Enveric Biosciences Announces Exercise of Warrants for $3.1 Million Gross Proceeds

Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology company advancing next-generation neuroplastogenic small molecules to address psychiatric and neurological disorders, today announced the entry into definitive agreements for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 426,390 shares originally issued in February 2025 and September 2025, having exercise prices of $36.00 and $10.98 per share, respectively, at a reduced exercise price of $7.05 per share. The shares of common stock issuable upon exercise of the warrants are registered pursuant to effective registration statements on Form S-1 (No. 333-284277) and Form S-3 (No. 333-290580). The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $3.1 million, prior to deducting placement agent fees and estimated offering expenses.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash and the payment of additional $0.125 per new unregistered warrant (additional $106,597.50 in the aggregate, which are included in the gross proceeds to the Company), the Company will issue new unregistered series E warrants to purchase up to 426,390 shares of common stock and new unregistered Series F warrants to purchase up to 426,390 shares of common stock. The series E new warrants will have an exercise price of $7.05 per share, will be exercisable immediately and will expire five years after the effective date of the Resale Registration Statement (as defined below). The series F new warrants will have an exercise price of $7.05 per share, will be exercisable immediately and will expire eighteen months after the effective date of the Resale Registration Statement.

The offering is expected to close on or about December 12, 2025, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for product development, working capital and general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants (the “Resale Registration Statement”).