aibioEnveric announces up to $13.9 million private placement priced at-the-market
Tickers ENVB
The company agreed to sell 2,222,223 shares at $2.25 per share with warrants, for about $5 million upfront, with H.C. Wainwright & Co. as placement agent.
Key facts
- Company
- Enveric Biosciences, Inc. (NASDAQ: ENVB)
- News type
- Financings
- Primary source
- Enveric Biosciences 8-K, Exhibit 99.1
Enveric Biosciences, Inc. announced that it has entered into definitive agreements for a private placement of up to $13.9 million, priced at-the-market under Nasdaq rules. The release, dated April 16, 2026 and filed in an 8-K on April 20, 2026, says the company will sell 2,222,223 shares of common stock, or pre-funded warrants in their place, at a purchase price of $2.25 per share, along with accompanying warrants. The expected upfront gross proceeds are approximately $5 million.
The terms
The offering includes two sets of warrants. Series I warrants cover up to an aggregate of 2,222,223 shares of common stock, and short-term Series J warrants cover up to an aggregate of 2,222,223 shares. Both are sold with the shares. The warrants have an exercise price of $2.00 per share and are exercisable immediately upon issuance.
The Series I warrants expire five years after the effective date of the resale registration statement, and the short-term Series J warrants expire eighteen months after that date. The release says the potential additional gross proceeds from the Series I and Series J warrants, if fully exercised on a cash basis, will be approximately $8.9 million. It also states that no assurance can be given that any warrants will be exercised or that the company will receive cash from exercises.
The closing is expected on or about April 17, 2026, subject to customary closing conditions.
Banks and advisors
The release names H.C. Wainwright & Co. as the exclusive placement agent for the offering. The release states that the gross proceeds are expected before deducting placement agent fees and other offering expenses payable by the company. The release does not name legal counsel to the company or to the placement agent.
Use of proceeds
The company intends to use the net proceeds for product development, working capital and general corporate purposes.
Securities law treatment
The securities are offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D. They are not registered under the Securities Act.
Under a registration rights agreement, the company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities issued in the offering. The release defines that filing as the Resale Registration Statement.
The company
The company's annual report on Form 10-K, filed March 27, 2026, describes Enveric as a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics for psychiatric and neurological disorders. Its lead candidate, EB-003, is described in the annual report as the first known compound designed to selectively engage both 5-HT 2A and 5-HT 1B receptors.
According to the annual report, EB-003 is a novel derivative of N,N-Dimethyltryptamine, known as DMT, and is advancing through preclinical studies with the aim of starting first-in-human studies. The company was incorporated in Delaware in February 1994 as Spatializer Audio Laboratories, Inc. It changed its name to Enveric Biosciences, Inc. after a tender offer for Jay Pharma Inc. completed on December 30, 2020.
Recent financial data
The XBRL data that accompanies the company's filings states the following figures from the annual report. For the fiscal year ended December 31, 2025, research and development expense was $2.8 million, net income (loss) was negative $8.8 million, and cash from operations was negative $8.1 million. For the fiscal year ended December 31, 2024, research and development expense was $2.8 million, net income (loss) was negative $9.6 million, and cash from operations was negative $7.7 million.
The risks ahead
The placement should close on or about April 17, 2026, and the release gives no date for the resale registration statement. Only about $5 million arrives upfront. The further $8.9 million depends on warrant exercises, and the release says no assurance can be given that any warrants will be exercised. The new shares and warrants add to the share count. The company's own list of risks includes whether it can continue as a going concern, and the XBRL data shows cash from operations of negative $8.1 million for 2025. The funds are meant for product development, working capital and general purposes.