ENVERIC BIOSCIENCES, INC. : Other events, financial statements and exposures (form 8-K)


Article 8.01 Other events.

During the previous thirty days, Enveric Biosciences, Inc., a Delaware company (the “Company” or “ENVB”) issued a total of 1,194,843 common shares in exchange for certain outstanding warrants to purchase a total of 698,517 common shares of the Company at an exercise price of $ 4.66
under exchange agreements with the holders of these warrants. The Company believes that these exchanges are beneficial to the Company because the reacquired warrants contained provisions requiring the Company to redeem the warrants for cash at the option of the holder and / or “full ratchet” anti-dilution adjustments. which may result in a reduction in the exercise price of these warrants and an increase in the number of shares that may be issued during their exercise in certain circumstances. The Company has canceled all warrants reacquired during these exchanges and they will not be reissued.

The issuance of common shares of the Company in each exchange agreement was effected on the basis of an exemption from registration under section 3 (a) (9) of the Securities Act of 1933, as amended, and constitutes in total less than 5% of the number of ordinary shares of the Company issued and outstanding at November 9, 2021, as indicated in the Company’s quarterly report on Form 10-Q, filed with the Security and Trade Commission
to November 15, 2021.

In addition, as indicated above, on September 16, 2021, ENVB completed the previously announced merger of MagicMed Industries Inc., a corporation incorporated under the laws of the Province of British Columbia (“MagicMed”), pursuant to a merger agreement dated May 24, 2021 (the “Merger Agreement”), by and between ENVB, 1306432 British Columbia Unlimited Liability Company
(formerly 1306432 BC Ltd.), an unlimited liability company existing under the laws of the Province of British Columbia and a 100% subsidiary of ENVB (“HoldCo”), 1306436 BC Ltd., a corporation incorporated under the laws of the Province of British Columbia and a wholly owned subsidiary of HoldCo
(“Buyer”), and MagicMed. Pursuant to the Amalgamation Agreement, the Purchaser and MagicMed amalgamated in accordance with Section 269 of the Business Corporations Act of British Columbia, with the Amalgamated Company, Enveric Biosciences Canada Inc., surviving as an indirect wholly owned subsidiary of ENVB (the “Merger”).

This current report on Form 8-K is filed to provide as Attachment 99.1 the audited consolidated financial statements of MagicMed for the year ended. June 30, 2021 and for the period from the constitution May 26, 2020 at
June 30, 2020, and as Exhibit 99.2 attached, the unaudited pro forma condensed consolidated financial information of ENVB and MagicMed for the six months ended
June 30, 2021 and the year ended December 31, 2020. The pro forma condensed consolidated financial information included in this document has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been achieved had the merger occurred on the dates indicated, nor is it intended to be indicative of any anticipated combined financial position or future operating results that ENVB may experience following the merger.

The purpose of this current report on Form 8-K is, among other things, to file the pro forma condensed consolidated financial information and financial statements of MagicMed discussed above, and to allow such financial information to be incorporated by reference. in ENVB registration statements. deposited with the Security and Trade Commission.

Item 9.01 Financial statements and supporting documents.

(a) Financial statements of the acquired business.

MagicMed’s audited consolidated financial statements as of June 30, 2021
and for the period from the constitution May 26, 2020 at June 30, 2020, together with the notes to the financial statements, are filed as Exhibit 99.1 of this current report on Form 8-K and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated financial information of the ENVB for the six months ended June 30, 2021 and for the year ended December 31, 2020, as well as the notes relating to the pro forma financial information, and giving effect to the Merger as if it had been completed on June 30, 2021, are filed as Exhibit 99.2 of this current Report on Form 8-K and are incorporated herein by reference.



(d) Exhibits.



Exhibit No.                                Description
23.1            Consent of Zeifmans LLP
99.1            Audited consolidated financial statements of MagicMed for the year
              ended June 30, 2021 and for the period from incorporation May 26, 2020
              to June 30, 2020
99.2            Unaudited pro forma condensed consolidated financial information of
              ENVB for the six months ended June 30, 2021 and the year ended
              December 31, 2020
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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