CAMBRIDGE, Mass.– Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a neuroscience-focused biotechnology company developing next-generation, psychedelic-inspired mental health medicines, today announced that it has entered into a definitive agreement with an institutional investor for the purchase and sale of 375,000 shares of the Company’s common stock (or pre-funded warrants in lieu thereof), in a registered direct offering priced at-the-market under Nasdaq rules. In addition, the Company has agreed to issue to the investor in the registered direct offering unregistered preferred investment options (the “preferred investment options”) to purchase up to 375,000 additional shares of the Company’s common stock. The purchase price for one share of common stock (or pre-funded warrant) and one preferred investment option to purchase one share of common stock is $8.00. The preferred investment options have an exercise price of $7.78 per share, will be immediately exercisable, and will expire five and one-half years from the date of issuance.
Concurrently with the registered direct offering, the Company entered into definitive agreements with institutional investors for the purchase and sale of 625,000 shares of common stock (or pre-funded warrants in lieu thereof) and preferred investment options to purchase up to 625,000 shares of the Company’s common stock in a private placement priced at-the-market under Nasdaq rules. The purchase price for one share of common stock (or pre-funded warrant) and one preferred investment option to purchase one share of common stock is $8.00. The preferred investment options have an exercise price of $7.78 per share, will be immediately exercisable, and will expire five and one-half years from the date of issuance.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.
The gross proceeds to the Company from the offerings are expected to be $8 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings for working capital and general corporate purposes. The closing of the offerings is expected to occur on or about July 26, 2022, subject to the satisfaction of customary closing conditions.
The Company also has agreed that certain existing warrants to purchase up to an aggregate of 122,000 shares of common stock of the Company that were previously issued to the investors, with an exercise price of $27.50 per share and expiration date of February 15, 2027, will be amended effective upon the closing of the offerings so that the amended warrants will have a reduced exercise price of $7.78 per share and will expire five and one-half years following the closing of the offerings.
The shares of common stock, pre-funded warrants and shares of common stock underlying the pre-funded warrants (but excluding the shares of common stock and pre-funded warrants to be issued in the private placement and the preferred investment options and the shares of common stock underlying the preferred investment options) being offered by the Company in the registered direct offering are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-257690) previously filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2021, and declared effective by the SEC on July 9, 2021. The offering of the common stock and pre-funded warrants in the registered direct offering is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC.
