On December 29, 2023 Enveric Biosciences (NASDAQ: ENVB) ("Enveric" or the "Company"), a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of depression, anxiety, and addiction disorders, reported that it has entered into agreements with certain holders of its existing warrants exercisable for 1,122,000 shares of the Company’s common stock, in the aggregate, to exercise their warrants at a reduced exercise price of $1.37 per share, in exchange for new warrants as described below (Press release, Enveric Biosciences, DEC 29, 2023, View Source [SID1234638835]). The aggregate gross proceeds from the exercise of the existing warrants is expected to total approximately $1.8 million, before deducting financial advisory fees. The reduction of the exercise price of the existing warrants and the issuance of the new warrants was structured as an at-market transaction under Nasdaq rules.
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Roth Capital Partners is acting as the Company’s financial advisor for this transaction.
The shares of common stock issuable upon exercise of the warrants are registered pursuant to a registration statement on Form S-3 (File No. 333-257690) which was declared effective by the Securities and Exchange Commission (SEC) on July 9, 2021 and a registration statement on Form S-3 (File No. 333-266579) which was declared effective by the SEC on August 11, 2022.
In consideration for the immediate exercise of the warrants for cash and the payment of $0.125 per share underlying the new warrants, the exercising holders will receive new warrants to purchase shares of common stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The new warrants will be exercisable into an aggregate of up to 2,244,000 shares of common stock, at an exercise price of $1.37 per share and have a term of exercise equal to five years. The securities offered in the private placement have not been registered under the Securities Act, or applicable under state securities laws. Accordingly, the securities 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 Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 10 days of the closing to register the resale of the shares of common stock underlying the new warrants issued in the private placement.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.