Full Press Release Details
Biosciences Inc. Announces $10 Million Registered Direct Offering
At-the-Market under Nasdaq Rules
FL, January 12th, 2021 - Enveric Biosciences Inc. (NASDAQ: ENVB), a patient-first biotechnology company developing
novel cannabinoid medicines to improve quality of life for cancer patients, today announced that it has entered into definitive
agreements with several institutional and accredited investors for the purchase and sale of 2,221,358 shares of Enveric's
common stock and common stock equivalents, at a purchase price of $4.5018 per share, in a registered direct offering priced at-the-market
under Nasdaq rules. Enveric has also agreed to issue to the investors unregistered warrants to acquire 1,666,019 shares of Common
Stock at $4.9519 per share, exercisable immediately and terminating five years after the date of issuance. The closing of the
offering is expected to occur on or about January 14th, 2021, subject to the satisfaction of customary closing conditions.
gross proceeds to Enveric from this offering are expected to be approximately $10 million, before deducting advisory and other
offering expenses. Enveric intends to use the net proceeds from this offering for working capital and general corporate purposes.
Capital Group, LLC acted as a financial advisor to the issuer.
shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by Enveric
pursuant to a "shelf" registration statement on Form S-3 (File No. 333-233260) previously filed with the Securities
and Exchange Commission (the "SEC") on August 14, 2019, and declared effective by the SEC on November 19, 2019. The
offering of the securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the
effective registration statement. A final prospectus supplement and accompanying prospectus relating to the shares of common stock
being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may
be obtained, when available, on the SEC's website at http://www.sec.gov.
warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants,
have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of
common stock 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 Act and such applicable state securities laws. Enveric has agreed to register
the shares of common stock issuable upon exercise of the warrants for resale pursuant to a customary registration rights agreement.
press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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 is a patient-first biotechnology company developing rigorously tested, novel cannabinoid medicines to improve quality
of life for cancer patients. Initial indications include radiodermatitis, a common and often severe side effect of radiation therapy,
and chemotherapy-induced neuropathy. For more information, please visit https://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", "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 statements that are not purely historical, 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 failure
of the offering described in this press release to close; 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 registration statement on
Form S-4 filed on May 28, 2020, as amended. 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.
Pinto / Allison Soss
Strategic Communications
Kasunich / Raquel Cona
Strategic Communications