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Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 28, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-38286   95-4484725

(State or other jurisdiction

of incorporation)



File No.)


(IRS Employer

Identification No.)


4851 Tamiami Trail N, Suite 200 Naples, FL 34103   34103
(Address of principal executive offices)   (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))


Securities registered pursuant to Section 12(b) of the Act:


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 5.07 Submission of Matters to a Vote of Security Holders.


On October 28, 2022, Enveric Biosciences, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). A total of 856,447 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting, which represented 41.2% of the outstanding shares of common stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote per share of common stock held as of the close of business on September 14, 2022, the record date for the Annual Meeting. The matters submitted for a vote and the related results are set forth below.


  1. Election of seven directors, to serve until the Company’s 2023 annual meeting of stockholders or until their successors are duly elected and qualified.


Nominee  For   Withheld   Broker Non-Votes 
George Kegler   138,269    109,803    608,375 
Douglas Lind, M.D.   228,007    20,065    608,375 
Bevin O’Neil   226,712    21,360    608,375 
Frank Pasqualone   226,764    21,308    608,375 
Marcus Schabacker, M.D., Ph.D.   139,581    108,491    608,375 
Joseph Tucker, Ph.D.   228,825    19,247    608,375 
Michael D. Webb   226,729    21,343    608,375 


  2. Non-binding advisory vote to approve the compensation of the Company’s named executive officers.


For   Against   Abstain   Broker Non-Votes 
178,176    68,125    1,771    608,375 


  3. Ratification of the selection and appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022


For   Against   Abstain 
826,728    27,656    2,063 


For more information about the foregoing proposals, see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on September 23, 2022, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.






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.


Date: October 28, 2022 By: /s/ Joseph Tucker
  Name: Joseph Tucker, PhD
  Title: Chief Executive Officer