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SUBSEQUENT EVENTS | 6 Months Ended
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Jun. 30, 2022
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS Amendment to 2020 Long-Term Incentive Plan On May 3, 2022, our Board adopted the First Amendment (the “Plan Amendment”) to the Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan (the “Incentive Plan”) to (i) increase the aggregate number of shares available for the grant of awards by 146,083 shares to a total of 200,000 shares, and (ii) add an “evergreen” provision whereby the number of shares authorized for issuance pursuant to awards under the Incentive Plan will be automatically increased on the first trading date immediately following the date the Company issues any share of Common Stock (defined below) to any person or entity, to the extent necessary so that the number of shares of the Company’s Common Stock authorized for issuance under the Incentive Plan will equal the greater of (x) 200,000 shares, and (y) 15% of the total number of shares of the Company’s Common Stock outstanding as of such issuance date. The Plan Amendment was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on July 14, 2022. July 2022 Offerings On July 22, 2022, the Company entered into a securities purchase agreement (the “Registered Direct Securities Purchase Agreement”) with an institutional investor for the purchase and sale of 116,500 shares of the Company’s common stock (“Common Stock”), pre-funded warrants to purchase up to 258,500 shares of Common Stock (the “RD Pre-Funded Warrants”), and unregistered preferred investment options (the “RD Preferred Investment Options”) to purchase up to 375,000 shares of Common Stock (the “RD Offering”). The combined purchase price for one share of Common Stock and associated RD Preferred Investment Option was $8.00, and the combined purchase price for a RD Pre-Funded Warrant and associated RD Preferred Investment Option was $7.9999. The RD Preferred Investment Options have an exercise price of $7.78 per share, were immediately exercisable, and will expire five and one-half years from the date of issuance. Shares of Common Stock and RD Pre-Funded Warrants issued in the RD Offering were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-257690) previously filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2021 and declared effective by the SEC on July 9, 2021, and a prospectus supplement, dated July 22, 2022, to the shelf registration statement, filed with the SEC on July 26, 2022. The gross proceeds from RD Offering was approximately $3,000,000. Concurrently with the RD Offering, the Company entered into a securities purchase agreement (the “PIPE Securities Purchase Agreement”) with institutional investors for the purchase and sale of 116,000 shares of Common Stock, pre-funded warrants to purchase up to 509,000 shares of Common Stock (the “PIPE Pre-Funded Warrants”), and preferred investment options (the “PIPE Preferred Investment Options”) to purchase up to 625,000 shares of the Common Stock in a private placement (the “PIPE”). The combined purchase price for one share of Common Stock and associated PIPE Preferred Investment Option was $8.00, and the combined purchase price for a PIPE Pre-Funded Warrant and associated PIPE Preferred Investment Option was $7.9999. The PIPE Preferred Investment Options have an exercise price of $7.78 per share, were immediately exercisable, and will expire five and one-half years from the date of issuance. The gross proceeds from the PIPE was approximately $5,000,000. Concurrently with the RD Offering and the PIPE, the Company entered into Warrant Amendment Agreements (the “Warrant Amendments”) with the investors in both offerings to amend certain existing warrants to purchase up to an aggregate of 122,000 shares of Common Stock that were previously issued to the investors, with an exercise price of $27.50 per share and expiration date of February 15, 2027. Pursuant to the Warrant Amendments, the previously issued warrants were amended, effective upon the closing of the offerings, so that the amended warrants have a reduced exercise price of $7.78 per share and expire five and one-half years following the closing of the offerings. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the RD Offering and the PIPE, pursuant to the engagement letter with the Company, dated as of July 11, 2022. Upon closing of the offerings, the Company paid Wainwright a cash transaction fee equal to 7.0% of the aggregate gross proceeds to us from the offerings and reimbursement of certain expenses. The Company also issued Wainwright preferred investment options to purchase 70,000 shares of Common Stock (the “Wainwright Warrants”). The Wainwright Warrants have substantially the same terms as the RD Preferred Investment Options and the PIPE Preferred Investments Options, except that the Wainwright Warrants have an exercise price of $10.00 per share and will expire five years after the commencement of sales of the offerings. The RD Offering and the PIPE closed on July 26, 2022. The Company intends to use the net proceeds of approximately $7.2 million received from the offerings for general working capital purposes. Departure of Directors or Certain Officers On August 11, 2022, Carter J. Ward notified the Company of his intent to leave the Company and resign from his position as Chief Financial Officer, Principal Financial and Accounting Officer to pursue another opportunity. Mr. Ward’s last day with the Company will be September 9, 2022. Mr. Ward’s resignation was not the result of any disagreement regarding any matter relating to the Company’s operations, policies, or practices.

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- 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
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