Item 1.01 Entry Into a Material Definitive Agreement

On January 11, 2021, Enveric Biosciences, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and accredited investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell in a registered direct offering (the "Offering") an aggregate of 2,221,334 shares (the "Shares") of common stock of the Company, par value $0.01 per share, at an offering price of $4.5018 per share, for gross proceeds of approximately $10,000,000 before the deduction of fees and offering expenses. In addition, under the Purchase Agreement, the Purchasers may choose to purchase pre-funded warrants (the "Pre-funded Warrants") in lieu of shares of Common Stock.

As of January 11, 2021, the Company had outstanding shares of common stock (without giving effect to the issuance and sale of the Shares pursuant to the Purchase Agreement) of 11,595,109.

The Pre-funded Warrants have an exercise price of $0.01 per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time after their original issuance until such Pre-funded Warrants are exercised in full. A holder of a Pre-funded Warrant may not exercise any portion of such holder's Pre-funded Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding shares of Common Stock immediately after exercise (the "Beneficial Ownership Limitation"), except that upon at least 61 days' prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.

The Shares, the Pre-funded Warrants, and the shares of Common Stock issuable upon the exercise of the Pre-funded Warrants (the "Pre-funded Warrant Shares") are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-233260) (the "Shelf Registration Statement"), previously filed with the Securities and Exchange Commission (the "SEC") on August 14, 2019, and declared effective by the SEC on November 19, 2019.

Pursuant to the Purchase Agreement, in a concurrent private placement (the "Private Placement"), the Company agreed to issue to the Purchasers, unregistered warrants to purchase up to 1,666,019 shares of Common Stock (the "Warrants"). The Warrants are exercisable immediately upon issuance and terminate five years following issuance and are exercisable at an exercise price of $4.9519 per share, subject to adjustment as set forth therein. A holder of Warrants will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates, would beneficially own in excess of the Beneficial Ownership Limitation; provided, however, that upon 61 days' prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.

The Warrants and the shares of our Common Stock issuable upon the exercise of the Warrants (the "Warrant Shares") are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), are not being offered pursuant to the Shelf Registration Statement, and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

To induce the Purchasers into the Purchase Agreement, the Company also entered into a registration rights agreement, dated January 11, 2021 (the "Registration Statement"), with the Purchasers, pursuant to which, among other things, the Company has agreed to prepare and file with the Securities and Exchange Commission a registration statement to register for resale of all of the Warrant Shares.

In addition, the Company entered into a letter agreement (the "Letter Agreement") with Alpha Capital Anstalt ("Alpha"). Under the Letter Agreement, (i) the Company agreed to register 1,791,923 shares of Common Stock (the "Series B Warrant Shares") issuable upon the exercise of certain Series B Warrants issued to Alpha on December 31, 2020, which have an exercise price of $0.01 per share, (ii) the Series B Warrant Shares will not be subject to an existing lock-up agreement between the Company and Alpha and Alpha will no longer be subject to any limitations on its ability to dispose of the Series B Warrant Shares that are imposed by the Company to the extent permitted by applicable rules and regulations, (iii) Alpha agreed to limit its sales of Common Stock on each trading day to no more than 10% of the daily reported trading volume of Common Stock on the Nasdaq Stock Market for such trading day, provided, such limitation shall terminate if the closing price of the Company's shares of common stock on the Nasdaq Stock Market exceeds $5.29 for five consecutive trading days and (iv) the Company will be free to waive the terms and conditions of any lock-up agreement between the Company and any of the former shareholders of Jay Pharma Inc. without the consent of, or notice to, Alpha once the registration statement registering the Series B Warrant Shares is declared effective by the SEC.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

The net proceeds to the Company from the Offering, after deducting fees and expenses and the Company's estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Pre-funded Warrants and Warrants, are expected to be approximately $9,000,000. The Company currently intends to use these net proceeds for working capital purposes.

The description of the terms and conditions of the Purchase Agreement, the Pre-funded Warrants, the Warrants, the Registration Rights Agreement, and the Letter Agreement set forth herein do not purport to be complete and are qualified in their entirety by the full text of the Purchase Agreement, the Pre-funded Warrants, the Warrants, the Registration Rights Agreement, and the Letter Agreement, copies of which are filed as Exhibits 10.1, 4.1, 4.2, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Warrants and Warrant Shares is incorporated herein by reference.




Item 8.01 Other Events.

On January 12, 2021, the Company issued a press release regarding the transaction described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.     Description

4.1         Form of Pre-funded Warrant

4.2         Form of Warrant

10.1        Form of Securities Purchase Agreement

10.2        Form of Registration Rights Agreement

10.3        Letter Agreement, dated January 11, 2021

99.1        Press Release, dated January 12, 2021

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