Enveric Biosciences Files S-1

TL;DR

Enveric Biosciences (ENVB) filed its S-1, check financials and future plans.

AI Summary

Enveric Biosciences, Inc. filed an S-1 form on January 14, 2025, detailing its financial status and business operations. The company, previously known as AMERI Holdings, Inc. and SPATIALIZER AUDIO LABORATORIES INC, is incorporated in Delaware and operates in the Pharmaceutical Preparations sector. Its principal executive offices are located at 4851 Tamiami Trail N, Suite 200, Naples, FL 34103.

Why It Matters

This S-1 filing provides crucial information for investors and the public regarding Enveric Biosciences' financial health and strategic direction, impacting potential investment decisions.

Risk Assessment

Risk Level: medium — As a pharmaceutical company filing an S-1, Enveric Biosciences is likely seeking to raise capital or undergo a significant corporate event, which inherently carries risks related to market conditions and regulatory approvals.

Key Numbers

• 2834 — SIC Code (Indicates Enveric Biosciences operates in Pharmaceutical Preparations.)
• 333-284277 — SEC File Number (Identifies the specific SEC filing record for Enveric Biosciences.)

Key Players & Entities

• Enveric Biosciences, Inc. (company) — Filer of the S-1 document
• AMERI Holdings, Inc. (company) — Former name of Enveric Biosciences, Inc.
• SPATIALIZER AUDIO LABORATORIES INC (company) — Former name of Enveric Biosciences, Inc.
• 20250114 (date) — Filing date of the S-1
• 4851 TAMIAMI TRAIL N, SUITE 200, NAPLES, FL 34103 (location) — Business and mail address of Enveric Biosciences, Inc.

FAQ

Key Financial Figures

• $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
• $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
• $250 million — ock held by non-affiliates is more than $250 million measured on the last business day of ou
• $100 million — r; or Our annual revenue is more than $100 million during the most recently completed fisc
• $700 million — ock held by non-affiliates is more than $700 million measured on the last business day of ou

Filing Documents

• forms-1.htm (S-1) — 3106KB
• ex23-2.htm (EX-23.2) — 4KB
• ex107.htm (EX-FILING FEES) — 19KB
• 0001493152-25-002214.txt ( ) — 11812KB
• envb-20240930.xsd (EX-101.SCH) — 80KB
• envb-20240930_cal.xml (EX-101.CAL) — 80KB
• envb-20240930_def.xml (EX-101.DEF) — 328KB
• envb-20240930_lab.xml (EX-101.LAB) — 616KB
• envb-20240930_pre.xml (EX-101.PRE) — 475KB
• forms-1_htm.xml (XML) — 1992KB

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 74

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 78 PLAN OF DISTRIBUTION 83 LEGAL MATTERS 85 EXPERTS 85 WHERE YOU CAN FIND MORE INFORMATION 85 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 Enveric Biosciences is a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of depression, anxiety, and addiction disorders. Leveraging its unique discovery and development platform, the Psybrary, Enveric has created a robust intellectual property portfolio of new chemical entities for specific mental health indications. Enveric's lead program, the EVM201 Series, comprises next generation synthetic prodrugs of the active metabolite, psilocin. Recently, Enveric out-licensed this program – which consists of the EB-002 (formerly EB-373) product for the treatment of psychiatric disorders – 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). Enveric is now focused on advancing its second program, the EVM301 Series – EB-003 – expected to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity without also inducing hallucinations in the patient. Neuroplastogens Following our amalgamation with MagicMed completed in September 2021, we have continued to pursue the development of MagicMed's proprietary psychedelic derivatives library, the Psybrary which we believe will help us to identify and develop the right drug candidates needed to address mental health challenges, including anxiety. We synthesize novel analogues of serotonin, using a mixture of chemistry and synthetic biology, resulting in the expansion of the Psybrary, which includes 16 patent families with over a million potential variations and hundreds of synthesized molecules. At this stage, we have entered into non-binding term sheets with strategic partners that out-license molecules from the Psybrary. Going forward we intend to both develop intellectual property and license intellectual property fro

selected financial data, supplemental financial information or risk factors

selected financial data, supplemental financial information or risk factors. Further, as a non-accelerated filer, we will not be required to provide an auditor attestation of management's assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Sarbanes-Oxley Act Section 404(b), and, in contrast to other reporting companies, we'll have more time to file our annual and periodic reports. 4 THE OFFERING Securities we are offering Up to [] shares of common

View Full Filing

View this S-1 filing on SEC EDGAR