お知らせ • Oct 24
Enveric Biosciences, Inc Receives Delisting Notice from Nasdaq
As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2025 (the “Original 8-K”), Enveric Biosciences, Inc. (the “Company”) received a notice from The Nasdaq Stock Market (the “Nasdaq”) indicating that it no longer met the continued listing requirements. Specifically, the Company’s stockholders’ equity was below the minimum required stockholders’ equity of $2.5 million as stipulated by Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”). As noted in the Original 8-K, the Company had until October 10, 2025 to provide Nasdaq with a specific plan to achieve and sustain compliance. The Company submitted its plan to regain compliance on October 10, 2025. The Company is filing this Current Report on Form 8-K (this “Current Report”) to provide an update to its compliance with continued listing requirements as set forth in Rule 5550(b)(1). On September 17, 2025, the Company entered into warrant exercise inducement offer letters (the “Inducement Letters”) with certain institutional investors (the “Holders”) that held certain outstanding (a) Series A Common Stock Purchase Warrants to purchase up to an aggregate of 1,224,999 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (b) Series B Common Stock Purchase Warrants to purchase up to an aggregate of 1,199,999 shares of Common Stock, both originally issued to the Holders on February 3, 2025, at an exercise price of $3.00 per share (collectively, the “Existing Warrants”). Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants at a reduced exercise price of $0.915 per share in consideration for the Company’s agreement to issue in a private placement (x) the Series C Common Stock Warrants to purchase up to 2,449,998 shares of Common Stock and (y) the Series D Common Stock Warrants to purchase up to 2,399,998 shares of Common Stock (the “Warrant Inducement”). The Series C Common Stock Warrants and Series D Common Stock Warrants will only become exercisable if and when the Company obtains stockholder approval in accordance with Nasdaq Listing Rule 5635(d). The Series C Common Stock Warrants expire on the five (5)-year anniversary of receiving stockholder approval. The Series D Common Stock Warrants expire on the 18-month anniversary of receiving stockholder approval. The closing of the transactions contemplated pursuant to the Inducement Letters occurred on September 18, 2025. The Company received aggregate gross proceeds of approximately $2.2 million from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other offering expenses payable by the Company. In that regard, as a result of the Warrant Inducement, as of the date of this Current Report, the Company believes its stockholders’ equity exceeds $2.5 million as required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting. On October 22, 2025, the Company received written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq notifying the Company that, because the closing price for the Company’s Common Stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). Further, the Notice stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period. The Notice stated that unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting. Accordingly, the Company intends to timely request a hearing with the Panel, and at which point, such timely request will automatically stay any further suspension or delisting action by Nasdaq at least pending the ultimate conclusion of the hearing process. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.