Enveric Biosciences Announces Closing of $5 Million Public Offering

Rhea-AI Summary

Enveric Biosciences (NASDAQ: ENVB) has completed its previously announced public offering, raising $5 million in gross proceeds. The offering consisted of 1,666,666 shares of common stock (or equivalents) and two series of warrants at a combined price of $3.00 per share.

The offering included Series A warrants expiring in five years and Series B warrants expiring in eighteen months, both with a $3.00 exercise price. H.C. Wainwright & Co. served as the exclusive placement agent. The company plans to use the proceeds for product development, working capital, and general corporate purposes.

The offering was conducted under a Form S-1 registration statement declared effective by the SEC on January 30, 2025.

Positive

• Secured $5 million in gross proceeds through public offering
• Warrants provide potential additional funding through exercise

Negative

• Potential dilution from 1,666,666 new shares and up to 3,333,332 warrant shares
• Additional capital raise suggests cash needs and burn rate concerns

Insights

Financial Analyst

This $5 million public offering represents a critical financing event for Enveric Biosciences, though it comes with complex implications for investors. The structure includes 1,666,666 shares (or equivalents) plus two series of warrants, effectively creating three layers of potential dilution. The $3.00 price point for both shares and warrant exercise suggests careful pricing strategy to attract investors while balancing dilution impact.

The dual-warrant structure is particularly noteworthy: Series A warrants (5-year term) provide long-term upside potential for investors, while Series B warrants (18-month term) create near-term dilution pressure. This indicates a strategic balance between immediate capital needs and future flexibility. The involvement of H.C. Wainwright, a recognized healthcare-focused investment bank, adds credibility to the offering despite its relatively modest size.

The stated use of proceeds for product development and working capital is typical for early-stage biotechs, but investors should note that $5 million is relatively modest for a company developing novel neuroplastogenic therapeutics. This suggests potential future capital needs, especially considering the expensive nature of anxiety, depression and addiction disorder drug development programs.

The timing and structure of this offering reflect current biotech market conditions, where companies must often accept more complex financing terms to secure necessary capital. For existing shareholders, while dilution is significant, the capital injection provides essential runway for the company's development programs. However, the success of this financing will ultimately depend on Enveric's ability to achieve meaningful clinical milestones before requiring additional capital.

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of anxiety, depression, and addiction disorders, today announced the closing of its previously announced public offering of an aggregate of 1,666,666 shares of its common stock (or common stock equivalents in lieu thereof), Series A warrants to purchase up to 1,666,666 shares of common stock and Series B warrants to purchase up to 1,666,666 shares of common stock, at a combined public offering price of $3.00 per share (or per common stock equivalent in lieu thereof) and accompanying warrants. The warrants have an exercise price of $3.00 per share and are exercisable immediately. The Series A warrants will expire five years from the date of issuance and the Series B warrants will expire eighteen months from the date of issuance.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses payable by the Company, were approximately $5 million. The Company intends to use the net proceeds from this offering for product development, working capital and general corporate purposes.

The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-284277), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 30, 2025. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. A final prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, 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.

About Enveric Biosciences

Enveric Biosciences (NASDAQ: ENVB) is a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of depression, anxiety, and addiction disorders. Leveraging its unique discovery and development platform, the Psybrary™, which houses proprietary information on the use and development of existing and novel molecules for specific mental health indications, Enveric seeks to develop a robust intellectual property portfolio of novel drug candidates. Enveric’s lead molecule, EB-003, is a potential first-in-class neuroplastogen designed to promote neuroplasticity, without inducing hallucinations, in patients suffering from difficult-to-address mental health disorders. Enveric is focused on advancing EB-003 towards clinical trials for the treatment of neuropsychiatric disorders while out-licensing all other novel, patented Psybrary™ drug candidates to third-party licensees advancing non-competitive market strategies for patient care. Enveric is headquartered in Naples, FL with offices in Cambridge, MA and Calgary, AB Canada. For more information, please visit www.enveric.com.

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans,” “expects” or “does not expect,” “proposes,” “budgets,” “explores,” “schedules,” “seeks,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” or “believes,” or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, should, would, or might occur or be achieved. Forward-looking statements may include statements regarding beliefs, plans, expectations, or intentions regarding the future and are based on the beliefs of management as well as assumptions made by and information currently available to management, including, but not limited to, statements regarding the anticipated use of proceeds from the offering. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, the ability of Enveric to: successfully outlicense patented Psybrary™ drug candidates to third-party licensees; negotiate and finalize definitive agreements based on any of its out-licensing term sheets and for licensees to perform pursuant to the terms thereof; finalize and submit its IND filing to the U.S. Food and Drug Administration; carry out successful clinical programs; achieve the value creation contemplated by technical developments; avoid delays in planned clinical trials; establish that potential products are efficacious or safe in preclinical or clinical trials; establish or maintain collaborations for the development of therapeutic candidates; obtain appropriate or necessary governmental approvals to market potential products; obtain future funding for product development and working capital on commercially reasonable terms; scale-up manufacture of product candidates; respond to changes in the size and nature of competitors; hire and retain key executives and scientists; secure and enforce legal rights related to Enveric’s products, including patent protection; identify and pursue alternative routes to capture value from its research and development pipeline assets; continue as a going concern; and manage its future growth effectively.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250203132156/en/

Investor Relations

Tiberend Strategic Advisors, Inc.

David Irish

(231) 632-0002

dirish@tiberend.com

Media Relations

Tiberend Strategic Advisors, Inc.

Casey McDonald

(646) 577-8520

cmcdonald@tiberend.com

Source: Enveric Biosciences, Inc.

FAQ

How much did Enveric Biosciences (ENVB) raise in its January 2025 public offering?

Enveric Biosciences raised $5 million in gross proceeds through its January 2025 public offering.

What is the exercise price and expiration of ENVB's new warrants?

The Series A and Series B warrants both have an exercise price of $3.00 per share. Series A warrants expire in five years, while Series B warrants expire in eighteen months.

How many shares and warrants were issued in ENVB's 2025 public offering?

The offering included 1,666,666 shares of common stock (or equivalents) and two series of warrants to purchase up to 3,333,332 additional shares in total.

What will ENVB use the proceeds from its 2025 public offering for?

Enveric Biosciences intends to use the net proceeds for product development, working capital, and general corporate purposes.