Enveric Biosciences, Inc. (NASDAQ: ENVB), a biotechnology firm focused on developing novel neuroplastogenic small-molecule therapeutics for psychiatric and neurological disorders, has announced it has entered into definitive agreements for a private placement. The transaction is expected to yield up to approximately $13.9 million in aggregate gross proceeds, with an initial $5 million upfront and the potential for an additional $8.9 million upon the full exercise of accompanying warrants.
Private Placement Details and Funding Structure
The private placement involves the purchase and sale of 2,222,223 shares of the Company’s common stock, or pre-funded warrants in lieu thereof, alongside Series I warrants to purchase up to an aggregate of 2,222,223 shares of common stock and short-term Series J warrants to purchase up to an aggregate of 2,222,223 shares of common stock. The securities were priced at $2.25 per share (or pre-funded warrant) and accompanying warrants, a price determined to be at-the-market under Nasdaq rules. The warrants carry an exercise price of $2.00 per share and are exercisable immediately.
The Series I warrants are set to expire five years after the effective date of the Resale Registration Statement, while the short-term Series J warrants will expire eighteen months after the same effective date. H.C. Wainwright & Co. is serving as the exclusive placement agent for this offering.
Financial Projections and Use of Proceeds
The aggregate gross proceeds anticipated from the offering are approximately $5 million before the deduction of placement agent fees and other offering expenses. The potential additional gross proceeds, should both the Series I and short-term Series J warrants be fully exercised on a cash basis, could amount to approximately $8.9 million. However, the Company cautions that there is no assurance that any of the warrants will be exercised or that cash proceeds will be realized from their exercise.
The closing of the offering is anticipated to occur on or about April 17, 2026, contingent upon the satisfaction of customary closing conditions. Enveric Biosciences intends to allocate the net proceeds from this private placement towards product development, working capital, and general corporate purposes.
Regulatory Considerations and Securities Offering
The securities being offered are being sold in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. These securities, along with the common stock underlying the warrants, have not been registered under the Securities Act or applicable state securities laws. Consequently, they may not be offered or sold within the United States except pursuant to an effective registration statement or an applicable exemption from registration requirements.
In accordance with a registration rights agreement, Enveric Biosciences has committed to filing one or more registration statements with the Securities and Exchange Commission (SEC) to cover the resale of the unregistered securities issued in the offering, referred to as the “Resale Registration Statement.”
About Enveric Biosciences
Enveric Biosciences (NASDAQ: ENVB) is a biotechnology company dedicated to the development of next-generation, small-molecule neuroplastogenic therapeutics designed to address unmet medical needs in psychiatric and neurological disorders. The company utilizes a differentiated drug discovery platform and a proprietary library of patent-protected chemical structures to advance its pipeline of novel compounds. These compounds are engineered to foster neuroplasticity without inducing hallucinogenic effects.
The Company’s lead candidate, EB-003, is reportedly the first compound designed to selectively target both 5-HT2A and 5-HT1B receptors. This dual targeting mechanism holds the potential to deliver rapid and durable antidepressant and anxiolytic effects, offering the convenience of outpatient treatment. Further information about Enveric Biosciences can be found on their website at www.enveric.com.
The forward-looking statements included in this announcement reflect management’s current beliefs and expectations regarding future events and performance. These statements are based on assumptions and information available to management and are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, the ability to finalize and submit an Investigational New Drug (IND) filing to the U.S. Food and Drug Administration, carry out successful clinical programs, achieve anticipated value creation from technical developments, avoid delays in clinical trials, establish product efficacy and safety, secure collaborations, obtain necessary regulatory approvals, secure future funding on commercially reasonable terms, establish partnerships, scale up manufacturing, manage competition, retain key personnel, enforce legal rights, and manage future growth effectively. The Company also notes the potential for actual results to differ from those contemplated by forward-looking statements due to these factors.
