SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2020
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
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. 2 to the Company’s Current Report on Form 8-K, dated December 30, 2020, and filed with the Securities and Exchange Commission on January 6, 2021, and amended on January 11, 2021 (“Amendment No.1”), solely for the purpose of providing an amended consent of Marcum LLP, independent registered public accounting firm, with respect to the incorporation by reference in Amendment No. 1 of its report dated April 21, 2020 with respect to its audits of the financial statements of Jay Pharma, Inc. as of December 31, 2019 and 2018 and for each of the two years in the period ended December 31, 2019, to cover additional registration statements of the Company.
Except for this Explanatory Note, there are no changes to the initial 8-K, as amended by Amendment No.1.
|Item 9.01.||Financial Statements and Exhibits|
(a) Financial Statements of Business Acquired.
The audited financial statements of Jay Pharma, Inc. as of and for the years ended December 31, 2019 and 2018, together with the reports of Marcum LLP with respect thereto, are included as Exhibit 99.1 and are incorporated by reference herein. The unaudited condensed financial statements of Jay Pharma as of and for the nine months ended September 30, 2020 are included as Exhibit 99.2 hereto and are incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined statements of operations of the Company as of and for the year ended December 31 2019 and balance sheets and statements of operations for the nine months ended September 30, 2020 are included as Exhibit 99.3 hereto and are incorporated by reference herein.
|23.1||Consent of Marcum LLP|
|99.1+||Audited financial statements of Jay Pharma, Inc. as of and for the years ended December 31, 2019 and 2018|
|99.2+||Unaudited condensed financial statements of Jay Pharma, Inc. as of and for the nine months ended September 30, 2020|
|99.3+||Unaudited condensed combined pro forma financial statements of Enveric Biosciences, Inc. as of and for the nine months ended September 30, 2020 and for the year ended December 31, 2019|
+Previously filed with Amendment No.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:||February 9, 2021||By:||/s/ John Van Buiten|
|John Van Buiten|
|Chief Financial Officer|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in the registration statements on Form S-3 (File No. 333-233260) of Enveric Biosciences, Inc. (formerly Ameri Holdings, Inc.) of our report dated April 21, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the financial statements of Jay Pharma, Inc. as of December 31, 2019 and 2018 and for each of the two years in the period ended December 31, 2019, which report appears in an exhibit, which is part of this Form 8-K, including all amendments thereto.
/s/ Marcum llp
New York, NY
February 9, 2021