SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2021
ENVERIC BIOSCIENCES, INC.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (239) 302-1707
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common stock, par value $0.01 per share||ENVB||The Nasdaq Stock Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Enveric Biosciences, Inc. (the “Company”) is filing this Amendment No. 1 to the Company’s Current Report on Form 8-K, dated January 11, 2021, and filed with the Securities and Exchange Commission on January 12, 2021 (the “Original 8-K”), solely (i) to amend the date of report of the Original 8-K to January 12, 2021, (ii) to amend the date of entry into each of the Purchase Agreement, the Registration Rights Agreement, and the Letter Agreement (each as defined in the Original 8-K) to January 12, 2021, and (iii) for the purpose of filing the legal opinion of Haynes and Boone, LLP relating to the legality of the issuance and sale of 2,221,358 shares of common stock, par value $0.01 per share, of the Company, or pre-funded warrants in lieu thereof, in the previously reported registered direct offering as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
|5.1||Legal Opinion of Haynes and Boone, LLP|
|23.1||Consent of Haynes and Boone, LLP (contained in Exhibit 5.1)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ENVERIC BIOSCIENCES INC.|
|Date:||January 13, 2021||By:||/s/ John Van Buiten|
|John Van Buiten|
|Chief Financial Officer|
January 12, 2021
Enveric Biosciences, Inc.
4851 Tamiami Trail N., Suite 200
Naples, FL 34103
Ladies and Gentlemen:
We have acted as counsel for Enveric Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”) of the Company’s prospectus supplement, dated January 12, 2021 ( the “Prospectus Supplement”), forming part of the registration statement on Form S-3 (Registration No. 333-233260), as amended, initially filed by the Company with the Commission on August 14, 2019, and declared effective on November 19, 2019 (the “Registration Statement”). The Prospectus Supplement relates to the proposed sale of (i) 1,610,679 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and (ii) the pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 610,679 shares of Common Stock with an exercise price of $0.01 per share of Common Stock (the “Pre-funded Warrant Shares” and, together with the Shares and the Pre-Funded Warrants, collectively, the “Securities”).
The Securities are being sold pursuant a securities purchase agreement, dated January 12, 2021, between the Company and each purchaser named therein (the “Securities Purchase Agreement”).
In rendering the opinions expressed herein, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of (i) the Company’s Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each as amended and/or restated to date (“Company Charter Documents”); (ii) certain resolutions of the Board of Directors of the Company related to the filing of the Prospectus Supplement, the authorization and issuance of the Securities and related matters; (iii) the Registration Statement, including the prospectus, and all exhibits thereto; (iv) the Prospectus Supplement and the prospectus included in the Registration Statement dated November 15, 2019 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”); (v) the Securities Purchase Agreement; (vi) the form of the Pre-funded Warrants; and (vi) such other corporate records of the Company, as we have deemed necessary or appropriate for the purposes of the opinions hereafter expressed.
As to questions of fact material to the opinions expressed below, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company.
In making the foregoing examination, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iv) that all agreements or instruments we have examined are the valid, binding and enforceable obligations of the parties thereto, and (v) that all factual information on which we have relied was accurate and complete.
Enveric Biosciences, Inc.
January 12, 2021
We have also assumed that, at the time of the issuance of the Securities: (i) the Company will continue to be incorporated and in existence and good standing in its jurisdiction of organization; (ii) the resolutions of the Board of Directors of the Company referred to above will not have been modified or rescinded and (iii) there will be sufficient shares of Common Stock authorized under the Company Charter Documents and not otherwise reserved for issuance upon exercise of the Pre-funded Warrants.
Based upon the foregoing and subject to the assumptions and qualifications stated herein, we are of the opinion that:
(1) upon payment and delivery in accordance with the Securities Purchase Agreement and the Prospectus, the Shares will be validly issued, fully paid and non-assessable;
(2) when the Pre-funded Warrants have been duly executed by the Company and the Pre-funded Warrants have been issued and sold pursuant to the Prospectus, against payment in full of the consideration payable therefor, the Pre-funded Warrants will constitute valid and legally binding obligations of the Company; and
(3) the Pre-funded Warrant Shares have been duly authorized and, upon the valid exercise in accordance with the terms of the Pre-Funded Warrants and payment in full of the consideration payable therefor, the Pre-Funded Warrant Shares will be validly issued, fully paid and non-assessable.
The opinion expressed herein as to the validity and legally binding obligation of the Pre-funded Warrants is subject to the following qualifications, limitations and exceptions: (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally, (ii) the fact that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iv) general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law).
The opinions expressed herein are limited exclusively to the General Corporation Law of the State of Delaware (the “DGCL”) and applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the DGCL and such provisions of the Delaware Constitution and we have not considered, and express no opinion on, any other laws or the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
|Very truly yours,|
|/s/ Haynes and Boone, LLP|
|Haynes and Boone, LLP|