aibioEnveric stockholders vote on reverse split range and larger authorized share count
Tickers ENVB
The 8-K reports the May 28, 2026 annual meeting vote counts, including a reverse split ratio of 1-for-5 to 1-for-15 set at the Board's discretion.
Key facts
- Company
- Enveric Biosciences, Inc. (NASDAQ: ENVB)
- News type
- Listings
- Primary source
- Enveric Biosciences 8-K
Enveric Biosciences, Inc. held its 2026 Annual Meeting of Stockholders on May 28, 2026, and reported the final vote results in a Form 8-K filed May 29, 2026. Stockholders voted on five matters, including a proposal that would let the Board of Directors effect a reverse stock split at a ratio between 1-for-5 and 1-for-15, and a proposal to increase the authorized common stock from 100,000,000 to 5,000,000,000 shares. The 8-K reports the vote counts for each matter.
Reverse split and authorized shares
The reverse stock split proposal extended the Board's existing approval to amend the company's Amended and Restated Certificate of Incorporation, at the Board's discretion, to effect a reverse split of the outstanding common stock, including shares held as treasury stock. The ratio falls between 1-for-5 and 1-for-15, and the Board decides the exact ratio within that range. The votes were 793,344 for, 190,175 against and 8,309 abstentions.
The authorized stock proposal extended the Board's approval to amend the charter to increase the authorized common stock from 100,000,000 shares to 5,000,000,000 shares, also at the Board's discretion. The votes were 427,158 for, 555,147 against and 9,523 abstentions. More votes were cast against this proposal than for it.
The 8-K describes the voting results as final. It does not say whether the Board has used the reverse split authority, and it does not state a ratio.
Quorum and turnout
A total of 991,828 shares were present in person or represented by proxy at the meeting. The company said that represented 52.54% of the outstanding shares entitled to vote and constituted a quorum.
Director and other votes
Six directors were elected to serve until the 2027 annual meeting. The 8-K gives each nominee's votes for and withheld, and records 390,095 broker non-votes for each election.
On the advisory vote on executive pay, 569,552 votes were cast for, 26,884 against and 5,297 abstained. Stockholders also voted on the ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 960,728 votes for, 19,347 against and 11,753 abstentions.
Equity award forms
On May 22, 2026, the Compensation Committee recommended, and the Board approved, a new form of Restricted Stock Unit Award Agreement and a new form of Restricted Stock Award Agreement under the company's 2020 Long-Term Incentive Plan, as amended. The RSU agreement provides time-based vesting over four years, with 25% vesting on the first anniversary of the grant date and the rest in substantially equal monthly installments after that. It provides for full vesting on a change in control, and forfeiture of unvested units on termination of service.
The RSA agreement provides for time-based vesting on a specified date, subject to continued service through that date, and forfeiture of unvested shares if service ends before vesting. The company says both forms will be used for future grants of restricted stock units and restricted stock to its named executive officers and directors, as applicable.
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 8-K sets no date for a reverse split or for any change to the authorized share count, and it does not say whether the Board has used its authority. A split must stay within the 1-for-5 to 1-for-15 range stockholders voted on. The authorized stock proposal drew 555,147 votes against and 427,158 for, a sign of stockholder unease about a larger share count. The filings show a net loss of $8.8 million and cash from operations of negative $8.1 million for 2025, so the company still has to fund its work. Directors elected serve until the 2027 annual meeting.