エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 30, 2026
Date of Report (Date of earliest event reported)
Enveric Biosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38286 | 95-4484725 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Enveric Biosciences, Inc.
245 First Street, Riverview II, 18th Floor
Cambridge, MA, 02142
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (617) 444-8400
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | ENVB | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On April 14, 2026, Enveric Biosciences, Inc., a Delaware corporation (the “Company”), filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) for the 2026 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), which will be held on Thursday, May 28, 2026, at 10:00 a.m., Eastern Time. The Annual Meeting is being held for the following purposes:
| 1. | To elect six directors to serve until the Company’s 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified (“Election of Directors”); | |
| 2. | To approve by a non-binding advisory vote the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (the “Say-on-Pay Proposal”); | |
| 3. | To extend the approval of the Board of Directors of the Company (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), in substantially the form attached to the Proxy Statement as Annex A, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.01 per share (“Common Stock”), including stock held by the Company as treasury shares, at a ratio of 1-for-5 to 1-for-15 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement (a “Reverse Stock Split” and the “Reverse Stock Split Proposal”); | |
| 4. | To extend the approval of the Board to amend the Charter, in substantially the form attached to the Proxy Statement as Annex B, to, at the discretion of the Board, increase the authorized number of shares of our Common Stock from 100,000,000 to 5,000,000,000 shares (“Authorized Stock Increase Proposal”); | |
| 5. | To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”); | |
| 6. | To approve a complete or partial adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the foregoing proposals or to establish a quorum (the “Adjournment Proposal”); and | |
| 7. | To transact such other business that is properly presented at the Annual Meeting. |
The Proxy Statement contained typographical errors with respect to the Range in the Reverse Stock Split Proposal. The Range of the Reverse Stock Split is incorrectly described in two sections of the Proxy Statement, the proxy card and the Notice of Internet Availability of Proxy Materials as 1-for-5 to 1-for-50. The correct Range is 1-for-5 to 1-for-15. Accordingly, the Company determined to amend and supplement the Proxy Statement as described in this Current Report on Form 8-K.
On April 30, 2026, the Company filed additional proxy materials on Schedule 14A (the “Additional Proxy Materials”) with the SEC to correct the typographical errors in the Proxy Statement and supplement the disclosures therein. Specifically, the Additional Proxy Materials clarify that the Range of the Reverse Stock Split Proposal is 1-for-5 to 1-for-15.
There is no change to the location, the record date, or any of the other proposals to be acted upon at the Annual Meeting.
The foregoing description of the Additional Proxy Materials is qualified in its entirety by reference to the full text of the Additional Proxy Materials, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Additional Proxy Materials | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 30, 2026 | ENVERIC BIOSCIENCES, INC. | |
| By: | /s/ Joseph Tucker | |
| Joseph Tucker, Ph.D. | ||
| Chief Executive Officer | ||
Exhibit 99.1
April 30, 2026
Dear Enveric Biosciences, Inc. Stockholder,
We are writing to inform you of an important update regarding our 2026 Annual Meeting of Stockholders. After the distribution of our definitive proxy statement, dated April 14, 2026, we identified a typographical error.
To ensure you have the most accurate and complete information, we have filed additional definitive proxy materials with the Securities and Exchange Commission and are providing you with a corrected version of the relevant sections. These updates do not change the meeting date, time, or location:
Meeting Details:
| ● | Date: Thursday, May 28, 2026 | |
| ● | Time: 10:00 a.m. | |
| ● | Location: www.virtualshareholdermeeting.com/ENVB2026 (enter the 16-digit control number on your proxy card or voting instruction form) |
We encourage you to review the enclosed materials carefully before voting. If you have already voted, you may change your vote by following the instructions in the proxy materials.
Your participation is important to us, and we appreciate your attention to this matter. If you have any questions, please contact our proxy solicitor, Kingsdale Advisors, by telephone at 1-866-581-1570 (stockholders) and 646-741-3433 (brokers, banks and other nominees), or by email at contactus@kingsdaleadvisors.com.
Thank you for your continued support of Enveric Biosciences, Inc.
Sincerely,
Joseph Tucker, Ph.D.
Chief Executive Officer and Director
ENVERIC BIOSCIENCES, INC.
245 First Street, Riverview II, 18th Floor
Cambridge, MA 02142
SUPPLEMENT TO PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 28, 2026
Explanatory Note
On April 14, 2026, Enveric Biosciences, Inc., a Delaware corporation (“we,” “us,” “our,” “Enveric,” or the “Company”), filed a definitive proxy statement (“Proxy Statement”) for its 2026 Annual Meeting of Stockholders (“Annual Meeting”), to be held at 10:00 a.m. Eastern Time on May 28, 2026. This supplement (“Supplement”) to the Proxy Statement supplements the Proxy Statement as filed and should be read in conjunction with the Proxy Statement and any other additional proxy materials we have filed.
The purpose of this Supplement is to correct typographical errors with respect to the maximum ratio of the proposed reverse stock split range in Proposal 3. Proposal 3 in the Proxy Statement requests stockholder approval to extend the approval of the Board of Directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-5 to 1-for-15 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement. In two locations within the Proxy Statement, and specifically on the proxy card (“Proxy Card”) and in the notice of Internet availability (“Notice”) that were mailed to stockholders, the maximum ratio of the proposed reverse stock split range was incorrectly stated at 1-for-50. The correct maximum ratio intended by the Board, and which was accurately stated in the text of Proposal 3 within the Proxy Statement itself, starting on page 34, is 1-for-15.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
EXCEPT AS SPECIFICALLY SUPPLEMENTED BY THE INFORMATION CONTAINED HEREIN, THIS SUPPLEMENT DOES NOT MODIFY ANY OTHER INFORMATION SET FORTH IN THE PROXY STATEMENT.
This Supplement supplements and updates the disclosures in the Proxy Statement as follows:
| ● | All references in the Proxy Statement to “1-for-50” are replaced with “1-for-15”. | |
| ● | The foregoing updates apply to the Proxy Card and Notice. The entirety of the revised Proxy Card and Notice are reproduced below: |
