Enveric Biosciences Inc

As filed with the Securities and Exchange Commission on September 4, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Joseph Tucker

Chief Executive Officer

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

(239)302-1707

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Bradley J. Wyatt, Esq.

Adin J. Tarr, Esq.

Dickinson Wright PLLC

1850 N. Central Avenue Suite 1400

Phoenix AZ 85004

(734) 623-1905

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective, as determined by the selling stockholder.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

STATEMENT PURSUANT TO RULE 429

The registrant is filing a single prospectus in this registration statement, pursuant to Rule 429 under the Securities Act of 1933. The prospectus is a combined prospectus relating to (i) 4,900,000 shares of the Common Stock of Enveric Biosciences, Inc., a Delaware corporation (the “Company”) that are being newly registered hereunder and (ii) 1,279,880 shares of Common Stock that are currently registered under the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2023 and amended on December 1, 2023, which was declared effective by the SEC on December 5, 2023 (SEC File No. 333-275380) (the “Prior Registration Statement”) and remain unsold by the Selling Stockholder listed therein. Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-1 upon effectiveness will serve as a post-effective amendment to the Prior Registration Statement. If any securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

4,900,000 Shares of Common Stock

This prospectus relates to the offer and resale of up to 4,900,000 shares of our common stock, par value $0.01 per share, by Lincoln Park Capital Fund, LLC, which we refer to in this prospectus as Lincoln Park or the selling stockholder.

The shares of common stock being offered by the selling stockholder consist of:

See “The Lincoln Park Transaction” for descriptions of the Purchase Agreement and “Selling Stockholder” for additional information regarding Lincoln Park.

Pursuant to this prospectus, we may receive gross proceeds of up to $9,422,346 from the sale of our common stock to Lincoln Park under the Purchase Agreement, from time to time, in our discretion after the date of the registration statement of which this prospectus is a part is declared effective and after satisfaction of other conditions in the Purchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares by the selling stockholder.

On November 8, 2023, we filed a Registration Statement on Form S-1, and an amendment to such Registration Statement on Form S-1 on December 1, 2023, which was declared effective by the SEC on December 5, 2023 (SEC File No. 333-275380) that covered the resale by the selling stockholder of up to 1,279,880 shares of our common stock, comprised of: (i) up to 1,140,477 shares of our common stock reserved for sale to Lincoln Park under the Purchase Agreement from time to time after the date of such prospectus, and (ii) 139,403 shares of our common stock that were issued to Lincoln Park on November 3, 2023 (the “Commitment Shares”) in lieu of a cash fee for making its irrevocable commitment to purchase our common stock under the Purchase Agreement (the “Prior Registration Statement”). As of July 30, 2024, we issued 1,279,880 shares, including the Commitment Shares, registered pursuant to Prior Registration Statement for a total gross cash proceeds of $577,654.

Lincoln Park may sell the shares of our common stock described in this prospectus in a number of different ways and at varying prices. The price that Lincoln Park will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our common stock. Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The purchase price for the Purchase Shares will be based upon formulae set forth in the Purchase Agreement and described in this prospectus depending on the type of purchase notice we submit to Lincoln Park from time to time. We will pay the expenses incurred in registering the shares of our common stock, including legal and accounting fees. See “Plan of Distribution” on page 18 for more information about how Lincoln Park may sell the shares of common stock being registered pursuant to this prospectus.

Our common stock is listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “ENVB”. The last reported sale price of our common stock on Nasdaq on August 30, 2024 was $0.51 per share.

We are a “smaller reporting company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is [●], 2024.

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