On February 9, 2021 Enveric Biosciences Inc. (NASDAQ: ENVB) ("Enveric" or the "Company"), a patient-first biotechnology company developing novel cannabinoid medicines to improve quality of life for cancer patients, reported that it has entered into definitive agreements with several institutional and accredited investors for the purchase and sale of 3,007,026 shares of Enveric’s common stock, at a purchase price of $4.27 per share, in a registered direct offering (Press release, Enveric Biosciences, FEB 9, 2021, View Source [SID1234574820]). Enveric has also agreed to issue to the investors unregistered warrants to acquire 1,503,513 shares of Common Stock at $4.90 per share, exercisable immediately and terminating five years after the date of issuance. The closing of the offering is expected to occur on or about February 11, 2021, subject to the satisfaction of customary closing conditions. Following completion of the offering, the Enveric is expected to have 18,336,367 shares of common stock issued and outstanding.
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The gross proceeds to Enveric from this offering are expected to be approximately $12,840,000, before deducting advisory and other offering expenses. Enveric intends to use the net proceeds from this offering for working capital and general corporate purposes.
Palladium Capital Group, LLC acted as a financial advisor to the issuer.
The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by Enveric pursuant to a "shelf" registration statement on Form S-3 (File No. 333-233260) previously filed with the Securities and Exchange Commission (the "SEC") on August 14, 2019, and declared effective by the SEC on November 19, 2019, and an additional registration statement on Form S-3 filed pursuant to Rule 462(b) relating to these securities became automatically effective upon filing. The offering of the securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source
The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Enveric has agreed to register the shares of common stock issuable upon exercise of the warrants for resale pursuant to a customary registration rights agreement.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.