Enveric Biosciences Announces Exercise of Warrants for $2.2 Million Gross Proceeds

Biosciences Announces Exercise of Warrants for $2.2 Million Gross Proceeds

Mass., September 17, 2025 - Enveric Biosciences, Inc. (NASDAQ: ENVB) ("Enveric" or the "Company"), a biotechnology

company advancing next-generation neuroplastogenic small molecules to address psychiatric and neurological disorders, today announced

the entry into definitive agreements for the immediate exercise of certain outstanding series A warrants to purchase up to an aggregate

of 1,212,499 shares of common stock of the Company and series B warrants to purchase up to an aggregate of 1,212,499 shares of common

stock originally issued in February 2025, having an exercise price of $3.00 per share, at a reduced exercise price of $0.915 per share.

The shares of common stock issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form

S-1 (No. 333-284277). The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $2.2 million,

prior to deducting placement agent fees and estimated offering expenses.

Wainwright & Co. is acting as the exclusive placement agent for the offering.

consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered series C warrants to purchase

up to 2,424,998 shares of common stock and new unregistered Series D warrants to purchase up to 2,424,998 shares of common stock. The

series C new warrants will have an exercise price of $0.915 per share, will be exercisable beginning on the effective date of stockholder

approval of the issuance of the shares issuable upon exercise of the new warrants and will expire five years thereafter. The series D

new warrants will have an exercise price of $0.915 per share, will be exercisable beginning on the effective date of stockholder approval

of the issuance of the shares issuable upon exercise of the new warrants and will expire eighteen months thereafter.

offering is expected to close on or about September 18, 2025, subject to satisfaction of customary closing conditions. The Company intends

to use the net proceeds from the offering for product development, working capital and general corporate purposes.

new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements

of the Securities Act of 1933, as amended (the "1933 Act") and, along with the shares of common stock issuable upon their

exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the

Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The Company has

agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the

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.

Biosciences (NASDAQ: ENVB) is a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics

that address unmet needs in psychiatric and neurological disorders. By leveraging a differentiated drug discovery platform and a growing

library of protected chemical structures, Enveric is advancing a pipeline of novel compounds designed to promote neuroplasticity without

hallucinogenic effects. Enveric's lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT A and

5-HT B receptors to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience.

more information, please visit www.enveric.com.

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 completion of the offering, the satisfaction of customary closing conditions related to the offering, the receipt of stockholder

approval and 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: 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.

Strategic Advisors, Inc.

Strategic Advisors, Inc.