Form 8-K

8-K — Enveric Biosciences, Inc.

Accession: 0001493152-26-013290

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0000890821

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

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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

March

27, 2026

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

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

Enveric

Biosciences, Inc.

245

First Street, Riverview II, 18th

Floor,

Cambridge,

MA 00000

(Address

of principal executive offices) (Zip code)

Registrant’s

telephone number, including area code: (617)

444-8400

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 ☐

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

2.02 Results of Operations and Financial Condition.

March 27, 2026, Enveric Biosciences, Inc. issued a press release providing a corporate update and announcing its financial results

for the fourth quarter and year ended December 31, 2025. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated

herein by reference.

accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that

is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall

not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release, dated March 27, 2026 (furnished pursuant to Item 2.02)

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

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:

March 27, 2026

ENVERIC

BIOSCIENCES, INC.

By:

/s/

Joseph Tucker

Joseph

Tucker, Ph.D.

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Enveric

Biosciences Reports Financial Results and Provides Corporate Update for

Fourth

Quarter and Fiscal Year Ended 2025

Product

Development Highlights:

●

Reported positive preclinical

results for lead drug candidate EB-003, showing statistically significant improvements in animal models of severe chronic depression

and despair and in post-traumatic stress disorder (PTSD)

●

Identified neuroplastogen

candidates with potential to promote brain-derived neurotrophic factor (BDNF) signaling, an established therapeutic target for neurodegenerative

disease

Corporate

and Business Development Highlights:

●

Announced the withdrawal

of the Post-Grant Review (PGR) petition filed by Gilgamesh Pharmaceuticals against Enveric’s issued U.S. Patent No. 12,138,276,

which appears relevant to the bretisilocin (GM-2505) molecule acquired by AbbVie, Inc.

●

Continued to strengthen

Enveric’s expansive IP portfolio directed to molecules intended to provide non-hallucinogenic treatment options. Multiple patents

and notices of allowance were issued for its EVM301 Series, including a novel family of molecules including melatonin receptor-targeting

compounds, and for its EVM401 Series

CAMBRIDGE,

Mass., March 27, 2026 – Enveric Biosciences (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology

company advancing next-generation neuroplastogenic small molecules to address psychiatric and neurological disorders, today provided

a corporate update following the filing of its 10-K on Friday, March 27, 2026, which reported financial results for the fourth quarter

and year ended December 31, 2025.

CEO

Commentary:

“The

year 2025 was a year of important scientific progress for Enveric as we further strengthened the mechanistic rationale for our lead candidate,

EB-003, a non-hallucinogenic neuroplastogen, being developed for the treatment of underserved mental health conditions,” said Joseph

Tucker, Ph.D., Director and CEO of Enveric. “Our research team has continued to produce novel data, confirming EB-003’s dual-mechanism

of action and its ability to promote neuroplasticity without hallucinogenic effects in animal models. We are now in the process of completing

IND-supporting studies in preparation for submitting an IND application to the FDA, a key milestone that offers the potential to generate

value for our stockholders and potentially deliver much-needed innovation to patients with severe and difficult to treat mental health

disorders.”

Dr.

Tucker added: “Our excitement around EB-003 has been further amplified by recent, independent academic research that has helped

to provide additional mechanistic clarity for the field. Researchers have shown intracellular pathways downstream of 5-HT2A

in the experimental models, with signal pathways potentially mediating antidepressant- and anxiolytic-like effects, distinct from pathways

resulting in hallucinations. These findings from independent researchers are consistent with our strategy of designing non-hallucinogenic

neuroplastogens intended to deliver therapeutic benefit without the safety, monitoring, and scalability constraints associated with psychedelic

compounds.

“Also

in 2025, we were gratified to see positive results from our decision to take a firm stance to defend our intellectual property and protect

our discoveries. A Post-Grant Review (PGR) petition filed by Gilgamesh Pharmaceuticals, and ultimately withdrawn by AbbVie, Inc., underscored

the significance and breadth of our intellectual property footprint in the field. We believe that our patent portfolio will continue

to generate value for our stockholders and support our efforts towards developing novel therapeutics to benefit patients with mental

health conditions.”

Dr.

Tucker concluded: “In 2026, we are working towards a streamlined IND application for EB-003 in preparation of the initiation of

a first-in-human Phase 1 clinical trial. With the dual mechanism of action that engages both 5-HT2A and 5-HT1B

receptors, we are optimistic that our research has the potential to profoundly impact mental health disease where innovation has been

lacking for decades.”

FOURTH

QUARTER, YEAR END, AND RECENT UPDATES

Corporate,

Product and Business Development Highlights:

EB-003

Development:

●

Received FDA response allowing

for streamlined plans for EB-003 IND submission

●

Successfully completed

pre-IND dose range finding studies for EB-003 establishing maximum tolerated dose, supporting progression of EB-003 toward IND-enabling

studies and first-in-human clinical trials

●

Reported positive preclinical

results for lead drug candidate EB-003, showing statistically significant improvements in a preclinical model of severe chronic depression

and despair

●

Announced positive results

in treatment in preclinical, exposure-based therapeutic model for post-traumatic stress disorder (PTSD) showing significantly decreased

context-induced freezing behavior one-hour post-dose of EB-003

●

Achieved key manufacturing

milestones in the chemistry, manufacturing, and controls (CMC) development of EB-003, key steps in scaling production and preparing

the drug for required regulatory activities

Discovery:

●

Identified neuroplastogen

candidates with potential to promote BDNF signaling, an established therapeutic target for neurodegenerative disease

●

Announced publication of

two peer-reviewed articles highlighting novel bioproduction methods for neuropsychiatric drug discovery. Research published in ACS

Chemical Biology and BioDesign Research describes new approaches for producing tryptamine and MDMA-derived compounds

Intellectual

Property:

●

Vigorously defended intellectual

property portfolio, highlighted by withdrawal of the Post-Grant Review (PGR) petition, which had been filed by Gilgamesh Pharmaceuticals

pertaining to patents that appear relevant to the bretisilocin (GM-2505) molecule, which was acquired by AbbVie, Inc. in $1.2 billion

deal

●

Continued to strengthen

expansive IP portfolio and the pipeline of opportunities, receiving multiple patents and notices of allowance

○

Strengthened IP support

for the EVM301 Series of compounds with multiple notices of allowance and U.S.patent issuances

○

Unveiled EVM401 Series

of compounds in 2025 with four issued U.S. Patents, two of which issued in Q4 alone, for potential next-generation, non-hallucinogenic

mescaline derivatives

Corporate

& Financial:

●

Executed two licensing

agreements with Restoration Biologics LLC, a biotechnology company focused on the treatment of joint disease for cannabinoid-COX-2

conjugate compounds, for pharmaceutical and potential non-pharmaceutical applications

●

Expanded collaboration

with TOTEC Pharma LLC, a drug company focused on the development of topical cannabinoid pharmaceutical products, through a trademark

license

●

Relocated corporate headquarters

to Cambridge, MA to leverage the Greater Boston biotech hub’s scientific and financial ecosystem

●

During the fourth quarter

of 2025, the Company raised at total of $4.9 million from a warrant inducement and an at-the-market offering. Total gross proceeds raised

during fiscal year 2025 was $12.2 million

●

Completed a reverse stock

split of its common stock on October 28, 2025, at a ratio of 1 post-split share for every 12 pre-split shares

FOURTH

QUARTER & YEAR END FINANCIAL RESULTS

Net

loss attributable to stockholders was $4.0 million for the fourth quarter ended December 31, 2025, including $0.3 million in net non-cash

expense, with a basic and diluted loss per share of $6.12, as compared to a net loss of $3.2 million, including $1.0 million in net non-cash

income, with a basic and diluted loss per share of $58.06 for the quarter ended December 31, 2024. The Company had cash-on-hand of $4.7

million for the quarter ended December 31, 2025. For the year ended December 31, 2025, the Company raised gross proceeds, through offerings,

of $12.2 million.

Subsequent

Events

January 2026, the Company raised gross proceeds of approximately $1.5 million from a registered direct offering and, in February 2026,

raised gross proceeds of approximately $1.45 million from an at-the-market offering.

About

Enveric Biosciences

Enveric

Biosciences (NASDAQ: ENVB) is a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics

that address unmet needs in psychiatric and neurological disorders. By leveraging a differentiated drug discovery platform and a growing

library of protected chemical structures, Enveric is advancing a pipeline of novel compounds designed to promote neuroplasticity without

hallucinogenic effects. Enveric’s lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT₂A

and 5-HT₁B receptors to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience.

For

more information, please visit www.enveric.com.

Forward-Looking

Statements

This

press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These

statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking

statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology

such as “plans,” “expects” or “does not expect,” “proposes,” “budgets,” “explores,”

“schedules,” “seeks,” “sees,” “estimates,” “forecasts,” “intends,”

“anticipates” or “does not anticipate,” or “believes,” or variations of such words and phrases, or

by the use of words or phrases which state that certain actions, events or results may, could, should, would, or might occur or be achieved.

Forward-looking statements may include statements regarding beliefs, plans, expectations, or intentions regarding the future and are

based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could

differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited

to, the ability of Enveric to: finalize and submit its IND filing to the U.S. Food and Drug Administration; carry out successful clinical

programs; achieve the value creation contemplated by technical developments; avoid delays in planned clinical trials; establish that

potential products are efficacious or safe in preclinical or clinical trials; establish or maintain collaborations for the development

of therapeutic candidates; obtain appropriate or necessary governmental approvals to market potential products; obtain future funding

for product development and working capital on commercially reasonable terms; scale-up manufacture of product candidates; respond to

changes in the size and nature of competitors; hire and retain key executives and scientists; secure and enforce legal rights related

to Enveric’s products, including patent protection; identify and pursue alternative routes to capture value from its research and

development pipeline assets; continue as a going concern; and manage its future growth effectively.

discussion of these and other factors, including risks and uncertainties with respect to Enveric, is set forth in Enveric’s filings

with the Securities and Exchange Commission, including Enveric’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.

Enveric disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future

events or otherwise, except as required by law.

Contacts

Investor

Relations

Tiberend

Strategic Advisors, Inc.

David

Irish

(231)

632-0002

dirish@tiberend.com

Media

Relations

Tiberend

Strategic Advisors, Inc.

Casey

McDonald

(646)

577-8520

cmcdonald@tiberend.com

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Mar. 27, 2026

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