Enveric Biosciences Files S-1/A Update

TL;DR

Enveric (ENVB) filed an S-1/A on Jan 30, 2025. Looks like they're updating their filings.

AI Summary

Enveric Biosciences, Inc. filed an S-1/A on January 30, 2025, to update its registration statement. The company, previously known as SPATIALIZER AUDIO LABORATORIES INC and AMERI Holdings, Inc., is focused on pharmaceutical preparations and is incorporated in Delaware. Its principal executive offices are located in Naples, Florida.

Why It Matters

This filing indicates ongoing regulatory activity and potential future stock offerings or changes for Enveric Biosciences, Inc., impacting investors and the market.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate actions like stock offerings, which can introduce volatility and risk for investors.

Key Numbers

• 333-284277 — SEC File Number (Identifies the specific SEC registration)
• 25571216 — Film Number (Internal SEC processing number)

Key Players & Entities

• Enveric Biosciences, Inc. (company) — Filer of the S-1/A
• SPATIALIZER AUDIO LABORATORIES INC (company) — Former name of Enveric Biosciences, Inc.
• AMERI Holdings, Inc. (company) — Former name of Enveric Biosciences, Inc.
• 20250130 (date) — Filing date of the S-1/A
• Naples, Florida (location) — Business address of Enveric Biosciences, Inc.

FAQ

Key Financial Figures

• $4 — purchase one share of common stock, is $4.15, which is equal to the last reported
• $0.125 — hare under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of common stock underly
• $0.0001 — of common stock at an exercise price of $0.0001 per share. Each pre-funded warrant is b
• $4.15 — stock on Nasdaq on January 28, 2025 was $4.15 per share. We do not intend to list the
• $25,000 — n-accountable expenses in the amount of $25,000 and for its legal fees and expenses and
• $100,000 — t-of-pocket expenses in an amount up to $100,000, and for its clearing expenses in the a
• $15,950 — its clearing expenses in the amount of $15,950. In addition, we have agreed to issue t
• $1.00 — mmon stock had closed below the minimum $1.00 per share requirement for continued inc
• $62 m — s milestones potentially totaling up to $62 million, plus tiered single digit royalti
• $61 m — e aggregate milestone payments of up to $61 million, as well as tiered royalties on f
• $0.01 — f the Company's common stock, par value $0.01 per share, to certain institutional inv

Filing Documents

• forms-1a.htm (S-1/A) — 3102KB
• ex4-14.htm (EX-4.14) — 121KB
• ex4-15.htm (EX-4.15) — 131KB
• ex4-16.htm (EX-4.16) — 129KB
• ex4-17.htm (EX-4.17) — 133KB
• ex5-1.htm (EX-5.1) — 24KB
• ex10-33.htm (EX-10.33) — 257KB
• ex23-2.htm (EX-23.2) — 4KB
• ex107.htm (EX-FILING FEES) — 58KB
• ex5-1_001.jpg (GRAPHIC) — 14KB
• ex5-1_002.jpg (GRAPHIC) — 58KB
• 0001493152-25-004213.txt ( ) — 13087KB
• envb-20240930.xsd (EX-101.SCH) — 80KB
• envb-20240930_cal.xml (EX-101.CAL) — 80KB
• envb-20240930_def.xml (EX-101.DEF) — 329KB
• envb-20240930_lab.xml (EX-101.LAB) — 617KB
• envb-20240930_pre.xml (EX-101.PRE) — 477KB
• forms-1a_htm.xml (XML) — 2059KB

RISK FACTORS

RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 34 MARKET PRICE AND DIVIDEND INFORMATION 35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49

SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS 61 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 62 MANAGEMENT 63 EXECUTIVE AND DIRECTOR COMPENSATION 65

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 73

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 77 PLAN OF DISTRIBUTION 81 LEGAL MATTERS 83 EXPERTS 83 WHERE YOU CAN FIND MORE INFORMATION 83 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 iii ABOUT THIS PROSPECTUS You should carefully read this prospectus before deciding to invest in our securities. We have not, and the Placement Agent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not, and the Placement Agent has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States. This prospectus may contain references to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork, and other visual displays, may appear without the or TM symbols. We do not intend our use or display of other com

Business

Business Overview We are a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of depression, anxiety, addiction, and other psychiatric disorders. Leveraging our unique discovery and development platform, the Psybrary, which houses proprietary information on the use and development of existing and novel molecules for specific mental health indications, Enveric seeks to develop a robust intellectual property portfolio of novel drug candidates. Enveric's lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient. Previously, Enveric was developing the EVM201 Series, and its lead drug candidate EB-002 (formerly EB-373), for the treatment of neuropsychiatric disorders. The EVM201 Series comprised next generation synthetic prodrugs of the active metabolite, psilocin. Recently, Enveric out-licensed the EVM201 Series program to MycoMedica Life Sciences, who will seek to develop, manufacture, and commercialize EB-002, in exchange for certain development and milestone payments to Enveric (discussed below). Neuroplastogens Following our amalgamation with MagicMed completed in September 2021 (the "Amalgamation"), we have continued to pursue the development of MagicMed's proprietary library, the Psybrary, which we believe will help us to identify and develop the right drug candidates needed to address mental health challenges, including depression, anxiety, and addiction disorders. We synthesize novel phenylalkylamines and indolethylamines, using a mixture of chemistry and synthetic biology, resulting in the expansion of the Psybrary, which currently includes 20 patent families with claims covering a million potential molecular structures, over one thousand of which we have

View Full Filing

View this S-1/A filing on SEC EDGAR