Form 8-K - Current report

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

May 28, 2024

Date of Report (Date of earliest event reported)

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)

(I.R.S. Employer

Identification No.)

Enveric Biosciences, Inc.

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

(Address of principal executive offices) (Zip code)

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))

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 May 28, 2024, Enveric Biosciences, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). A total of 2,827,073 shares of the Company’s common stock were present in person or represented by proxy at the 2024 Annual Meeting, which represented 38.75% of the outstanding shares of common stock entitled to vote at the 2024 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 April 1, 2024, the record date for the 2024 Annual Meeting. The matters submitted for a vote and the related results are set forth below. At the Annual Meeting, our stockholders voted on each of the following four matters:

	●	The election of six directors, to serve until the Company’s 2025 annual meeting of stockholders or until their successors are duly elected and qualified (“Election of Directors”);

	●	An advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “Say-on-Pay Proposal”);

	●	The 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, 2024 (the “Auditor Ratification Proposal”); and

	●	An advisory vote on whether the compensation of our named executive officers should occur every one year, every two years, or every three years. (“Say-on-Frequency Proposal”).

The final vote results for each of these four matters is set forth below.

1. The votes cast on the Election of Directors were as follows:

Nominee	Votes For		Withheld		Broker Non-Votes
Michael D. Webb		767,013		107,751		1,952,309
George Kegler		509,016		365,748		1,952,309
Frank Pasqualone		523,495		351,269		1,952,309
Marcus Schabacker, M.D., Ph.D.		796,830		77,934		1,952,309
Joseph Tucker, Ph.D.		797,936		76,828		1,952,309
Sheila DeWitt, Ph.D		795,895		78,869		1,952,309

2. The votes cast on the advisory vote for the Say-on-Pay Proposal were as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	711,513				116,232				47,019				1,952,309

3. The votes cast on the Auditor Ratification were as follows:

Votes For				Votes Against				Abstentions
	2,485,258				170,212				171,603

4. The votes cast on the advisory vote for the Say-on-Frequency Proposal were as follows:

One Year				Two Years				Three Years				Abstentions				Broker Non-Votes
	774,619				29,743				42,608				27,794				1,952,309

For more information about the foregoing proposals, please see the Company’s Proxy Statement for the 2024 Annual Meeting. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
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.

Date: May 29, 2024	ENVERIC BIOSCIENCES, INC.

	By:	/s/ Joseph Tucker
		Joseph Tucker, Ph.D.
		Chief Executive Officer

Cover	May 28, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 28, 2024
Entity File Number	001-38286
Entity Registrant Name	Enveric Biosciences, Inc.
Entity Central Index Key	0000890821
Entity Tax Identification Number	95-4484725
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Enveric Biosciences, Inc.
Entity Address, Address Line Two	4851 Tamiami Trail N
Entity Address, Address Line Three	Suite 200
Entity Address, City or Town	Naples
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34103
City Area Code	(239)
Local Phone Number	302-1707
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	ENVB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false