As filed with the Securities and Exchange Commission on February 9, 2026 Registration No. 333-[_] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENVERIC BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 95-4484725 (I.R.S. Employer Identification Number) Enveric Biosciences, Inc. 245 First Street, Riverview II, 18th Floor Camb ...

Article contentThis 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,” “exp ...

Core Viewpoint - Enveric Biosciences has announced the issuance of a new U.S. patent for novel neuroplastogenic small-molecule therapeutics aimed at treating psychiatric and neurological disorders [1] Company Summary - Enveric Biosciences is a biotechnology company focused on developing innovative therapeutics for psychiatric and neurological conditions [1] - The newly issued patent, U.S. Patent No. 12,492,179, covers compositions and treatment methods for substituted ethylamine fused heterocyclic mescaline derivatives [1]

Core Viewpoint - Enveric Biosciences, Inc. has successfully closed the exercise of certain outstanding warrants, allowing for the purchase of 426,390 shares at specified exercise prices [1] Group 1: Company Actions - The company announced the closing of the exercise of warrants to purchase up to an aggregate of 426,390 shares [1] - The warrants were originally issued in February 2025 and September 2025 [1] - The exercise prices for the shares are set at $36.00 and $10.98 per share [1]

Core Viewpoint - Enveric Biosciences, Inc. has entered into definitive agreements for the immediate exercise of certain outstanding warrants to purchase a total of 426,390 shares at specified exercise prices [1] Group 1: Company Actions - The company is advancing next-generation neuroplastogenic small molecules aimed at addressing psychiatric and neurological disorders [1] - The warrants were originally issued in February 2025 and September 2025, with exercise prices of $36.00 and $10.98 respectively [1]

Core Insights - The stock market has experienced significant movements among top gainers, with notable price changes and trading volumes in various sectors [1] Company Summaries - Beasley Broadcast Group, Inc. (BBGI) saw its stock price surge to $17.74, a 338.27% increase, with a trading volume exceeding 35 million shares, following a third-quarter revenue report of $51 million [2][7] - ASPAC III Acquisition Corp. (ASPC) experienced a stock price increase to $24.3, up by 131.87%, on a volume of approximately 2.87 million shares, driven by investor interest in potential mergers or acquisitions [3][7] - ASPAC's unit, ASPCU, also saw its stock rise to $24.11, a 129.40% increase, with a trading volume of around 51,758 shares, reflecting similar investor sentiment [3][7] - Enveric Biosciences, Inc. (ENVB) had its stock price increase to $10.15, up by 71.61%, with trading volume over 32 million shares, following a significant patent allowance for its EVM301 Series molecules [4][7] - Creative Global Technology Holdings Limited (CGTL) reported a stock price climb to $1.09, a 65.18% increase, with over 21 million shares traded, highlighting investor interest in its recycled consumer electronics business model [5][7] Market Dynamics - The movements in stock prices underscore the dynamic nature of the market, with companies across various sectors experiencing significant volatility, attracting investor attention for future developments [6]

Market Overview - U.S. stocks showed mixed performance with the Dow Jones index gaining over 200 points, up 0.50% to 47,799.21, while NASDAQ fell 0.18% to 23,533.49 and S&P 500 rose 0.11% to 6,849.05 [1] - Industrial shares increased by 0.8%, while information technology stocks decreased by 0.6% [1] Commodity Market - U.S. crude oil inventories decreased by 1.812 million barrels, contrasting with a gain of 0.574 million barrels in the previous week and against market expectations of a 2.3 million barrel decline [2][9] - Oil prices fell by 0.8% to $57.78, while gold decreased by 0.3% to $4,225.70; silver rose by 0.5% to $61.150, and copper increased by 0.7% to $5.3550 [4] European Market - European shares were mixed, with the eurozone's STOXX 600 rising 0.05%, Spain's IBEX 35 Index up 0.12%, and London's FTSE 100 up 0.23%. In contrast, Germany's DAX 40 fell 0.17% and France's CAC 40 decreased by 0.45% [5] Asian Market - Asian markets closed mostly lower, with Japan's Nikkei down 0.10%, Hong Kong's Hang Seng up 0.42%, China's Shanghai Composite down 0.23%, and India's BSE Sensex down 0.32% [6] Company Performance - Photronics Inc (NASDAQ:PLAB) shares surged 35% to $34.66 after reporting better-than-expected fourth-quarter results and issuing first-quarter guidance above analyst estimates [8] - Braze Inc (NASDAQ:BRZE) shares increased by 16% to $35.42 following an upward revision of FY2026 adjusted EPS and sales guidance after strong third-quarter revenue [8] - Enveric Biosciences, Inc. (NASDAQ:ENVB) shares rose 78% to $10.56 after receiving a Notice of Allowance for a patent application related to its EVM301 Series molecules [8] - AeroVironment, Inc. (NASDAQ:AVAV) shares fell 10% to $252.56 after reporting mixed earnings and guidance [8] - Mama's Creations Inc (NASDAQ:MAMA) shares dropped 9% to $13.03 despite reporting positive third-quarter financial results [8] - Pomdoctor Limited (NASDAQ:POM) shares plummeted 73% to $1.4799 [8] Economic Indicators - U.S. compensation costs for civilian workers rose by 0.8% in the third quarter, compared to a 0.9% gain in the previous period [7]

Market Overview - US stock futures showed slight gains ahead of the Federal Reserve's policy decision, with Dow futures hovering around 47,635, S&P 500 futures at 6,856, and Nasdaq 100 futures at 25,724.25 [1][2] - The market is pricing in a 90% probability of a quarter-point rate cut by the Fed, indicating strong expectations for monetary easing [1][2] Federal Reserve Insights - The Federal Open Market Committee (FOMC) is experiencing internal divisions, with some officials advocating for easier policy to support a cooling labor market, while others caution that further cuts could risk inflation as price pressures stabilize [2][5] - The cautious tone in equities reflects traders' reluctance to take large positions until the Fed provides clarity on its 2026 policy path [5][6] Stock Market Movements - Tuesday's trading session lacked clear direction, with the Dow Jones Industrial Average declining due to weakness in JPMorgan, while the Nasdaq Composite saw slight gains driven by Tesla and Alphabet [6] - Upcoming earnings reports from Oracle, Broadcom, Costco, and Lululemon are anticipated as key indicators for market performance, particularly in AI-driven cloud spending [6] Silver Market Dynamics - Silver prices reached a historic high of $61.47 per ounce, reflecting a significant rally driven by severe supply tightness, elevated borrowing rates, and speculative bets on a Fed rate cut [10][11] - Silver has more than doubled in 2025, outperforming gold's 60% increase, with a major supply crunch in October contributing to the price surge [12] - Despite some inventory returning to London vaults, high borrowing costs indicate ongoing supply tightness, compounded by decade-low Chinese inventories affecting global supply chains [12]

Core Insights - Enveric Biosciences Inc. (NASDAQ:ENVB) shares experienced a significant increase of 73.82% in after-hours trading, reaching a price of $10.29, following a closing price of $5.92, which was down 2.47% on the same day [1]. Patent Announcement - The company received a Notice of Allowance from the U.S. Patent and Trademark Office for a patent application related to its EVM301 Series molecules, aimed at potential treatments for mental health disorders [2]. - The patent titled "N-heterocycle substituted tryptamine derivatives and methods of using" includes claims that could broaden Enveric's pipeline by covering additional neuroplastogenic, non-hallucinogenic molecules for treating neuropsychiatric and addiction disorders [3]. Product Development - The patent is expected to strengthen Enveric's EVM301 Series portfolio, which features its lead asset, EB-003, a non-hallucinogenic serotonin receptor agonist under development for depressive and anxiety disorders [4]. Company Strategy - Joseph Tucker, Director and CEO of Enveric, emphasized the importance of reinforcing the patent estate around EB-003 and the EVM301 Series of compounds to generate value for shareholders [5]. Stock Performance - Despite the recent surge, ENVB stock has seen a substantial decline of 91.57% year-to-date, with a market capitalization of $3.45 million and an annual trading range between $4.88 and $96.30 [5]. - Benzinga Edge Stock Rankings indicate a negative price trend for ENVB across all time frames [6].

Financial Performance - For the three months ended September 30, 2025, total operating expenses were $1,873,943, a decrease of approximately 10% from $2,083,192 in the same period of 2024[97]. - The net loss for the three months ended September 30, 2025, was $1,873,669, compared to a net loss of $2,084,032 for the same period in 2024, reflecting an improvement of approximately 10%[97]. - The company incurred a loss from operations of $6,580,525 for the nine months ended September 30, 2025, contributing to an accumulated deficit of $112,652,321[104]. - Net cash used in operating activities was $6,356,680 for the nine months ended September 30, 2025, compared to $6,414,590 in 2024[108]. - Cash on hand as of September 30, 2025, was $3,757,594, which is insufficient to meet operating cash needs for the next 12 months[105]. - Management has substantial doubt about the company's ability to continue as a going concern for a period of one year from the issuance of the financial statements[106]. Expenses - General and administrative expenses increased by $235,496, or 20%, to $1,431,157 for the three months ended September 30, 2025, primarily due to higher marketing and legal expenses[98]. - General and administrative expenses decreased to $4,010,313 for the nine months ended September 30, 2025, from $4,329,565 for the same period in 2024, a decrease of 7%[101]. - Research and development expenses decreased by $400,300, or approximately 50%, to $402,417 for the three months ended September 30, 2025, driven by reduced costs in various areas[99]. - Research and development expenses increased to $2,408,839 for the nine months ended September 30, 2025, from $1,873,873 in 2024, an increase of approximately 29%[102]. - The Company experienced a significant decrease in depreciation and amortization expense, which fell by approximately 52% to $40,369 for the three months ended September 30, 2025, due to full amortization of intangible assets[100]. - Depreciation and amortization expense decreased to $161,373 for the nine months ended September 30, 2025, from $255,002 in 2024, a decrease of approximately 37%[103]. Equity and Financing - The Company reported stockholders' equity of $3,456,176 as of September 30, 2025, regaining compliance with Nasdaq Listing Rule 5550(b)(1)[95]. - The Company entered into an at-the-market offering agreement with H.C. Wainwright & Co. to sell shares of Common Stock with an aggregate offering price of up to $1,854,151, raising net cash proceeds of $1,636,799 as of September 30, 2025[91]. - Net cash provided by financing activities was $7,890,361 for the nine months ended September 30, 2025, compared to $7,210,386 in 2024[111]. - The company has not generated revenue since inception and has relied on debt and equity financing to fund operations[104]. Compliance and Risks - The Company received notice of non-compliance with Nasdaq Listing Rule 5550(a)(2) due to a stock price below $1.00 but subsequently regained compliance following a 1-for-12 reverse stock split[96]. - The company is subject to foreign currency exchange rate risk due to transactions in Canadian and Australian dollars[116]. Product Development - The Company plans to advance its lead drug candidate EB-003 through preclinical studies and aims to initiate first-in-human studies to assess safety and tolerability[88]. - The EVM401 Series was unveiled on February 25, 2025, to broaden the pipeline with additional non-hallucinogenic molecules targeting addiction and neuropsychiatric disorders[90].