| Item 1.01 | Entry Into a Material Definitive Agreement. |
On March 8, 2024, Enveric Biosciences, Inc., a Delaware corporation (the "Company") entered into a series ofcommon stock purchase agreements (the "Purchase Agreement") for the issuance in a registered direct offering of 228,690shares of the Company's common stock, par value $0.01 per share (the "Shares"), to certain institutional investors. The issuance was madein exchange for the permanent and irrevocable waiver of the variable rate transaction limitation solely with respect to the entry into and/or issuance of shares of common stock in an "at the market" offering contained in those certain inducement offer letters, dated December 28, 2023, between the Company and those certain institutional investors. The offering was conducted at a deemed offering price of $1.41 per share.
The Purchase Agreement contains customary representations and warranties and certain indemnification obligations of the Company. The closing of the issuance of the Shares pursuant to the Purchase Agreement is expected to occur on March 12, 2024.
The Company will not receive any net proceeds in connection with the offering. This offering is being made to obtain a waiver of the variable rate transaction limitation as described above and further described in the Purchase Agreement so the Company can utilize its "at the market offering" facility, which has been previously registered.
This offering was made pursuant to the Company's shelf registration statement on Form S-3, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on July 2, 2021 and became effective on July 9, 2021 (File No. 333-257690), and a prospectus supplement and accompanying prospectus filed with the SEC.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
A copy of the opinion of Dickinson Wright PLLC relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
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Enveric Biosciences Inc. published this content on 11 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2024 12:03:31 UTC.
