Enveric Biosciences, Inc.
For the period ended Oct 27, 2025. Filed Oct 27, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 27, 2025 · Filed Oct 27, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies:_____________________________ |
| (2) | Aggregate number of securities to which transaction applies:_____________________________ |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction:___________________________________ |
| (5) | Total fee paid:_________________________________________________________________ |
| ☐ | Fee paid previously with preliminary materials:__________________________ |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount previously paid:_________________________________________________________ |
| (2) | Form, Schedule or Registration Statement No.:_______________________________________ |
| (3) | Filing Party:___________________________________________________________________ |
| (4) | Date Filed:____________________________________________________________________ |
Dear Stockholders:
We cordially invite you to attend a special meeting of the stockholders (the “Special Meeting”) of Enveric Biosciences, Inc., a Delaware corporation (“we,” “us,” “our,” the “Company” or “Enveric”), which will be held on December 11, 2025 at 10:00 a.m. Eastern time virtually via a live webcast. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/ENVB2025SM and entering the 16-digit control number on your proxy card or voting instruction form, as applicable. To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement.
Details regarding the Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Meeting of Stockholders and proxy statement. You are entitled to vote at our Special Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder of record as of October 13, 2025.
Under Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about October 27, 2025, we will begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) containing instructions on how to access our proxy statement for our Special Meeting. The Internet Availability Notice also provides instructions on how to vote online or by telephone, how to virtually access the Special Meeting and how to receive a paper copy of the proxy materials by mail.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Special Meeting online, please vote as promptly as possible by following the instructions in the accompanying proxy statement to ensure your representation and the presence of a quorum at the Special Meeting. You may vote via the Internet, by telephone or by signing, dating and returning the accompanying proxy card.
If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary.
On behalf of the board of directors (the “Board”), I urge you to submit your vote as soon as possible, even if you are currently planning to attend the Special Meeting online.
If you have any questions regarding the attached proxy statement or need assistance in voting your shares of Common Stock, please contact our proxy solicitor, Kingsdale Advisors, by telephone at 1-866-581-1570 (stockholders) and 1-646-741-3433 (brokers, banks and other nominees), or by email at contactus@kingsdaleadvisors.com.
Thank you for your ongoing support of our Company.
By order of the Board of Directors,
/s/ Joseph Tucker
Joseph Tucker, Ph.D.
Chief Executive Officer
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on December 11, 2025
We are holding the Special Meeting on December 11, 2025 at 10:00 a.m. Eastern time via a live webcast on the Internet. You will be able to virtually attend the Special Meeting online, vote and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/ENVB2025SM. We are holding the Special Meeting for the following purposes, which are more fully described in the accompanying proxy statement:
| 1. | To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, par value $0.01 per share (“Common Stock”), underlying certain warrants issued by us pursuant to those certain Inducement Letters, dated as of September 17, 2025, by and among us and certain holders named on the signatory page thereto (the “Inducement Letters”), and the Engagement Letter, by and between us and H.C. Wainwright & Co., LLC (the “Placement Agent”), dated as of December 8, 2024 (the “Engagement Letter”), in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior to the issuance of such warrants (the “Issuance Proposal”); |
| 2. | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), in substantially the form attached to the proxy statement as Annex A, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding Common Stock, including stock held by the Company as treasury shares, at a ratio between 1-for-5 and 1-for-15 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”) and included in a public announcement; |
| 3. | To approve an amendment to our Charter, in substantially the form attached to the proxy statement as Annex B, to, at the discretion of the Board, increase the authorized number of shares of our Common Stock from 100,000,000 to 5,000,000,000 shares (“Authorized Stock Increase Proposal”); and |
| 4. | To approve an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes to establish a quorum or in favor of the Issuance Proposal, Reverse Stock Split Proposal, and the Authorized Stock Increase Proposal (the “Adjournment Proposal”). |
Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Board has determined that each of the proposals listed above is in the best interest of the Company and our stockholders and has approved the proposals.The Board recommends a vote “FOR” the Issuance Proposal (Proposal 1), “FOR” the Reverse Stock Split Proposal (Proposal 2), “FOR” the Authorized Stock Increase Proposal (Proposal 3), and “FOR” the Adjournment Proposal (Proposal 4).
The Board has fixed the close of business on October 13, 2025 as the record date for the Special Meeting. Only stockholders of record on the record date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s), continuations(s) or adjournment(s) of the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at our offices during regular business hours for the ten (10) calendar days prior to the Special Meeting and online during the Special Meeting.
YOUR VOTE AT THE SPECIAL MEETING IS IMPORTANT.
**Whether or not you plan to attend the Special Meeting online, we urge you to vote your shares by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy as promptly as possible by Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the Special Meeting.**On behalf of our entire Board, we thank you for your continued support.
By order of the Board of Directors,
/s/ Joseph Tucker
Joseph Tucker, Ph.D.
Chief Executive Officer
Cambridge, Massachusetts
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING | 2 |
|---|---|
| PROPOSAL 1: APPROVAL OF THE ISSUANCE PROPOSAL | 8 |
| PROPOSAL 2: APPROVAL OF REVERSE STOCK SPLIT OF COMPANY’S COMMON STOCK | 12 |
| PROPOSAL 3: APPROVAL FOR INCREASE IN AUTHORIZED SHARES OF COMMON STOCK | 17 |
| PROPOSAL 4: APPROVAL OF THE ADJOURNMENT PROPOSAL | 19 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| OTHER MATTERS | 21 |
| DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS | 21 |
| STOCKHOLDERS SHARING THE SAME ADDRESS | 21 |
| Annex A – Certificate of Amendment to Amended and Restated Certificate of Incorporation (Reverse Stock Split) | A-1 |
| Annex B – Certificate of Amendment to Amended and Restated Certificate of Incorporation (Increase in Authorized Stock) | B-1 |
-i-
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
To Be Held on December 11, 2025
Unless the context otherwise requires, references in this proxy statement to “we,” “us,” “our,” the “Company” or “Enveric” refer to Enveric Biosciences, Inc., a Delaware corporation and its consolidated subsidiary as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.01 per share (“Common Stock”).
The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of Enveric Biosciences, Inc. to be voted at our Special Meeting of Stockholders (the “Special Meeting”) to be held on December 11, 2025, and at any adjournment, continuation or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”). The Special Meeting will be held virtually via a live webcast on the Internet on www.virtualshareholdermeeting.com/ENVB2025SM at 10:00 a.m. Eastern time. This proxy statement and accompanying form of proxy are dated October 27, 2025 and are expected to be first sent or given to stockholders on or about October 27, 2025.
Our executive offices are located at, and our mailing address is, 245 First Street, Riverview II, 18th Floor, Cambridge, MA 02142.
We will pay the costs of soliciting proxies from stockholders. We have retained Kingsdale Advisors to assist in the solicitation of proxies for a fee of $12,500, plus reimbursement of expenses. In addition to solicitation by mail and by Kingsdale Advisors, our directors, officers and employees may solicit proxies on behalf of the Company, without additional compensation, by telephone, facsimile, mail, on the Internet or in person.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE****STOCKHOLDER MEETING TO BE HELD ON DECEMBER 11, 2025.
This proxy statement, the Notice of the Special Meeting and our form of proxy card are available for viewing, printing and downloading at www.proxyvote.com. To view these materials please have your 16-digit control number(s) available that appears on your Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) or proxy card.**
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.