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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 30, 2021

 

ENVERIC BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-38286   95-4484725

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Enveric Biosciences, Inc.   34103
4851 Tamiami Trail N, Suite 200   (Zip Code)
Naples, FL    
(Address of principal executive offices)    

 

Registrant’s telephone number, including area code: (239) 302-1707

 

N/A

(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. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

During the prior thirty days, Enveric Biosciences, Inc., a Delaware corporation (the “Company” or “ENVB”) has issued an aggregate of 1,194,843 shares of common stock in exchange for certain outstanding warrants to purchase an aggregate of 698,517 shares of the Company’s common stock at an exercise price of $4.66 pursuant to exchange agreements with the holders of such warrants. The Company believes that these exchanges are beneficial to the Company because the reacquired warrants contained provisions that required the Company to repurchase the warrants for cash at the holder’s option and/or “full ratchet” anti-dilution adjustments that may result in a reduction in the exercise price of such warrants and an increase in the number of shares issuable upon exercise thereof under certain circumstances. The Company has cancelled all of the warrants reacquired in such exchanges and they will not be reissued.

 

The issuance of the shares of the Company’s common stock in each exchange agreement was made in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended, and in the aggregate constitute less than 5% of the number of shares of the Company’s common stock issued and outstanding as of November 9, 2021, as reported on the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2021.

 

Additionally, as previously reported, on September 16, 2021, ENVB completed the previously announced amalgamation of MagicMed Industries Inc., a corporation existing under the laws of the Province of British Columbia (“MagicMed”), pursuant to an amalgamation agreement dated May 24, 2021 (the “Amalgamation Agreement”), by and among ENVB, 1306432 B.C. Unlimited Liability Company (formerly known as 1306432 B.C. Ltd.), an unlimited liability company existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of ENVB (“HoldCo”), 1306436 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of HoldCo (“Purchaser”), and MagicMed. Pursuant to the Amalgamation Agreement, Purchaser and MagicMed were amalgamated pursuant to section 269 of the British Columbia Business Corporations Act, with the amalgamated corporation, Enveric Biosciences Canada Inc., surviving as an indirect wholly-owned subsidiary of ENVB (the “Amalgamation”).

 

This Current Report on Form 8-K is being filed in order to provide as Exhibit 99.1 hereto the audited consolidated financial statements of MagicMed for the year ended June 30, 2021 and for the period from incorporation May 26, 2020 to June 30, 2020, and as Exhibit 99.2 hereto the unaudited pro forma condensed consolidated financial information of ENVB and MagicMed for the six months ended June 30, 2021 and the year ended December 31, 2020. The pro forma condensed consolidated financial information included herein has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Amalgamation occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that ENVB may experience after the Amalgamation.

 

The purpose of this Current Report on Form 8-K is to, among other things, file the pro forma condensed consolidated financial information and the financial statements of MagicMed discussed above, and to allow such financial information to be incorporated by reference into ENVB’s registration statements filed with the Securities and Exchange Commission.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired.

 

The audited consolidated financial statements of MagicMed as of June 30, 2021 and for the period from incorporation May 26, 2020 to June 30, 2020, together with the related notes to the financial statements, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma condensed consolidated financial information of ENVB for the six months ended June 30, 2021 and for the year ended December 31, 2020, together with the related notes to the pro forma financial information, and giving effect to the Amalgamation as if it had been completed on June 30, 2021, are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No.

  Description
23.1   Consent of Zeifmans LLP
99.1   Audited consolidated financial statements of MagicMed for the year ended June 30, 2021 and for the period from incorporation May 26, 2020 to June 30, 2020
99.2   Unaudited pro forma condensed consolidated financial information of ENVB for the six months ended June 30, 2021 and the year ended December 31, 2020
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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: December 30, 2021 By: /s/ Joseph Tucker
  Name:  Joseph Tucker
  Title: Chief Executive Officer

 

 

 

Exhibit 23.1

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statements of Enveric Biosciences, Inc. on Forms S-3 (File Nos. 333-253196 and 333-257690) of our report dated December 7, 2021 relating to the financial statements of MagicMed Industries Inc., appearing in this Current Report on Form 8-K of Enveric Biosciences, Inc. dated December 30, 2021.

 

Zeifmans LLP Chartered Professional Accountants

Toronto, Ontario, Canada

December 30, 2021

 

 

 

 

 

Exhibit 99.1

 

 

 
 

 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 
 

 

 

 
 

 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 

 
 

 

 

 
 

  

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

  

 

 
 

 

 

 

 

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

On May 24, 2021, Enveric Biosciences, Inc. (“ENVB”), 1306432 B.C. Unlimited Liability Company (formerly known as 1306432 B.C. Ltd.), an unlimited liability company existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of ENVB (“HoldCo”), 1306436 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of HoldCo (“Purchaser”),, and MagicMed Industries Inc., a corporation existing under the laws of the Province of British Columbia (“MagicMed”) entered into an amalgamation agreement (the “Amalgamation Agreement”). Pursuant the terms and subject to the conditions set forth in the Amalgamation Agreement, and in accordance with the British Columbia Business Corporations Act, on September 16, 2021, Purchaser was amalgamated with MagicMed, with the amalgamated corporation continuing as the surviving corporation and as a wholly-owned subsidiary of HoldCo under the name “Enveric Biosciences Canada Inc.” (the “Amalgamation”).

 

The unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated effects of the Amalgamation and the other transactions contemplated by the Amalgamation Agreement based on the historical financial position and results of operations of ENVB and MagicMed. The unaudited pro forma condensed consolidated financial information is presented as follows:

 

  the unaudited pro forma condensed consolidated balance sheet as of June 30, 2021 prepared based on (i) the historical unaudited condensed consolidated balance sheet of ENVB as of June 30, 2021 and (ii) the historical unaudited consolidated balance sheet of MagicMed as of June 30, 2021;
     
  the unaudited pro forma condensed consolidated statement of income for the six months ended June 30, 2021 prepared based on (i) the historical unaudited condensed consolidated statement of operations and comprehensive loss of ENVB for the six months ended June 30, 2021 and (ii) the historical unaudited consolidated statement of operations of MagicMed for the six months ended June 30, 2021; and
     
  the unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2020 prepared based on (i) the historical audited consolidated statement of operations and comprehensive loss of ENVB for the fiscal year ended December 31, 2020 and (ii) the historical unaudited consolidated statement of operations of MagicMed for the period from May 26, 2020 (MagicMed’s date of incorporation) through December 31, 2020. MagicMed’s fiscal year end was June 30, 2020 and such fiscal year-end financial statements have been subject to audit procedures.

 

The unaudited pro forma condensed consolidated financial information was prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Regulation S-X Article 11 requires that pro forma financial information include the following pro forma adjustments to the historical financial information of the registrant:

 

  Transaction Accounting Adjustments – Adjustments that reflect only the application of required accounting to the acquisition, disposition, or other transaction.
     
  Autonomous Entity Adjustments – Adjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity when the registrant was previously part of another entity.

 

The transaction accounting adjustments are based on available information and assumptions that ENVB’s management believes are reasonable. However, such adjustments are estimates and actual experience may differ from expectations. There are no autonomous entity adjustments included in the unaudited pro forma condensed consolidated financial statements. Additionally, Regulation S-X Article 11 permits registrants to reflect in the notes to the pro forma financial information forward-looking information that depicts the synergies and dis-synergies identified by management in determining to consummate or integrate the transaction for which pro forma effect is being given. Such adjustments have not been reflected in the notes to the unaudited pro forma condensed consolidated financial statements because ENVB’s management does not believe these adjustments would enhance an understanding of the pro forma effects of the transaction.

 

 

 

 

The Amalgamation was accounted for using the acquisition method of accounting in accordance ASC 805, “Business Combinations,” (“ASC 805”) with ENVB designated as the accounting acquirer of MagicMed. The unaudited pro forma condensed consolidated financial information set forth below primarily gives effect to the following:

 

  the alignment of accounting policies and financial statement classifications of MagicMed to those of ENVB;
     
  the application of the acquisition method of accounting in connection with the Amalgamation;
     
  each MagicMed common share was converted into the right to receive 0.265801 shares of ENVB in connection with the Amalgamation;
  the conversion of MagicMed’s financial information from Canadian dollars to United States dollars; and
     
  the application of Amalgamation costs in connection with the Amalgamation.

 

The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Amalgamation been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed consolidated financial statements and are subject to change as additional information becomes available and analyses are performed.

 

The unaudited pro forma condensed consolidated financial information was prepared using the acquisition method of accounting under existing United States generally accepted accounting principles (U.S. “GAAP”) standards, which are subject to change. ENVB was deemed the acquirer for accounting purposes and MagicMed was treated as the acquiree, based on a number of factors considered at the time of the Amalgamation, such as the legal form of the Amalgamation, relative size (assets, revenues, or earnings), terms of the exchange, relative voting rights in the combined company after the business combination, etc. The acquisition accounting was dependent upon certain valuations and other studies. ENVB has developed an initial estimate of value. ENVB will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than September 16, 2022. The assets and liabilities of MagicMed were measured based on various initial estimates using assumptions that ENVB believed were reasonable, based on information that was currently available.

 

Accordingly, the pro forma adjustments are preliminary and were made solely for the purpose of providing pro forma condensed consolidated financial information prepared in accordance with the rules and regulations of the SEC. Differences between these preliminary estimates and the final acquisition accounting exist, and these differences could have a material impact on the accompanying unaudited pro forma condensed consolidated financial information and the combined company’s future results of operations and financial position.

 

The unaudited pro forma condensed consolidated financial information has been compiled in a manner consistent with the accounting policies adopted by ENVB in all material aspects. ENVB has performed a high-level review of MagicMed’s accounting policies. ENVB may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the financial statements of the combined company. Additionally, certain financial information of MagicMed as presented in its historical financial statements has been reclassified to conform to the historical presentation in ENVB’s financial statements for purposes of preparation of the unaudited pro forma condensed consolidated financial information (see Note 5).

 

 

 

 

The unaudited pro forma condensed consolidated financial information gives effect to the Amalgamation, as if the Amalgamation had been completed on June 30, 2021, for balance sheet purposes and December 31, 2020, for statement of income purposes. This unaudited pro forma condensed consolidated financial information was derived from and should be read in conjunction with the separate (i) unaudited financial statements of ENVB as of and for the period ended June 30, 2021 and the related notes included in the proxy statement/prospectus filed with the SEC on August 6, 2021 pursuant to Rule 424(b)(3), (ii) audited financial statements of ENVB as of and for the fiscal year ended December 31, 2020 and the related notes included in the proxy statement/prospectus filed with the SEC on August 6, 2021 pursuant to Rule 424(b)(3), (iii) audited financial statements of MagicMed as of and for the twelve months ended June 30, 2021 and the related notes included in this Form 8-K, and (iv) unaudited financial statements of MagicMed as of and for the year ended December 31, 2020 and the related notes included in the proxy statement/prospectus filed with the SEC on August 6, 2021 pursuant to Rule 424(b)(3).

 

Enveric Biosciences, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2021

 

   

Historical

ENVB

    Historical
MagicMed
    Pro Forma
Transaction
Accounting Adjustments
    Note  

Pro Forma

Consolidated

 
                             
ASSETS                                    
Cash   $ 20,617,917     $ 3,816,317                 $ 24,434,234  
Receivables           103,237                   103,237  
Prepaid expenses and other current assets   $ 891,467     $ 212,839                 $ 1,104,306  
Total Current Assets   $ 21,509,384     $ 4,132,392               $ 29,179,270  
                                     
Equipment         $ 74,426                 $ 74,426  
Intangible assets   $ 2,185,585       26,697     $ 38,942,400     1C, 1D     41,154,682  
Total Other Assets   $ 2,185,585     $ 101,124     $ 38,942,400         $ 41,229,108  
                                     
TOTAL ASSETS   $ 23,694,969     $ 4,233,516     $ 38,942,400         $ 66,870,885  
                                     
LIABILITIES                                    
Accounts payable, accrued liabilities and current portion of loans payable   $ 1,167,524     $ 344,731                 $ 1,512,255  
Total Current Liabilities   $ 1,167,524     $ 344,731     $         $ 1,512,255  
                                     
Deferred tax liability   $ ---       ---       9,061,927     1C   $ 9,061,927  
Warrant liabilities   $ 3,780,457     $       ---         $ 3,708,457  
                                     
TOTAL LIABILITIES   $ 4,875,981     $ 344,731     $ 9,061,927         $ 14,282,639  
                                     
Shareholders’ Equity                                    
Common stock   $ 214,333     $     $ 99,512     1A   $ 313,845  
Paid-in capital     34,702,015       8,947,134       29,995,635     1B, 1C     73,644,785  
Accumulated deficit     (15,918,557 )     (5,059,945 )     (213,080 )   1C, 1D     (21,191,582 )
Accumulated other comprehensive loss   $ (178,803 )   $ 1,595     $ (1,595 )   1C   $ (178,803 )
TOTAL SHAREHOLDERS’ EQUITY   $ 18,818,988     $ 3,888,785     $ 29,880,473         $ 52,588,245  
                                     
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY   $ 23,694,969     $ 4,233,516     $ 38,942,400         $ 66,870,885  

 

 

 

 

 

Enveric Biosciences, Inc.

Unaudited Pro Forma Consolidated Statement of Income

For the Six Months Ended June 30, 2021

 

    Historical ENVB     Historical MagicMed     Pro Forma Transaction Accounting Adjustments     Note   Pro Forma Consolidated  
Revenue   $     $     $         $  
                                     
Expenses                                    
General and administrative   $ 8,740,862     $ 3,211,289     $         $ 11,952,151  
Research and development     1,076,487       904,097                   1,980,584  
Depreciation expense           9,191                 9,191  
Amortization   $ 310,659     $ 1,398     $ 2,210,771     3   $ 2,522,828  
                                     
Total operating expenses   $ 10,128,008     $ 4,125,974     $ 2,210,771         $ 16,464,753  
                                     
Other Income (Expense)                                    
Inducement expense   $ (298,714 )   $     $         $ (298,714 )
Change in fair value of warrant liabilities   $ 6,272,543                     $ 6,272,543  
Foreign currency transaction loss   $ ---       (13,552 )     ---         $ (13,552 )
Interest Income   $ ---       136       ---         $ 136  
Interest expense   $ (4,821 )   $     $         $ (4,821 )
                                     
Total other income (expense)   $ 5,969,008     $ (13,416 )   $         $ 5,955,456  
                                     
Net Loss before other comprehensive loss   $ (4,159,000 )   $ (4,139,390 )   $ (2,210,771 )       $ (10,509,297 )
                                     
Other comprehensive income (loss)                                    
Foreign currency translation   $ 2,474     $ (21,900 )   $         $ (19,426 )
                                     
Comprehensive loss   $ (4,156,526 )   $ (4,161,290 )   $ (2,210,771 )       $ (10,528,723 )
                                     
Net loss per share - basic and diluted   $ (0.22 )   $ (0.11 )               $ (0.37 )
Weighted average shares - basic and diluted     18,692,526       37,438,599             2     28,643,743  

 

 

 

 

Enveric Biosciences, Inc.

Unaudited Pro Forma Consolidated Statement of Income

For the Year Ended December 31, 2020

 

   

Historical

ENVB

   

Historical

Magic Med

(Note 4)

   

Pro Forma
Transaction

Accounting Adjustments

    Note  

Pro Forma

Consolidated

 
Revenue   $     $     $         $  
                                     
Expenses                                    
General and administrative     5,443,234     $ 741,013                 6,184,247  
Research and development     174,083       147,956                 322,039  
Depreciation expense           443                 443  
Amortization   $     $     $ 4,421,542     6   $ 4,421,542  
                                     
Total operating expenses   $ 5,617,317     $ 889,412     $ 4,421,542         $ 10,928,271  
                                     
Other Income (Expense)                                    
Inducement expense   $ (802,109 )   $     $         $ (802,109 )
Change in fair value of warrant liabilities               $           -  
Interest expense   $ (445,250 )   $     $         $ (445,250 )
                                     
Total other income (expense)   $ (1,247,359 )   $     $         $ (1,247,359 )
                                     
Net Loss before other comprehensive loss   $ (6,864,676 )   $ (889,412 )   $ (4,421,542 )       $ (12,175,630 )
                                     
Other comprehensive income (loss)                                    
Foreign currency translation   $ (169,655 )   $ (31,781 )   $         $ (201,436 )
                                     
Comprehensive loss   $ (7,034,331 )   $ (921,194 )   $ (4,421,542 )       $ (12,377,066 )
                                     
Net loss per share – basic and diluted   $ (1.19 )   $ (0.02 )               $ (1.06 )
Weighted average shares - basic and diluted     5,753,598       37,438,599             5     11,724,328  

 

Note 1. Balance Sheet Adjustments

 

A. Par value of Purchase Shares issued        
Common shares issued     9,951,217  
Par value per share     0.01  
Common stock at par value     99,512  
         
B. Additional Paid in Capital        
Total purchase consideration     48,104,209  
Less: par value of purchase shares     (99,512 )
Less: consideration attributed to deferred taxes     (9,061,927 )
Additional paid in capital     38,942,770  
         
C. Record excess of consideration over net assets        
Total purchase consideration     48,104,209  
Less: MM Net Assets        
MM Paid in Capital     (8,947,134 )
MM Deficit     5,095,945  
MM Comprehensive Loss     (1,595 )
         
Net excess of consideration     44,215,424  
         
D Amortization of IP/Technology        
12 months ended 12/31/2020   $ 3,515,350  
3 months ended 3/31/2021   $ 1,757,675  
Total Amortization     5,273,025  

 

 

 

 

Note 2. Calculation of Weighted Average Shares

 

    ENVB     MagicMed  
Weighting date, From     01/01/21       01/01/21  
Weighting date, To     06/30/21       06/30/21  
# of Days     180       180  
                 
Weighting Factor     100 %     100 %
                 
ENVB Weighted Avg Shares     18,692,529       100 %
Transaction shares issued to MM     9,951,217       100 %
Weighted Avg Shares, Consolidated     28,643,743          

 

Note 3. Amortization of Intellectual Property/Technology

 

Purchase price allocated to IP   $ 44,215,424  
Estimated useful life (years)     10  
Amortization of 6 months ended 6/30/2021   $ 2,210,771  

 

Note. 4 Basis of Presentation

 

Results of operations presented for the period from May 26, 2020 (MagicMed’s date of incorporation) through December 31, 2020.

 

Note 5. Calculation of Weighted Average Shares

 

    ENVB     MagicMed  
Weighting date, From     01/01/20       05/26/20  
Weighting date, To     12/31/20       12/31/20  
# of Days     365       219  
                 
Weighting Factor     100 %     60 %
                 
ENVB Weighted Avg Shares     5,753,598       100 %
Transaction shares issued to MM     5,970,730       60 %
Weighted Avg Shares, Consolidated     11,724,328          

 

Note 6. Amortization of Intellectual Property/Technology

 

Purchase price allocated to IP   $ 44,215,424  
Estimated useful life (years)     10  
Amortization of 12 months ended 12/31/2020   $ 4,421,542