Enveric Biosciences Announces Up To $13.9 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology company advancing novel neuroplastogenic small-molecule therapeutics to address psychiatric and neurological disorders, today announced that it has entered into definitive agreements for the purchase and sale of 2,222,223 shares of its common stock (or pre-funded warrants in lieu thereof), Series I warrants to purchase up to an aggregate of 2,222,223 shares of common stock and short-term Series J warrants to purchase up to an aggregate of 2,222,223 shares of common stock, at a purchase price of $2.25 per share (or pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The warrants will have an exercise price of $2.00 per share and will be exercisable immediately upon issuance. The Series I warrants will expire five years after the effective date of the Resale Registration Statement (as defined below) and the short-term Series J warrants will expire eighteen months after the effective date of the Resale Registration Statement.

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

The aggregate gross proceeds to the Company from the offering are expected to be approximately $5 million before deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series I warrants and the short-term Series J warrants, if fully exercised on a cash basis, will be approximately $8.9 million. No assurance can be given that any of the warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the warrants. The closing of the offering is expected to occur on or about April 17, 2026, subject to the 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 securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to 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 to be issued in the offering (the “Resale Registration Statement”).