XML 23 R14.htm IDEA: XBRL DOCUMENT
v3.22.1

SUBSEQUENT EVENTS | 3 Months Ended
--- | ---
Mar. 31, 2022
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS Spin-Off and Related Private Placement On May 11, 2022, the Company announced plans to transfer and spin-off its cannabinoid clinical development pipeline assets to a wholly-owned subsidiary, Acanna Therapeutics, Inc. (“Acanna”), which was incorporated on April 13, 2022, by way of dividend to Enveric shareholders (the “Spin-Off”). The Spin-Off will be subject to various conditions, including Acanna meeting the qualifications for listing on The Nasdaq Stock Market, and if successful, would result in two standalone public companies. In connection with the Spin-Off, on May 5, 2022, Acanna and the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which Acanna agreed to sell up to an aggregate of 5,000 shares of Acanna’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Acanna Series A Preferred Stock”), at price of $1,000 per share, and warrants (the “Warrants”) to purchase shares of Acanna’s common stock, par value $0.01 per share (the “Acanna Common Stock”), for an aggregate purchase price of up to $5,000,000 (the “Private Placement”). Pursuant to the Purchase Agreement, Acanna has issued 1,000 shares of the Acanna Series A Preferred Stock to the Investor in exchange for $1,000,000 on May 5, 2022, with the remaining Acanna Series A Preferred Stock and Warrants to be issued for a price of $4,000,000 upon the completion of the Spin-Off (such date that Acanna commences trading on the Nasdaq Stock Market, the “Spin-Off Date”). Pursuant the terms of the Purchase Agreement and the Certificate of the Designations (as defined below), the holders of the Acanna Series A Preferred Stock have a Put Right (as defined below) under certain circumstances described below, with Acanna’s payment obligations under the Put Right guaranteed by the Company. The Purchase Agreement contains customary representations and warranties, agreements, obligations, conditions to closing and termination provisions. Palladium Capital Advisors, LLC (“Palladium”) acted as placement agent for the Private Placement. Pursuant to the Purchase Agreement, Acanna has agreed to pay Palladium a cash fee equal to 9% of the aggregate gross proceeds raised from the sale of the shares of the Acanna Series A Preferred Stock and a non-accountable expense allowance of 1% of the aggregate gross proceeds raised the sale of the Acanna Series A Preferred Stock in the Private Placement. In addition, Acanna will issue to Palladium warrants equal to 8% of the shares issuable upon conversion of the Acanna Series A Preferred Stock (the “Palladium Warrants”). The fee due in connection with the Private Placement shall be paid to Palladium in the form of convertible preferred stock and warrants on similar terms to the securities issued in the Private Placement (together with the Palladium Warrants, the “Palladium Securities”). Terms of Acanna Series A Preferred Stock Under the Certificate of the Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”), on or immediately prior to the Spin-Off Date, the outstanding Acanna Series A Preferred Stock will be automatically converted into a number of shares of Acanna Common Stock equal to 25% of the then issued and outstanding Acanna Common Stock, subject to the Beneficial Ownership Limitation (as defined below). The Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of Acanna Common Stock upon conversion that would result in the number of shares of Acanna Common Stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of Acanna Common Stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”), except that upon notice from the holder to Acanna, the holder may increase or decrease the amount of ownership of outstanding shares of Acanna Common Stock after converting the holder’s shares of Acanna Series A Preferred Stock, provided that any change in the Beneficial Ownership Limitation shall not be effective until 61 days following notice to Acanna. The Certificate of Designations provides that upon the earlier of (i) the one-year anniversary of May 5, 2022, and only in the event that the Spin-Off has not occurred; or (ii) such time that Acanna and the Company have abandoned the Spin-Off or the Company is no longer pursuing the Spin-Off in good faith, the holders of the Acanna Series A Preferred Stock shall have the right (the “Put Right”), but not the obligation, to cause Acanna to purchase all or a portion of the Acanna Series A Preferred Stock for a purchase price equal to $1,000 per share, subject to certain adjustments as set forth in the Certificate of Designations (the “Stated Value”), plus all the accrued but unpaid dividends per share. Starting on the execution date of the Purchase Agreement pursuant to which it is sold, each share of Acanna Series A Preferred Stock shall accrue cumulative dividends at the rate of 5% per annum on the Stated Value, whether or not such dividends are declared by the Board of Directors and whether or not the Corporation has the funds available to pay such dividends. These cumulative dividends will automatically cease accruing on the Spin-Off Date. In addition, after the one-year anniversary of May 5, 2022, and only in the event that the Spin-Off has not occurred and Acanna is not in material default of any of the transaction documents, Acanna may, at its option, at any time and from time to time, redeem the outstanding shares of Acanna Series A Preferred Stock, in whole or in part, for a purchase price equal to the aggregate Stated Value of the shares of Acanna Series A Preferred Stock being redeemed and the accrued and unpaid dividends on such shares. Registration Rights Agreement In connection with the Private Placement, Acanna entered into a registration rights agreement, dated as of May 5, 2022 (the “Registration Rights Agreement”), with the Investor, pursuant to which Acanna shall, on such date that Acanna files a registration statement with the SEC in connection with the Spin-Off, file such a registration statement to register the shares of Acanna Common Stock issuable upon: (i) the conversion of the Acanna Series A Preferred Stock sold in the Private Placement, (ii) the exercise of the Warrants sold in the Private Placement, and (iii) the conversion or exercise, as applicable, of the Palladium Securities (the “Registrable Securities”); and to cause such registration statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as possible after the filing thereof, but in any event no later than the Spin-Off Date, and shall use its reasonable best efforts to keep such registration statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgate under the Securities Act. The Registration Rights Agreement provides for liquidated damages to the extent that Acanna does not file or maintain a registration statement in accordance with the terms thereof. Series C Preferred Stock On May 3, 2022, the Board of Directors (the “Board”) declared a dividend of one one-thousandth of a share of Series C Preferred Stock (“Series C Preferred Stock”) for each outstanding share of Common Stock (the “Common Stock”) held of record as of 5:00 p.m. Eastern Time on May 13, 2022 (the “Record Date”). The outstanding shares of Series C Preferred Stock will vote together with the outstanding shares of the Company’s Common Stock, as a single class, exclusively with respect to a proposal to increase the number of authorized shares of the Company’s Common Stock, a proposal giving the Board of Directors the authority, as it determines appropriate, to implement a reverse stock split within twelve months following the approval of such proposal by the Company’s stockholders, as well as any proposal to adjourn any meeting of stockholders called for the purpose of voting on the foregoing matters. If these proposals do not receive approval at a meeting of stockholders duly called for the purpose of voting thereon, the Company may be unable to regain compliance with Nasdaq’s minimum bid price requirement within the required period of time, which could lead to our Common Stock being delisted. If we are unable to maintain the listing of our Common Stock on Nasdaq, we may face difficulty raising additional capital. No shares of Series C Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of any shares of Common Stock held by such holder. Each share of Series C Preferred Stock will entitle the holder thereof to 1,000,000 votes per share (and, for the avoidance of doubt, each fraction of a share of Series C Preferred Stock will have a ratable number of votes). Thus, each one-thousandth of a share of Series C Preferred Stock would entitle the holder thereof to 1,000 votes. The outstanding shares of Series C Preferred Stock will vote together with the outstanding shares of Common Stock of the Company as a single class with respect to certain proposals to amend the Certificate of Incorporation (“Certificate of Incorporation”) and to adjourn meetings of stockholders called for the purpose of voting on Reverse Stock Split (“Reverse Stock Split”) or Share Increase Proposal (the “Adjournment Proposal”). The holder of Series C Preferred Stock, as such, will not be entitled to receive dividends of any kind. The Series C Preferred Stock will rank senior to the Common Stock as to any distribution of assets upon a liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily (a “Dissolution”).

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration