Enveric Biosciences, Inc.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 27, 2026, as well as the risks and uncertainties described in the Company’s subsequently filed Quarterly Reports on Form 10-Q and other filings with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in the Company’s Annual Report.

Our ability to maintain compliance with Nasdaq listing standards may be adversely affected by Nasdaq’s recently approved Market Value of Listed Securities requirement, and any failure to satisfy applicable listing standards could result in the delisting of our Common Stock.

In July 2026, the SEC approved a Nasdaq rule change establishing a new continued listing requirement based on a company’s market value of listed securities (“MVLS”). Under the new requirement, companies listed on the Nasdaq Capital Market generally must maintain an MVLS of at least $5 million. Although the implementation of this requirement is currently stayed, and our MVLS was above the $5 million threshold as of the date of this Quarterly Report, our MVLS has recently been near that threshold and there can be no assurance that we will continue to satisfy the requirement if and when it becomes operative. MVLS is calculated by multiplying the market price of our Common Stock by the number of our outstanding listed shares. The market price of our Common Stock may fluctuate significantly as a result of factors that are beyond our control, including market conditions, investor sentiment, developments relating to our business, clinical, regulatory or financing activities, dilution resulting from future issuances of securities, and broader economic and geopolitical conditions.

If the new MVLS requirement becomes operative and our MVLS falls below $5 million and remains below that threshold for the applicable measurement period, Nasdaq could issue a Staff Delisting Determination. Under the approved rule, a hearing request generally would not stay the suspension of trading of our Common Stock. As a result, our Common Stock could be suspended from trading on Nasdaq and trade, if at all, on the over-the-counter market while any appeal is pending. Although we may have the ability to appeal a Staff Delisting Determination, the authority of the Nasdaq Hearings Panel to grant relief is limited and may require us to demonstrate compliance with Nasdaq’s initial listing standards, which are more stringent than Nasdaq’s continued listing standards and which we may be unable to satisfy.