aibioEnveric Biosciences gets Nasdaq delisting notice, sets 1-for-12 reverse split
Tickers ENVB
Nasdaq said Enveric's stock closed below $1.00 for 30 consecutive trading days and the company has no compliance period. It plans to request a hearing and will split its shares 1-for-12 on October 28, 2025.
Key facts
- Company
- Enveric Biosciences, Inc. (NASDAQ: ENVB)
- News type
- Listings
- Primary source
- Enveric Biosciences, Inc. Form 8-K filed October 23, 2025 (SEC EDGAR)
Enveric Biosciences, Inc. (Nasdaq: ENVB) said on October 23, 2025 that Nasdaq has issued a delisting determination over the company's minimum bid price, and that it will carry out a 1-for-12 reverse stock split effective October 28, 2025. The company also updated investors on a separate stockholders' equity deficiency in the same Form 8-K.
The minimum bid price notice
On October 22, 2025, Enveric received written notice from the Listing Qualifications Department of Nasdaq. The notice said the closing price of its common stock had fallen below $1.00 per share for 30 consecutive trading days. That put the company out of compliance with the continued listing requirement for The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
The filing says Enveric was not eligible for any compliance period under Nasdaq Listing Rule 5810(c)(3)(A) because it had effected a reverse stock split over the prior one-year period. A reverse stock split combines several existing shares into one to lift the per-share price.
The notice said the company's securities would be subject to suspension or delisting unless it timely requests a hearing before a Hearings Panel. Enveric says it intends to request that hearing on time, and that a timely request automatically stays any further suspension or delisting action by Nasdaq at least until the hearing process ends. It says there can be no assurance the Panel will grant continued listing.
The reverse stock split
On October 23, 2025, Enveric filed a Certificate of Amendment with the Secretary of State of Delaware to effect the 1-for-12 reverse split. It takes effect at 8:00 a.m. New York time on October 28, 2025. Every 12 shares will be combined into one, with no change in par value, and fractional shares will be rounded up.
The split will reduce the shares outstanding from 6,219,568 to approximately 518,297. Authorized shares stay at 100,000,000. The stock will keep the symbol ENVB and begin trading on a split-adjusted basis on The Nasdaq Capital Market on October 28, 2025.
At the annual meeting on May 29, 2025, stockholders conditionally approved a split at a ratio between 1-for-5 and 1-for-50, to be used if the company received a delisting determination for failing the bid price rule. After the October 22 notice, the board chose 1-for-12.
The stockholders' equity update
The filing also updates an earlier Nasdaq notice, first disclosed in a Form 8-K filed on August 29, 2025. Nasdaq had said Enveric's stockholders' equity was below the $2.5 million minimum in Nasdaq Listing Rule 5550(b)(1). The company submitted a plan to regain compliance on October 10, 2025.
On September 17, 2025, Enveric signed warrant exercise inducement letters with certain institutional investors. They held Series A warrants for up to 1,224,999 shares and Series B warrants for up to 1,199,999 shares, issued February 3, 2025 at an exercise price of $3.00 per share. The holders agreed to exercise for cash at a reduced price of $0.915 per share. In return, the company agreed to issue Series C warrants for up to 2,449,998 shares and Series D warrants for up to 2,399,998 shares in a private placement. Those warrants become exercisable only if the company obtains stockholder approval under Nasdaq Listing Rule 5635(d).
The deal closed on September 18, 2025, with gross proceeds of approximately $2.2 million before placement agent fees and other offering expenses. As a result, the company believes its stockholders' equity exceeds $2.5 million. Nasdaq will keep monitoring, and if the company does not show compliance in its next periodic report, it may be subject to delisting.
About the company
According to its press release, Enveric develops small-molecule neuroplastogenic therapeutics for psychiatric and neurological disorders, with EB-003 as its lead candidate. In its annual report filed March 28, 2025, the company's auditors included a going concern paragraph. Chief Executive Officer Joseph Tucker signed the 8-K, and Kevin Coveney, Chief Financial Officer, also signed the 10-K.