Form 8-K

8-K — Enveric Biosciences, Inc.

Accession: 0001493152-26-023345

Filed: 2026-05-15

Period: 2026-05-15

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

May

15, 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 02142

(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.

May 15, 2026, Enveric Biosciences, Inc. issued a press release providing a corporate update and announcing its financial results for

the first quarter ended March 31, 2026. 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 May 15, 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:

May 15, 2026

ENVERIC

BIOSCIENCES, INC.

By:

/s/

Joseph Tucker

Joseph

Tucker

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 First Quarter 2026

Product

Development Highlights:

● Continued

advancement of lead candidate EB-003 with IND-enabling studies progressing toward planned

first-in-human clinical trial

● Reported

additional preclinical data for EB-003 demonstrating dual Gq and β-arrestin signaling

at 5-HT2A, pathways linked in peer-reviewed studies to antidepressant and anxiolytic

effects

Corporate

and Business Development Highlights:

● Strengthened

intellectual property portfolio with new patent issuances and allowances across EVM301 and

EVM401 series

● Announced

the withdrawal by AbbVie, Inc. 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 molecule (GM-2505) acquired by AbbVie, Inc.

● Presented

at and Participated in Panel Discussion at Sachs Associates 9th Annual Neuroscience Innovation

Forum During “J.P. Morgan Week 2026”

CAMBRIDGE,

Mass., May 15, 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 reported

financial results for the first quarter ended March 31, 2026, and provided a comprehensive business update.

CEO

Commentary:

“Our

progress in the first quarter of 2026 reflects continued execution against our core mission of developing therapeutics capable of addressing

the significant unmet need in mental health,” said Joseph Tucker, Ph.D., Chief Executive Officer of Enveric Biosciences. “We

remain laser focused on advancing EB-003, Enveric’s lead drug candidate in developlment, toward an IND submission and first-in-human

clinical trials.”

Dr.

Tucker continued: “What differentiates Enveric is our commitment to harnessing the therapeutic potential of psychedelic-inspired

mechanisms while designing our candidates to eliminate the hallucinogenic effects that limit scalability, safety, and broad patient access.

Our growing body of preclinical data continue to support EB-003’s ability to promote neuroplasticity through selective receptor

engagement, reinforcing our confidence in its potential to deliver rapid and durable antidepressant and anxiolytic effects.”

“Since

the end of the first quarter, the broader policy environment appears to be increasingly supportive of innovation in mental health. Recent

actions, including an Executive Order issued under President Donald Trump emphasizing the importance of advancing novel treatments for

mental health conditions, underscore growing recognition of the therapeutic promise of psychedelic-inspired compounds. We believe the

future of this field will be defined by non-hallucinogenic neuroplastogens like EB-003, which is designed to deliver the benefits of

these pathways while avoiding the limitations associated with traditional psychedelic therapies.”

Dr.

Tucker continued: “In parallel, we continue to view our intellectual property estate as a foundational driver of long-term value

creation. The recent withdrawal of the Post-Grant Review petition by AbbVie further underscores the strength, breadth and strategic relevance

of our patent portfolio. We believe our expanding IP position not only protects our innovations but also enhances our ability to create

future partnering and monetization opportunities.”

Dr.

Tucker concluded: “With IND-enabling activities underway and a strong intellectual property position, we believe Enveric is well

positioned to generate meaningful value for stockholders as we transition toward the clinical phase of drug development.”

FIRST

QUARTER 2026 AND RECENT BUSINESS HIGHLIGHTS

Corporate,

Product and Business Development Highlights:

EB-003

Development:

● Reported

EB-003 BRET receptor engagement assay data, demonstrating dual Gq and β-arrestin signaling

at 5-HT2A, pathways that have been linked in peer-reviewed studies to antidepressant

and anxiolytic effects

● Subsequent

to the end of the first quarter, highlighted positive results for EB-003 indicating a rapid

reduction in conditioned fear response in a validated preclinical model of PTSD, supporting

continued development for patient population with significant unmet need

Intellectual

Property:

● Announced

the 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

● Added

depth to EVM301 intellectual property portfolio for non-hallucinogenic treatment of neuropsychiatric

conditions, enhancing the patent claim coverage of Enveric’s N-heterocycle substituted

tryptamine derivative molecules

● Registered

five of the Company’s trademarks, including its house marks, Enveric and Enveric Biosciences,

with the Canadian Intellectual Property Office

Corporate

& Financial:

● Raised

gross proceeds of approximately $1.5 million through a registered direct offering, priced

At-The-Market under Nasdaq rules

● Expanded

collaboration with TOTEC Pharma through trademark license and option, out-licensing RCANN™

trademark portfolio

● Subsequent

to the end of the first quarter:

○ Raised

an additional approximately $1.5 million from the exercise of warrants and;

○ Closed

a private placement, priced At-The-Market under Nasdaq rules, of up to $13.9 million, including

$5 million upfront with up to approximately $8.9 million potential additional proceeds upon

exercise in full of warrants

FIRST

QUARTER FINANCIAL RESULTS

Net

loss attributable to stockholders was $1.6 million for the first quarter ended March 31, 2026, including $0.1 million in net

non-cash expense, with a basic and diluted loss per share of $1.08, as compared to a net loss of $2.2 million, including $0.3

million in net non-cash income, with a basic and diluted loss per share of $14.58 for the quarter ended March 31, 2025. The Company

had cash-on-hand of $4.9 million for the quarter ended March 31, 2026. For the quarter ended March 31, 2026, the Company raised

gross proceeds, through offerings, of $2.8 million.

“In

April 2026, Enveric completed a private placement expected to generate gross proceeds of up to $13.9 million, including $5.0 million

received at closing, and assuming full exercise of the warrants issued in the private placement. In addition, the Company received $1.5

million from the exercise of Series G and H warrants at an exercise price of $4.16 per share,” said Kevin Coveney, CPA, Chief Financial

Officer. “As of May 15, 2026, the Company’s cash balance was approximately $10.3 million. Enveric believes these funds will

support the completion of preclinical development activities for EB-003, the planned filing of an IND application, and operations into

the first quarter of fiscal year 2027.”

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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