Enveric Biosciences, Inc.

As filed with the Securities and Exchange Commission on February 9, 2026

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)

Enveric Biosciences, Inc.

245 First Street, Riverview II,18th Floor

Cambridge, MA 02142

(617) 444-8400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Joseph Tucker, Ph.D.

Chief Executive Officer

Enveric Biosciences, Inc.

245 First Street, Riverview II,18th Floor

Cambridge, MA 02142

(617) 444-8400

(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.

Greenberg Traurig, LLP

2375 E. Camelback Road, Suite 800

Phoenix, Arizona 85016

(602) 445-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The 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 is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

**Up to 328,802 Shares of Common Stock Underlying the Series G Warrants

Up to 328,802 Shares of Common Stock Underlying the Series H Warrants

Up to 23,016 Shares of Common Stock Underlying the Placement Agent Warrants

This prospectus relates to the issuance by us and the resale by the selling stockholders named in this prospectus (the “Selling Stockholders”) of (i) up to 328,802 shares of our Common Stock, par value $0.01 per share (“Common Stock”) that are issuable to certain Selling Stockholders upon the exercise of Series G Warrants to purchase shares of our Common Stock at a per share exercise price of $4.16 (the “Series G Warrants”) that we issued to certain Selling Stockholders in the closing of a private placement that occurred on January 28, 2026 (the “Private Placement”); (ii) up to 328,802 shares of Common Stock that are issuable to certain Selling Stockholders upon the exercise of Series H Warrants to purchase shares of our Common Stock at a per share exercise price of $4.16 (the “Series H Warrants”) that we issued to certain Selling Stockholders in a closing of the Private Placement; and (iii) up to 23,016 shares of Common Stock that are issuable to certain Selling Stockholders upon the exercise of certain Placement Agent Warrants (the “Placement Agent Warrants,” and together with the Series G Warrants and the Series H Warrants, the “January 2026 Warrants”). See “Description of Securities to be Registered – January 2026 Warrants” beginning on page 79 of this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholders will issue, offer or sell, as applicable, any of the securities being registered. The Selling Stockholders may offer, sell, or distribute all or a portion of the securities being registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from the sales of our Common Stock by the Selling Stockholders pursuant to this prospectus. We will, however, receive the net proceeds of any January 2026 Warrants if exercised for cash. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock. See “Plan of Distribution” beginning on page 92 of this prospectus.

Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ENVB”. On February 4, 2026, the last reported sale price of our Common Stock on Nasdaq was $2.84 per share.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our business and investing in our securities involve a high degree of risk. See “Risk Factors” beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated February , 2026.

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