PART I [Business](index=6&type=section&id=Item%201.%20Business) Enveric Biosciences develops mental health and oncology treatments using psychedelic-derived molecules and synthetic cannabinoids, leveraging its Psybrary™ and PsyAI™ tools - The company's core business is developing **next-generation mental health and oncology treatments** using psychedelic-derived molecules and synthetic cannabinoids, with an initial focus on palliative care for cancer patients[20](index=20&type=chunk) - On **September 16, 2021**, Enveric completed an amalgamation with **MagicMed Industries**, acquiring its proprietary psychedelic derivatives library, the Psybrary™, and its AI discovery tool, PsyAI™[22](index=22&type=chunk)[29](index=29&type=chunk) Product Candidate Pipeline | Product Candidate | Targeted Indications | Status | Expected Next Steps | | :--- | :--- | :--- | :--- | | **EV104** | Osteoarthritis | Research & Development, Lead Optimization | Synthesis of molecular conjugates | | **EVM-101** | Cancer Related Distress (CRD) | Research & Development / Discovery | Exploratory Phase 1/2 trial | | **EVM-201** | Cancer Related Distress (CRD) | Research & Development, Lead Optimization | In-vitro and in-vivo experimentation | | **EVM-301** | Mental health indication | Research & Development, Hit-to-Lead Generation | In-vitro experimentation | | **EV102** | Radiation Dermatitis | Research & Development / IND-enabling studies | IND submission; Phase 1/2 clinical trial | | **EV101** | Glioblastoma Multiforme | Research & Development / Discovery | Exploratory Phase 1/2 trial | - The company's intellectual property portfolio includes **16 owned patent applications** related to psychedelics (psilocybin, psilocin, mescaline derivatives) and several owned and in-licensed patents for cannabinoid-based therapies[40](index=40&type=chunk)[47](index=47&type=chunk)[52](index=52&type=chunk) - Enveric collaborates with academic and industry partners, including **Tikun Olam Ltd., St. George's University of London, and The University of Calgary**, to accelerate product development and clinical trials[72](index=72&type=chunk)[73](index=73&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including product development uncertainty, substantial funding needs, stringent regulatory hurdles for controlled substances, intense competition, and potential Nasdaq delisting - The company's success is **highly dependent** on its early-stage product candidates, which may never receive regulatory approval or be successfully commercialized[149](index=149&type=chunk)[150](index=150&type=chunk) - Enveric has **significant and increasing liquidity needs** and will require additional capital to fund operations, clinical trials, and potential commercialization, with no assurance that such funding will be available[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - The psychedelic-derived therapeutic candidates are subject to **strict controlled substance laws** in the U.S. and other countries, with psychedelics like psilocybin classified as **Schedule I substances**, presenting significant hurdles for clinical trials and commercial marketing[249](index=249&type=chunk)[250](index=250&type=chunk) - The company has never been profitable, has no products approved for sale, and has an accumulated deficit of **$60.7 million** as of the report date[214](index=214&type=chunk) - The company faces **intense competition** from major pharmaceutical and biotech companies with greater financial and development resources[172](index=172&type=chunk) - On **February 18, 2022**, the company received a notice from Nasdaq for failing to meet the minimum **$1.00** bid price requirement, posing a risk of delisting if compliance is not regained[365](index=365&type=chunk) - A **material weakness** in internal control over financial reporting was identified, related to inadequate segregation of duties, which could impact the accuracy of financial reporting[322](index=322&type=chunk)[324](index=324&type=chunk) [Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - The company reports **no unresolved staff comments**[371](index=371&type=chunk) [Properties](index=62&type=section&id=Item%202.%20Properties) The company's principal corporate office in Naples, Florida, is held under a month-to-month operating lease - The principal corporate office is in **Naples, Florida**, under a **month-to-month operating lease**[372](index=372&type=chunk) [Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no pending litigation expected to materially affect its financial condition or operations - There is **no pending litigation** expected to have a material adverse effect on the company's results of operations, financial condition, or cash flows[373](index=373&type=chunk) [Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports that mine safety disclosures are not applicable - The company reports that mine safety disclosures are **not applicable**[374](index=374&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer's Purchases of Equity Securities](index=63&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%27s%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under 'ENVB', with approximately 170 stockholders, and no cash dividends have been paid or are planned - The company's common stock is listed on the **Nasdaq Capital Markets** under the symbol "**ENVB**"[377](index=377&type=chunk) - As of **March 29, 2022**, the company had approximately **170 stockholders** of record[378](index=378&type=chunk) - The company has **never paid cash dividends** and does not plan to in the foreseeable future[379](index=379&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=63&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Operating expenses surged to **$64.6 million** in 2021, driven by a **$38.7 million** impairment charge, widening the net loss to **$49.0 million**, with future liquidity dependent on recent **$9.2 million** financing and ongoing Nasdaq delisting risk Results of Operations Comparison (2021 vs. 2020) | Metric | Year Ended 2021 | Year Ended 2020 | | :--- | :--- | :--- | | **Total operating expenses** | $64,623,420 | $5,617,317 | | Impairment of intangible assets and goodwill | $38,678,918 | $0 | | **Loss from operations** | ($64,623,420) | ($5,617,317) | | **Net loss** | ($48,976,896) | ($6,864,676) | | **Net loss per share** | ($2.07) | ($1.19) | - Operating expenses increased by **$59.0 million** (**1,050%**) in 2021, primarily due to a **$38.7 million** impairment charge, a **$4.6 million** increase in R&D costs, and a **$9.8 million** increase in stock-based compensation[416](index=416&type=chunk) - A sustained decline in the company's stock price in **Q4 2021** triggered an impairment analysis, resulting in a **$30.5 million** impairment of intangible assets and an **$8.2 million** impairment of goodwill[403](index=403&type=chunk) - The company raised approximately **$9.2 million** in net proceeds from a public offering in **February 2022**, which is expected to fund operations for at least the **next twelve months**[391](index=391&type=chunk)[393](index=393&type=chunk)[424](index=424&type=chunk) - On **February 18, 2022**, the company received a notice from Nasdaq for failing to meet the **$1.00** minimum bid price requirement, initiating a **180-day** compliance period to regain compliance[394](index=394&type=chunk)[427](index=427&type=chunk) Summary of Cash Flows (2021 vs. 2020) | Cash Flow Activity | Year Ended 2021 | Year Ended 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | ($11,457,671) | ($3,888,785) | | Net cash provided by (used in) investing activities | $2,190,609 | ($44,143) | | Net cash provided by financing activities | $24,899,659 | $5,531,270 | | **Net increase in cash** | **$15,777,539** | **$1,534,746** | [Quantitative and Qualitative Disclosure About Market Risk](index=79&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company reports this item is not applicable - The company reports that this item is **not applicable**[495](index=495&type=chunk) [Financial Statements and Supplementary Data](index=79&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Consolidated financial statements and supplementary data are included at the end of the Annual Report on Form 10-K, starting on page F-1 - The required financial statements and supplementary data are included at the end of the report, starting on page **F-1**[496](index=496&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=80&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - The company reports **no disagreements** with accountants on accounting and financial disclosure[498](index=498&type=chunk) [Controls and Procedures](index=80&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of **December 31, 2021**, due to a material weakness in internal control over financial reporting, with remediation efforts underway - Management concluded that disclosure controls and procedures were **not effective** as of **December 31, 2021**[499](index=499&type=chunk) - A **material weakness** was identified due to **insufficient segregation of duties** in finance and accounting functions, lack of formalized control documentation, and ineffective control activities over the control environment[504](index=504&type=chunk) - **Remediation efforts are underway**, including engaging third-party experts for design and testing, implementing new software for improved controls, and using external experts for supervision and financial reporting assistance[507](index=507&type=chunk) [Other Information](index=81&type=section&id=Item%209B.%20Other%20Information) The company reported no other information in this section - The company reports **no other information**[508](index=508&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=81&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) The company reported no disclosures regarding foreign jurisdictions that prevent inspections - The company reports **no disclosures are required** under this item[509](index=509&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=82&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's executive leadership and seven-member Board of Directors, including committee structures and noted late Section 16(a) filings Executive Officers and Directors | Name | Position(s) | | :--- | :--- | | David Johnson | Executive Chairman | | Joseph Tucker, PhD | Chief Executive Officer and Director | | Avani Kanubaddi | President and Chief Operating Officer | | Dr. Bob Dagher | Chief Medical Officer | | Peter Facchini, PhD | Chief Innovation Officer | | Carter Ward | Chief Financial Officer | | George Kegler | Director and Chair of the Audit Committee | | Dr. Douglas Lind | Director | | Sol Mayer | Director and Chair of the Nominating and Corporate Governance Committee | | Dr. Marcus Schabacker | Director and Chair of the Compensation Committee | | Brad Thompson, PhD | Director | - The Board of Directors consists of **seven members**, with George Kegler, Sol Mayer, Dr. Marcus Schabacker, and Dr. Douglas Lind determined to be **independent directors** according to Nasdaq Listing Rules[539](index=539&type=chunk)[541](index=541&type=chunk) - The company has adopted a **Code of Corporate Conduct and Ethics and Whistleblower Policy**, which is available on its website[537](index=537&type=chunk) - Several **late Form 3 and Form 4 filings** were reported for directors and officers in Fiscal 2021, mostly related to initial ownership reports for new appointees[531](index=531&type=chunk)[532](index=532&type=chunk)[533](index=533&type=chunk) [Executive Compensation](index=89&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for **2021** was heavily weighted towards stock awards, with total compensation for key executives including **$6.9 million** for David Johnson and **$2.5 million** for Joseph Tucker 2021 Summary Compensation Table | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | David Johnson, Executive Chairman | 2021 | $250,000 | $168,750 | $6,469,066 | $6,887,816 | | Joseph Tucker, Chief Executive Officer | 2021 | $92,083 | $159,063 | $2,226,992 | $2,478,138 | | Avani Kanubaddi, President and COO | 2021 | $302,500 | $144,570 | $3,789,523 | $4,236,593 | - Employment agreements for key executives provide for severance payments, typically equal to **12 months of base salary**, upon termination by the company without cause or by the executive for good reason[601](index=601&type=chunk) - Non-employee directors are compensated with cash fees and equity awards; for example, in 2021, George Kegler received **$38,500** in cash and **$76,594** in equity awards[604](index=604&type=chunk) - Equity awards are granted under the **Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan**, which authorizes various types of awards including stock options, RSUs, and RSAs[606](index=606&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=100&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of **March 29, 2022**, directors and executive officers collectively beneficially owned **9.3%** of the company's **52,585,120** outstanding common shares Beneficial Ownership of Directors and Officers (as of March 29, 2022) | Name | Shares Beneficially Owned | Percentage of Shares Outstanding | | :--- | :--- | :--- | | Joseph Tucker, PhD | 1,568,220 | 2.8% | | Avani Kanubaddi | 789,484 | 1.4% | | Peter Facchini, PhD | 1,330,329 | 2.3% | | David Johnson | 1,347,722 | 2.4% | | All directors and officers as a group (9 persons) | 5,152,322 | 9.3% | - As of **March 29, 2022**, there were **52,585,120 shares** of common stock outstanding[632](index=632&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=101&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) This section details significant related-party transactions, including the MagicMed Industries amalgamation and complex financing and IP agreements involving Jay Pharma with Alpha Capital Anstalt and Tikkun Pharma - The amalgamation with **MagicMed Industries** involved acquiring a company where key incoming executives, Dr. Joseph Tucker and Dr. Peter Facchini, were existing shareholders[642](index=642&type=chunk)[643](index=643&type=chunk) - Prior to its acquisition by Enveric, Jay Pharma engaged in significant financing transactions with Alpha Capital Anstalt, including a **$2 million** bridge loan and a **$3 million** private placement, which converted into Enveric securities[651](index=651&type=chunk)[661](index=661&type=chunk) - Jay Pharma acquired intellectual property rights from Tikkun Pharma in exchange for over **10 million** Jay Pharma shares, of which **7.77 million** were subsequently sold by Tikkun to Alpha for a nominal price of $10.00[676](index=676&type=chunk)[677](index=677&type=chunk) [Principal Accountant Fees and Services](index=109&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company changed independent accountants multiple times, with total professional service fees increasing to **$235,110** in **2021** from **$31,000** in **2020**, all pre-approved by the Audit Committee - The company changed its independent accountant twice during the period, ultimately appointing **Friedman LLP** in **June 2021**[690](index=690&type=chunk) Accountant Fees (2021 vs. 2020) | Fee Type | 2021 | 2020 | | :--- | :--- | :--- | | Audit fees | $170,025 | $15,000 | | Tax fees | $10,000 | $16,000 | | Audit-related fees | $5,150 | $0 | | All other fees | $49,935 | $0 | | **Total** | **$235,110** | **$31,000** | - All services provided by the independent auditor were **pre-approved** by the company's audit committee[693](index=693&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=110&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules.) This section lists all documents filed as part of the Annual Report on Form 10-K, including consolidated financial statements and a detailed index of exhibits - This section provides a list of **all financial statements and schedules** filed with the report[697](index=697&type=chunk) - An **index to all exhibits** is included, referencing key corporate documents, agreements, and certifications[698](index=698&type=chunk)[700](index=700&type=chunk) [Form 10–K Summary](index=110&type=section&id=Item%2016.%20Form%2010%E2%80%93K%20Summary.) The company reports this item is not applicable - The company reports that this item is **not applicable**[699](index=699&type=chunk)

PART I. FINANCIAL INFORMATION Presents the company's unaudited condensed consolidated financial statements and related disclosures [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Enveric Biosciences, Inc. and its subsidiaries, including balance sheets, statements of operations and comprehensive loss, statements of changes in shareholders' equity, and statements of cash flows, along with detailed notes explaining the company's business, significant accounting policies, intangible assets, commitments, share capital, and the MagicMed Industries Inc. amalgamation [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Details the company's financial position, including assets, liabilities, and equity, at specific reporting dates | Assets/Liabilities/Equity | September 30, 2021 | December 31, 2020 | | :------------------------ | :----------------- | :---------------- | | **Assets:** | | | | Cash | $21,448,426 | $1,578,460 | | Total current assets | $22,281,542 | $2,279,170 | | Intangible assets, net | $38,273,667 | $1,817,721 | | Goodwill | $9,061,927 | — | | Total assets | $69,757,704 | $4,096,891 | | **Liabilities:** | | | | Total current liabilities | $2,162,812 | $681,250 | | Deferred tax liability | $9,061,927 | — | | Warrant liability | $3,166,116 | — | | Total liabilities | $14,390,855 | $681,250 | | **Shareholders' Equity:** | | | | Total shareholders' equity| $55,366,849 | $3,415,641 | | Total Liabilities and shareholders' equity | $69,757,704 | $4,096,891 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Reports the company's financial performance, including revenues, expenses, and net loss, over specific periods | Metric (Three Months Ended Sep 30) | 2021 | 2020 | | :--------------------------------- | :------------ | :----------- | | Research and development costs | $1,219,339 | $63,302 | | General and administrative expenses| $2,123,834 | $426,532 | | Total operating expenses | $3,516,869 | $489,834 | | Loss from Operations | $(3,516,869) | $(489,834) | | Change in fair value of warrant liabilities | $804,833 | — | | Net Loss | $(2,712,406) | $(565,335) | | Comprehensive loss | $(2,718,916) | $(572,645) | | Net loss per share – basic and diluted | $(0.12) | $(0.10) | | Metric (Nine Months Ended Sep 30) | 2021 | 2020 | | :-------------------------------- | :------------- | :------------ | | Research and development costs | $2,295,826 | $134,259 | | General and administrative expenses| $10,864,696 | $1,959,785 | | Total operating expenses | $13,644,877 | $2,094,044 | | Loss from Operations | $(13,644,877) | $(2,094,044) | | Change in fair value of warrant liabilities | $7,077,376 | — |\ | Net Loss | $(6,871,406) | $(2,482,187) | | Comprehensive loss | $(6,875,442) | $(2,512,264) | | Net loss per share – basic and diluted | $(0.34) | $(0.43) | [Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) Outlines the changes in the company's equity components, such as share capital and accumulated deficit, over time | Equity Component (as of Sep 30, 2021) | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | | :------------------------------------ | :----------- | :----------- | :------------------------- | :------------------ | :----------------------------------- | :------------------------- | | Balance as of Dec 31, 2020 | 10,095,109 | $100,951 | $15,222,770 | $(11,759,557) | $(181,277) | $3,415,641 | | January 2021 registered direct offering, net | 2,221,334 | $22,213 | $4,594,874 | | | $4,617,087 | | February 2021 registered direct offering, net | 3,007,026 | $30,070 | $6,986,331 | | | $7,016,401 | | Stock based compensation | | | $3,591,565 | | | $3,591,565 | | Conversion of Series B Preferred Stock| (3,275,407) | $(32,754) | $32,754 | | | — | | Exercise of warrants, net | 851,099 | $8,511 | $3,258,734 | | | $3,267,245 | | Net loss | | | | $(3,250,711) | | $(3,250,711) | | Consideration paid pursuant to amalgamation agreement | 9,951,217 | $99,512 | $38,942,770 | | | $39,042,282 | | Balance as of Sep 30, 2021 | 31,383,632 | $313,836 | $73,869,289 | $(18,630,963) | $(185,313) | $55,366,849 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity (Nine Months Ended Sep 30) | 2021 | 2020 | | :-------------------------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(7,390,358) | $(1,638,798) | | Net cash provided by investing activities | $2,380,327 | — | | Net cash provided by financing activities | $24,899,652 | $1,932,196 | | Net increase in cash | $19,869,966 | $297,184 | **Supplemental Disclosure of Non-Cash Transactions (2021):** | Transaction | Amount | | :-------------------------------------------- | :------------ | | Issuance of Common Stock (MagicMed amalgamation) | $39,042,282 | | Deferred tax liability (MagicMed amalgamation) | $9,061,927 | | Fair value of warrants issued | $9,981,000 | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements, covering the company's business operations, significant accounting policies, specific asset and liability details, commitments, equity instruments, and the financial impact of the MagicMed Industries Inc. amalgamation [NOTE 1 - BUSINESS](index=10&type=section&id=NOTE%201%20-%20BUSINESS) Enveric Biosciences, Inc. is a pharmaceutical company focused on developing cannabinoid medicines. The company completed a reverse acquisition of Jay Pharma in December 2020 and acquired MagicMed Industries Inc. in September 2021, expanding its focus to psychedelic-derived pharmaceutical candidates. The accounting for the MagicMed amalgamation is provisional - Enveric Biosciences, Inc. (formerly Ameri Holdings, Inc.) is a pharmaceutical company developing innovative, evidence-based cannabinoid medicines[27](index=27&type=chunk) - On December 30, 2020, the company completed a tender offer for Jay Pharma Inc., which was treated as a reverse acquisition and recapitalization, making Jay Pharma a wholly-owned subsidiary[28](index=28&type=chunk) - On September 16, 2021, the company completed the amalgamation with MagicMed Industries Inc., acquiring all **outstanding** securities in exchange for company shares. MagicMed develops and commercializes psychedelic-derived pharmaceutical candidates, including its 'Psybrary' of psilocybin and DMT derivatives[29](index=29&type=chunk)[30](index=30&type=chunk)[36](index=36&type=chunk) - The accounting for the MagicMed amalgamation is provisional as of September 30, 2021, pending final purchase price calculation, opening balance sheet finalization, and valuation report[37](index=37&type=chunk) - The company has an accumulated **deficit** of approximately **$18,630,963** as of September 30, 2021, but believes existing **cash** is sufficient to fund operations for at least the next twelve months[38](index=38&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies, including the basis of presentation, use of estimates, foreign currency translation, accounting for warrant liabilities, offering costs, net loss per share, fair value measurements, business combinations, intangible assets, research and development, stock-based compensation, segment reporting, long-lived assets, goodwill, and income taxes. It also details recent accounting pronouncements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X[40](index=40&type=chunk) - The company accounts for warrants not indexed to its own stock as derivative liabilities at **fair value**, subject to remeasurement each reporting period, with changes recognized in other expense[46](index=46&type=chunk) - Potentially dilutive securities, including warrants, convertible notes, restricted stock units, restricted stock awards, and stock options, were excluded from diluted **net loss** per share calculation for the three and nine months ended September 30, 2021 and 2020, as their inclusion would be anti-dilutive[49](index=49&type=chunk)[50](index=50&type=chunk) | Potentially Dilutive Securities | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :------------------------------ | :------------------------------ | :----------------------------- | | Warrants to purchase common stock | 10,576,654 | 332,854 | | Convertible notes | — | 139,721 | | Restricted stock units | 5,775,171 | — | | Restricted stock awards | 28,861 | — | | Options to purchase common stock| 1,147,334 | 797,372 | | Total potentially dilutive securities | 17,528,020 | 1,269,947 | - The company uses Level 3 of the **fair value** hierarchy for warrant liabilities, which requires significant judgment or estimation due to the lack of an active market[57](index=57&type=chunk)[59](index=59&type=chunk) | Warrant Liabilities (Sep 30, 2021) | Level | Fair Value | | :--------------------------------- | :---- | :--------- | | Warrant liabilities – January Warrants | 3 | $1,487,234 | | Warrant liabilities – February Warrants| 3 | $1,416,391 | | Put rights in warrants (Ameri) | 2 | $262,491 | | Fair value as of September 30, 2021| | $3,166,116 | - The company accounts for business combinations using the acquisition method, recording **acquired assets** and liabilities at **fair value**, and **expenses** all acquisition costs as incurred[64](index=64&type=chunk) - Intangible **assets**, primarily in-process research and development (IPR&D), are considered indefinite-lived until development is complete and are tested for impairment annually[66](index=66&type=chunk)[67](index=67&type=chunk) - Research and development **expenses** are charged to operations as incurred, including internal and external costs for preclinical development, manufacturing, and clinical trials[70](index=70&type=chunk) - The company recognizes stock-based compensation **expense** using the **fair value** method, amortizing the grant date **fair value** over the vesting period[71](index=71&type=chunk) - The company operates as a single operating segment and reporting unit[73](index=73&type=chunk) - Goodwill is tested for impairment at least annually, with no impairment recorded for the three and nine months ended September 30, 2021[75](index=75&type=chunk)[76](index=76&type=chunk) - The company utilizes an **asset** and **liability** approach for income taxes and has a full valuation allowance against deferred tax **assets** due to historical losses[77](index=77&type=chunk)[141](index=141&type=chunk) [NOTE 3 – INTANGIBLE ASSETS](index=20&type=section&id=NOTE%203%20%E2%80%93%20INTANGIBLE%20ASSETS) This note details the company's intangible assets, including skincare assets, the Diverse Bio License Agreement, and in-process research and development. It also outlines the amortization expense recognized and the terms of the Diverse Bio License Agreement | Intangible Asset (as of Sep 30, 2021) | Useful Life | Carrying Amount | Accumulated Amortization | Net | | :------------------------------------ | :---------- | :-------------- | :----------------------- | :----------- | | Skincare Assets and License Agreements| 4 years | $1,944,689 | $(508,324) | $1,436,365 | | Diverse Bio License Agreement | 4 years | $675,000 | $(84,376) | $590,624 | | In process research and development | Indefinite | $36,246,678 | — | $36,246,678 | | Total | | $38,866,367 | $(592,700) | $38,273,667 | - Amortization **expense** for intangible **assets** was **$170,692** for the three months ended September 30, 2021 (vs. **$0** in 2020) and **$481,351** for the nine months ended September 30, 2021 (vs. **$0** in 2020)[88](index=88&type=chunk) - On March 5, 2021, the company **acquired** an exclusive, perpetual license from Diverse Biotech, Inc. to develop five therapeutic candidates for cancer patients, involving an upfront payment of **$675,000** and future royalties[89](index=89&type=chunk)[90](index=90&type=chunk) [NOTE 4 – COMMITMENTS AND CONTINGENCIES](index=21&type=section&id=NOTE%204%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note details various commitments and contingencies, including legal proceedings from stockholder demand letters and a lawsuit related to the reverse stock split and amalgamation, a development and clinical supply agreement with PureForm Global, Inc., a purchase agreement with Prof. Zvi Vogel and Dr. Ilana Nathan involving milestone payments and royalties, and license agreements with Tikkun affiliates - The company resolved several stockholder demand letters and a lawsuit related to its reverse stock split and the MagicMed amalgamation, making certain disclosures and paying settlements **totaling** **$155,000** to the purported stockholders' counsel[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - A three-year exclusive Development and Clinical Supply Agreement was entered with PureForm Global, Inc. on February 22, 2021, making PureForm the exclusive provider of synthetic cannabidiol (API) for the company's cancer treatment development plans[101](index=101&type=chunk)[102](index=102&type=chunk) - A purchase agreement with Prof. Zvi Vogel and Dr. Ilana Nathan includes a **$200,000** milestone payment upon utility patent issuance (accrued as of Sep 30, 2021) and a **$300,000** milestone upon Phase II(b) study initiation, plus **2% royalties** on net sales up to **$20 million**[104](index=104&type=chunk) - Agreements with Tikkun affiliates involve the assignment of in-licensed rights for pharmaceutical products related to GVHD and skincare business, and a license agreement for cannabis products in the US (excluding NY) for beauty and OTC cancer products, with royalty payments and minimum annual royalties[105](index=105&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) [NOTE 5 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS](index=24&type=section&id=NOTE%205%20-%20SHARE%20CAPITAL%20AND%20OTHER%20EQUITY%20INSTRUMENTS) This note details the company's equity activities, including registered direct offerings in January and February 2021, stock option grants and exercises, restricted stock awards, restricted stock units, and warrant issuances and exercises, providing a comprehensive view of changes in share capital - In January 2021, the company completed an offering of **2,221,334** common shares and pre-funded warrants, along with a private placement of warrants for **1,666,019** shares, raising approximately **$10,000,000** gross proceeds[113](index=113&type=chunk) - In February 2021, another offering of **3,007,026** common shares and a private placement of warrants for **1,503,513** shares generated approximately **$12,800,000** gross proceeds[114](index=114&type=chunk) | Stock Options (as of Sep 30, 2021) | Number of Shares | Weighted Average Exercise Price | | :--------------------------------- | :--------------- | :------------------------------ | | Outstanding – January 1, 2021 | 929,765 | $1.53 | | Granted | 80,000 | $3.50 | | Options assumed (MagicMed) | 973,840 | $1.34 | | Exercised | (143,796) | $0.23 | | Expired, forfeited, or cancelled | (692,475) | $1.69 | | Outstanding – September 30, 2021 | 1,147,334 | $1.57 | | Exercisable at September 30, 2021 | 931,810 | $1.52 | - Stock-based compensation **expense** for stock options was **$4,683** for both the three and nine months ended September 30, 2021[115](index=115&type=chunk) - During Q1 2021, options for **560,404** common shares were exchanged for **325,410** restricted stock units and **42,125** restricted stock awards, resulting in **$298,714** inducement **expense**[115](index=115&type=chunk) | Restricted Stock Awards (Nine Months Ended Sep 30, 2021) | Number of Shares | Weighted Average Fair Value | | :------------------------------------------------------- | :--------------- | :-------------------------- | | Non–vested at January 1, 2021 | — | — | | Granted | 70,986 | $3.84 | | Vested | (64,334) | $4.24 | | Non–vested at September 30, 2021 | 6,652 | $2.50 | - Stock-based compensation **expense** for restricted stock awards was **$23,995** for the three months and **$80,109** for the nine months ended September 30, 2021[117](index=117&type=chunk) | Restricted Stock Units (Nine Months Ended Sep 30, 2021) | Number of Shares | Weighted Average Fair Value | | :------------------------------------------------------ | :--------------- | :-------------------------- | | Non–vested at January 1, 2021 | — | — | | Granted | 5,775,171 | $3.65 | | Vested | (1,207,825) | $4.46 | | Non–vested at September 30, 2021 | 4,567,346 | $3.43 | - Stock-based compensation **expense** for restricted stock units was **$458,308** for the three months and **$4,710,225** for the nine months ended September 30, 2021[120](index=120&type=chunk) | Warrants (as of Sep 30, 2021) | Warrant Shares Outstanding | Weighted Average Exercise Price (USD) | | :---------------------------- | :------------------------- | :------------------------------------ | | Outstanding at January 1, 2021| 3,770,550 | $2.13 | | Issued | 4,146,146 | $4.90 | | Assumed (MagicMed) | 5,913,672 | $1.31 | | Exercised | (3,253,714) | $1.10 | | Outstanding at September 30, 2021| 10,576,654 | $2.76 | | Exercisable at September 30, 2021| 10,576,654 | $2.76 | [NOTE 6 – AMALGAMATION WITH MAGICMED INDUSTRIES INC.](index=26&type=section&id=NOTE%206%20%E2%80%93%20AMALGAMATION%20WITH%20MAGICMED%20INDUSTRIES%20INC.) This note details the amalgamation with MagicMed Industries Inc. completed on September 16, 2021. The acquisition involved issuing company shares, converting MagicMed options and warrants, and appointing MagicMed's designees to the board. MagicMed specializes in psychedelic-derived pharmaceutical candidates. The purchase price allocation is preliminary, resulting in goodwill primarily from deferred tax liabilities - The amalgamation with MagicMed Industries Inc. was completed on September 16, 2021, with MagicMed becoming an indirect wholly-owned subsidiary[122](index=122&type=chunk) - MagicMed shareholders received **9,951,237** Company Shares, representing approximately **31.7%** of the Company Shares post-amalgamation. Additionally, MagicMed stock options and warrants were converted into options and warrants to purchase Company Shares[124](index=124&type=chunk) - MagicMed Industries develops and commercializes psychedelic-derived pharmaceutical candidates, with its 'Psybrary' initially focusing on psilocybin and DMT derivatives[128](index=128&type=chunk) | Purchase Price Allocation (MagicMed Acquisition) | Fair Value | | :----------------------------------------------- | :----------- | | Stock (9,951,217 common shares issued) | $27,067,310 | | Fair value of warrants | $10,724,578 | | Fair value of options | $1,250,394 | | Deferred tax liability incurred | $9,061,927 | | Total Purchase Price | $48,104,209 | - The acquisition is accounted for as a business combination, with preliminary **fair values** assigned to **acquired assets** and assumed **liabilities**. Goodwill of **$9,061,927** is primarily attributable to deferred tax **liabilities** and is not deductible for tax purposes[130](index=130&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk) - Acquisition-related costs of approximately **$200,000** were incurred and included in general and administrative **expenses**[137](index=137&type=chunk) | Proforma Net Loss (MagicMed Acquisition) | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2020 | | :--------------------------------------- | :------------------------------ | :----------------------------- | | Net loss | $(862,582) | $(2,810,104) | | Proforma Net Loss (MagicMed Acquisition) | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--------------------------------------- | :------------------------------ | :----------------------------- | | Net loss | $(3,726,677) | $(10,922,678) | [NOTE 7 – INCOME TAXES](index=29&type=section&id=NOTE%207%20%E2%80%93%20INCOME%20TAXES) This note explains the company's income tax position, specifically the deferred tax liability arising from the MagicMed acquisition and the full valuation allowance against deferred tax assets due to historical losses - The MagicMed acquisition resulted in a deferred tax **liability** of **$9,061,927** due to intangible **assets** from in-process research and development that lack a tax basis[141](index=141&type=chunk) - A full valuation allowance against deferred tax **assets** was required as of September 30, 2021, and December 31, 2020, due to the company's history of losses, indicating it is more likely than not that the benefits will not be realized[141](index=141&type=chunk) [Item 2. Management's discussion and analysis of financial condition and results of operations](index=30&type=section&id=Item%202.%20Management's%20discussion%20and%20analysis%20of%20financial%20condition%20and%20results%20of%20operations) This section provides management's perspective on the company's financial condition and operational results, highlighting key business developments, financial performance for the three and nine months ended September 30, 2021, liquidity, and critical accounting policies. It also includes forward-looking statements and risk factors [Cautionary Note Regarding Forward-Looking Statements](index=30&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) Highlights the inherent risks and uncertainties associated with forward-looking statements in the report - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations, including dependence on product candidates, integration of MagicMed, COVID-19 impact, and the uncertain nature of clinical trials[144](index=144&type=chunk) [Business Overview](index=30&type=section&id=Business%20Overview) Overview of the company's strategic focus on developing cannabinoid and psychedelic pharmaceutical candidates - Enveric Biosciences is an early-development-stage biosciences company focused on developing innovative, evidence-based prescription products and combination therapies containing cannabinoids for cancer care, initially targeting palliative and supportive care[145](index=145&type=chunk)[146](index=146&type=chunk) - The company aims to advance a pipeline of novel cannabinoid combination therapies for hard-to-treat cancers like glioblastoma multiforme (GBM) and intends to focus on hemp-derived, non-THC cannabinoids (CBD, CBG) to comply with U.S. federal regulations[148](index=148&type=chunk)[150](index=150&type=chunk) [Tender Offer, Spin-Off and Reverse Stock Split](index=32&type=section&id=Tender%20Offer,%20Spin-Off%20and%20Reverse%20Stock%20Split) Describes the corporate actions including the reverse acquisition of Jay Pharma and a reverse stock split - On December 30, 2020, the company completed a tender offer for Jay Pharma, Inc., which was accounted for as a reverse merger, making Jay Pharma the accounting acquirer and its historical financial statements the historical financial statements of Enveric Biosciences[151](index=151&type=chunk) - Immediately following the tender offer, a 1-for-4 reverse stock split of the common stock was effected on December 30, 2020, with all share and per-share amounts retroactively adjusted[153](index=153&type=chunk) [Amalgamation Agreement with MagicMed Industries Inc.](index=32&type=section&id=Amalgamation%20Agreement%20with%20MagicMed%20Industries%20Inc.) Details the strategic acquisition of MagicMed Industries, expanding the company's pharmaceutical pipeline - The company completed the amalgamation with MagicMed Industries Inc. on September 16, 2021, acquiring all **outstanding** securities of MagicMed in exchange for Company Shares[154](index=154&type=chunk) - MagicMed shareholders received approximately **31.7%** of the Company Shares post-amalgamation, and MagicMed's business focuses on developing psychedelic-derived pharmaceutical candidates, including its 'Psybrary'[156](index=156&type=chunk)[160](index=160&type=chunk) [Recent Developments](index=34&type=section&id=Recent%20Developments) Summarizes significant recent events, including the resolution of stockholder litigation - The company addressed several stockholder demand letters and a lawsuit regarding its reverse stock split and the MagicMed amalgamation, making corrective disclosures and paying settlements **totaling** **$155,000**[162](index=162&type=chunk)[163](index=163&type=chunk) [Key Components of Our Results of Operations](index=34&type=section&id=Key%20Components%20of%20Our%20Results%20of%20Operations) Explains the primary drivers and trends influencing the company's operational expenses and financial performance - Operating **expenses**, including research and development, general and administrative, and depreciation/amortization, have **increased** due to product development activities and are expected to continue rising[164](index=164&type=chunk) [Results of Operations (Three Months Ended September 30, 2021 and 2020)](index=35&type=section&id=Results%20of%20Operations%20(Three%20Months%20Ended%20September%2030,%202021%20and%202020)) Compares the company's financial performance for the three-month periods ended September 30, 2021 and 2020 | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change ($) | Change (%) | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Research and Development Expense | $1,219,339 | $63,302 | $1,156,037 | 1,826% | | General and Administrative Expenses | $2,123,834 | $426,532 | $1,897,302 | 398% | | Depreciation and Amortization | $173,696 | $0 | $173,696 | N/A | | Change in Fair Value of Warrants | $804,833 | $0 | $804,833 | N/A | | Interest Expense | $(370) | $(75,501) | $75,131 | -99% | | Foreign Currency Translation | $(6,510) | $(7,310) | $800 | -11% | | Net Loss | $(2,712,406) | $(565,335) | $(2,147,071)| 380% | [Results of Operations (Nine Months Ended September 30, 2021 and 2020)](index=37&type=section&id=Results%20of%20Operations%20(Nine%20Months%20Ended%20September%2030,%202021%20and%202020)) Compares the company's financial performance for the nine-month periods ended September 30, 2021 and 2020 | Metric | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change ($) | Change (%) | | :-------------------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Research and Development Expense | $2,295,826 | $134,259 | $2,161,567 | 1,610% | | General and Administrative Expenses | $10,864,696 | $1,959,785 | $8,904,911 | 454% | | Depreciation and Amortization | $484,355 | $0 | $484,355 | N/A |\ | Change in Fair Value of Warrants | $7,077,376 | $0 | $7,077,376 | N/A | | Interest Expense | $(5,191) | $(388,143) | $382,952 | -99% | | Foreign Currency Translation | $(4,036) | $(30,077) | $26,041 | -87% | | Net Loss | $(6,871,406) | $(2,482,187) | $(4,389,219)| 177% | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's ability to meet its short-term and long-term financial obligations and fund operations - As of September 30, 2021, the company had an accumulated **deficit** of **$18,630,963** and **working capital** of **$20,118,730**[185](index=185&type=chunk) - **Cash** on hand was **$21,448,426** as of September 30, 2021, including **$3,055,327** received from the MagicMed amalgamation[186](index=186&type=chunk) - The company believes it has sufficient **cash** to meet funding requirements for the next year but anticipates needing additional financing for its development plan in the coming years[187](index=187&type=chunk) [Cash Flows](index=39&type=section&id=Cash%20Flows) Provides a detailed breakdown of cash generated and used across operating, investing, and financing activities | Cash Flow Activity (Nine Months Ended Sep 30) | 2021 | 2020 | | :-------------------------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(7,390,358) | $(1,638,798) | | Net cash provided by investing activities | $2,380,327 | — | | Net cash provided by financing activities | $24,899,652 | $1,932,196 | | Net increase in cash | $19,869,966 | $297,184 | - Operating activities **used** **$7,390,358** in **cash** in 2021, primarily due to a **net loss** of **$6,841,407**, partially offset by non-cash adjustments like stock-based compensation and depreciation/amortization[191](index=191&type=chunk) - Investing activities **provided** **$2,380,328** in **cash** in 2021, mainly from **$3,055,328** **cash** received in the MagicMed amalgamation, offset by **$675,000** for the Diverse Bio intellectual property acquisition[193](index=193&type=chunk) - Financing activities **provided** **$24,899,652** in **cash** in 2021, primarily from **$21,614,488** in net proceeds from common stock sales and **$3,285,164** from warrant exercises[195](index=195&type=chunk) [Off-Balance Sheet Arrangements](index=39&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of significant off-balance sheet financial commitments or liabilities - The company did not have any off-balance sheet financing arrangements, **liabilities**, guarantee contracts, or interests in unconsolidated entities[197](index=197&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) Refers to the key accounting policies and estimates that significantly impact the financial statements - The company's financial statements are prepared in accordance with U.S. GAAP, and management's discussion refers to Note 3 of its 2020 Annual Report on Form 10-K for significant accounting policies[198](index=198&type=chunk) [Warrant Liability](index=40&type=section&id=Warrant%20Liability) Explains the accounting treatment for warrants classified as derivative liabilities at fair value - Warrants not indexed to the company's own stock are accounted for as **liabilities** at **fair value** on the balance sheet, with changes in **fair value** recognized in the statement of operations[200](index=200&type=chunk) [Recent Accounting Standards](index=40&type=section&id=Recent%20Accounting%20Standards) Discusses the impact and evaluation of recently adopted and issued accounting pronouncements - The adoption of ASU No. 2019-12 (Income Taxes) and ASU 2020-10 (Codification Improvements) did not materially impact the financial statements[202](index=202&type=chunk)[203](index=203&type=chunk) - The company is currently evaluating the impact of ASU No. 2021-04 (Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options), effective January 1, 2022[204](index=204&type=chunk) [Concentration of Credit Risk](index=40&type=section&id=Concentration%20of%20Credit%20Risk) Addresses potential risks related to the concentration of cash in financial institutions - The company's **cash** accounts in financial institutions may exceed Federal depository insurance coverage, but management believes there is no significant credit risk[205](index=205&type=chunk) [Foreign Currency Risk](index=40&type=section&id=Foreign%20Currency%20Risk) Identifies the company's exposure to fluctuations in foreign currency exchange rates - The company is exposed to foreign currency risk due to transactions denominated in Canadian dollars, but has not entered into derivative instruments to hedge this risk, though it may do so in the future[206](index=206&type=chunk)[207](index=207&type=chunk) [Item 3. Quantitative and qualitative disclosures about market risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20qualitative%20disclosures%20about%20market%20risk) This section discusses the company's exposure to market risks, primarily foreign currency exchange rate fluctuations between the Canadian and U.S. dollars, and notes that no hedging instruments are currently in place - The company is subject to exposure from changes in the exchange rates of the Canadian dollar and the U.S. dollar, as its reporting currency is USD while a portion of transactions are in CAD[208](index=208&type=chunk) - The company has not entered into financial derivative instruments to hedge foreign currency exposures but may do so in the future[209](index=209&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting. Management concluded that disclosure controls were not effective as of September 30, 2021, due to material weaknesses, and is implementing a remediation plan - As of September 30, 2021, the company's disclosure controls and procedures were **not effective** due to **material weaknesses** in internal control over financial reporting[211](index=211&type=chunk)[212](index=212&type=chunk) - The **material weakness** identified relates to inadequate segregation of duties for processing, reviewing, and authorizing transactions[213](index=213&type=chunk)[214](index=214&type=chunk) - Management is implementing a remediation plan, including evaluating the **material weakness** and establishing procedures for documenting disclosures and disclosure controls[214](index=214&type=chunk)[215](index=215&type=chunk) PART II. OTHER INFORMATION Contains additional disclosures including legal proceedings, risk factors, and exhibits [Item 1. Legal proceedings](index=42&type=section&id=Item%201.%20Legal%20proceedings) This section states that the company is involved in routine legal proceedings but does not anticipate any material adverse effects on its financial position, results of operations, or cash flows - The company is periodically involved in legal proceedings in the ordinary course of business, but management believes no pending litigation will have a **material adverse effect** on its financial position, results of operations, or **cash flows**[218](index=218&type=chunk) [Item 1A. Risk factors](index=43&type=section&id=Item%201A.%20Risk%20factors) This section highlights specific risk factors, particularly the potential impact of political, economic, and military instability in Israel on the company's development programs, including a planned clinical cancer study - Political, economic, and military instability in Israel, including ongoing conflicts, may impede the company's development programs, specifically a planned Phase 1/2 clinical cancer study in Israel, which could **materially affect** its business[220](index=220&type=chunk)[221](index=221&type=chunk) [Item 2. Unregistered sales of equity securities and use of proceeds](index=43&type=section&id=Item%202.%20Unregistered%20sales%20of%20equity%20securities%20and%20use%20of%20proceeds) This section indicates that there were no unregistered sales of equity securities or use of proceeds to report - There were no unregistered sales of **equity** securities and use of proceeds to report[222](index=222&type=chunk) [Item 3. Defaults upon senior securities](index=43&type=section&id=Item%203.%20Defaults%20upon%20senior%20securities) This section states that there were no defaults upon senior securities - There were no defaults upon senior securities[223](index=223&type=chunk) [Item 4. Mine safety disclosures](index=43&type=section&id=Item%204.%20Mine%20safety%20disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[224](index=224&type=chunk) [Item 5. Other information](index=43&type=section&id=Item%205.%20Other%20information) This section states that there is no other information to report - There is no other information to report[225](index=225&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including various agreements, certificates, warrants, stock option plans, and certifications - The exhibits include Share Purchase Agreements, Tender Offer Support Agreements, Amended and Restated Certificate of Incorporation, Bylaws, Forms of Warrants, MagicMed Stock Option Plan, and certifications (302 and 906)[228](index=228&type=chunk) [Signatures](index=45&type=section&id=Signatures) This section contains the required signatures for the Form 10-Q, confirming its submission on behalf of Enveric Biosciences, Inc - The report is signed by Dr. Joseph Tucker, Chief Executive Officer (Principal Executive Officer) on November 12, 2021[232](index=232&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-38286 ENVERIC BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) | --- | --- | --- | |------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10–Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-38286 ENVERIC BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) | --- | --- | --- | |-------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10–K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-38286 ENVERIC BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) | --- | --- | |------------------------- ...

Company Overview & Strategy - Enveric Biosciences focuses on developing FDA-approved therapeutic solutions using natural compounds to address side effects of cancer therapy, targeting unmet medical needs in supportive care [5] - The company's strategy involves identifying promising natural compounds, conducting rigorous scientific evaluation, and partnering for commercial opportunities [12, 13, 14, 15, 16] - Enveric Biosciences aims for a time- and cost-efficient path to commercialization through combination therapies and strategic investments [5] Financial Status & Key Accomplishments - As of March 2021, Enveric Biosciences has over $20 million in cash and no debt [19] - The company raised over $20 million in capital [19] - Enveric Biosciences started trading on Nasdaq in December 2020 [19] Pipeline & Partnerships - Enveric Biosciences is developing a pipeline of novel therapies for radiodermatitis, glioblastoma, and chemotherapy-induced neuropathy [25] - The company has an exclusive agreement with PureForm Global to support cannabinoid clinical programs [19, 36] - Enveric Biosciences acquired an exclusive license from Diverse Biotech for 5 molecules, primarily dermatology-focused [40] Market & Unmet Needs - Radiodermatitis affects approximately 95% of all cancer patients receiving radiation therapy [27] - Chemotherapy-induced neuropathy has a 68% incidence at 3 months [31] - Glioblastoma Multiforme (GBM) affects 22,000 adults in the US each year, with 15,000 resulting in death [35]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 95-4484725 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock $0.01 par value per share AMRH The NASDAQ Stock Market LLC Warrants to Purchase Common Stock AMRHW The NASDAQ Stock Market LLC FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For t ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 Commission file number 001-38286 AMERI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 4080, McGinnis Ferry Road, Suite 1306, Alpharetta, Georgia (Address of principal executive offices) Registrant's tel ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock $0.01 par value per share AMRH The NASDAQ Stock Market LLC Warrants to Purchase Common Stock AMRHW The NASDAQ Stock Market LLC FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Commission file number 001-38286 AMERI Holdings, Inc. (Exact name of registrant ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission file number 001-38286 AMERI Holdings, Inc. (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | --- | |------------------------------------------------------------------------------------------------------------------|-------------------------------------------- ...