Enveric Biosciences Announces Confidential Submission of Registration Statement for the Spin-off of its Cannabinoid Business to Shareholders

Rhea-AI Summary

Enveric Biosciences (NASDAQ: ENVB) announced the confidential submission of a Form S-1 draft registration statement to the SEC for a spin-off of its cannabinoid pipeline into a subsidiary named Akos Biosciences. The spin-off aims to enhance strategic focus and unlock potential value, allowing each entity to raise capital independently. Shareholders will own a majority of Akos post-separation, which is expected to list on Nasdaq in the first half of 2023. The dividend will be taxable for U.S. federal income purposes.

Positive

• Confidential submission of Form S-1 for spin-off could unlock value of Akos Biosciences.
• Separation allows for greater strategic focus for both companies.
• Potentially better capital-raising opportunities for both entities.

Negative

• Completion of the spin-off is subject to various conditions, creating uncertainty.
• No record date established for the spin-off yet.

The proposed spin-off would create two separate and distinct biotechnology companies, one developing next-generation psychedelic-inspired treatments and the other developing innovative cannabinoid treatments

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Enveric Biosciences (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology company dedicated to the development of novel small-molecule therapeutics for the treatment of anxiety, depression and addiction disorders, today announced the confidential submission of a Form S-1 draft registration statement with the U.S. Securities and Exchange Commission (‘SEC’) for the spin-off its cannabinoid clinical development pipeline to a wholly-owned subsidiary, Akos Biosciences, Inc. (‘Akos’), by way of dividend to Enveric shareholders.

Dr. Joseph Tucker, CEO of Enveric Biosciences, said, “We are pleased to have confidentially submitted our registration statement for the spin-off, which we believe will unlock the unrealized value of what we are now calling Akos. The proposed separation will also create greater strategic focus for each company and as a separately traded public stock will allow each to be in a better position to raise capital and align management strategies with the interests of shareholders.”

Upon consummation of the potential spinoff, if completed, Enveric shareholders, as of the record date for the separation, will own a majority of Akos. Akos is expected to be listed on The Nasdaq Capital Market after the completion of the potential spin-off. No record date for the potential spin-off has been established as of the date of this press release and the completion of the potential spin-off remains subject to various conditions. The spin-off is expected to be completed in the first half of 2023. The dividend will be treated as a taxable event for U.S. federal income tax purposes.

About Enveric Biosciences

Enveric Biosciences (NASDAQ: ENVB) is a biotechnology company dedicated to the development of novel small-molecule therapeutics for the treatment of anxiety, depression and addiction disorders. For more information, please visit www.enveric.com.

No Offer

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").

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,” “proposed,” “is expected,” “budgets,” “scheduled,” “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, would, or might occur or be achieved. Forward-looking statements consist of not purely historical statements, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. 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 spin-off its cannabinoid assets; the ability to achieve the value creation contemplated by technical developments; the impact of the novel coronavirus (COVID-19) on Enveric’s ongoing and planned clinical trials; the geographic, social and economic impact of COVID-19 on Enveric’s ability to conduct its business and raise capital in the future when needed; delays in planned clinical trials; the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; Enveric’s ability to manufacture product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; and the ability to secure and enforce legal rights related to Enveric’s products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to Enveric, is set forth in Enveric’s filings with the Securities and Exchange Commission (SEC), including Enveric’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Enveric disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221128005007/en/

Valter Pinto / Allison Soss

KCSA Strategic Communications

212.896.1254 / 212.896.1267

valter@kcsa.com / asoss@kcsa.com

Source: Enveric Biosciences

FAQ

What is the spin-off plan for Enveric Biosciences (ENVB)?

Enveric plans to spin off its cannabinoid pipeline into a subsidiary named Akos Biosciences, announced via a Form S-1 submission.

When is the expected completion date for the Enveric Biosciences spin-off?

The spin-off is expected to be completed in the first half of 2023, but is subject to various conditions.

Will shareholders benefit from the spin-off of Akos Biosciences?

Yes, Enveric shareholders will own a majority of Akos following its spin-off.

What are the tax implications of the Enveric Biosciences spin-off?

The dividend from the spin-off will be treated as a taxable event for U.S. federal income tax purposes.