As
filed with the Securities and Exchange Commission on May 29, 2026
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Enveric
Biosciences, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
95-4484725 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
245
First Street, Riverview II, 18th Floor
Cambridge,
MA 02142
(Address
of Principal Executive Offices) (Zip Code)
Enveric
Biosciences, Inc. 2020 Long-Term Incentive Plan, As Amended
(Full
title of the plan)
Joseph
Tucker
Chief
Executive Officer
Enveric
Biosciences, Inc.
245
First Street, Riverview II, 18th Floor
Cambridge,
MA 02142
(Name
and address of agent for service)
(617)
444-8400
(Telephone
number, including area code, of agent for service)
Copy
to:
Bradley
J. Wyatt
Adin
J. Tarr
Greenberg
Traurig, LLP
2375
E. Camelback Road, Suite 800
Phoenix,
Arizona 85016
(602)
445-8000
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer: |
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Accelerated
filer: |
☐ |
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Non-accelerated
filer: |
☒ |
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Smaller
reporting company: |
☒ |
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Emerging
growth company: |
☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
Explanatory
Note
Pursuant
to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement is filed by Enveric Biosciences, Inc. (the “Company” or “Enveric”) for the purpose of
registering additional shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”),
under the Company’s 2020 Long-Term Incentive Plan, as previously approved by the Company’s stockholders on December 29, 2020,
amended at a meeting of stockholders on July 14, 2022, further amended at a meeting of stockholders on November 2, 2023 (the “Incentive
Plan”). Per the terms of the Incentive Plan, in the event that the number of outstanding shares of Common Stock is increased,
the number of Authorized Shares (as defined in the Incentive Plan) shall be proportionately adjusted upon the occurrence of such increase
such that the quotient of (i) the number of Authorized Shares immediately prior to such increase and (ii) the number of shares of Common
Stock outstanding immediately prior to such increase is equal to the quotient of (x) the number of Authorized Shares immediately after
such increase and (y) the number of shares of Common Stock outstanding immediately after such increase (the “Equitable Adjustment”);
provided, however, that any such Equitable Adjustment is subject to and will take effect following approval of the Equitable Adjustment
by the board of directors (the “Board”) or the committee administering the Incentive Plan. The Board approved an increase
in the Incentive Plan to 717,932 shares of Common Stock as a result of the Equitable Adjustment provision.
This
Registration Statement registers an aggregate of 553,784 additional shares of Common Stock that are reserved for issuance under
the Incentive Plan.
The
Common Stock registered pursuant to this Registration Statement is of the same class of securities as the 1,732, 31,306, and 131,110
shares of Common Stock registered for issuance under the Incentive Plan pursuant to the Registration Statements on Form S-8 (Registration
Nos. 333-269330, 333-286066, and 333-292325) filed on January 20, 2023, March 24, 2025, and December 22, 2025, respectively (the “Prior
Registration Statements”). The information contained in the Prior Registration Statements is hereby incorporated by reference
pursuant to General Instruction E to Form S-8, except to the extent supplemented, amended or superseded by the information set forth
herein.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The
information required by this Part I has been omitted from this Registration Statement pursuant to the Note to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item
3. |
Incorporation
of Documents by Reference. |
The
Company hereby incorporates by reference into this Registration Statement the following documents which have been previously filed with
the SEC:
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(1) |
our
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 27, 2026; |
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(2) |
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15, 2026; |
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(5) |
our
Current Reports on Form 8-K filed with the SEC on January 28, 2026, February 6, 2026, April 20, 2026, April 30, 2026, and May 29, 2026; and |
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(6) |
the
description of shares of our Common Stock as set forth in Exhibit 4.1 of our Form 10-K, filed with the SEC on March 31, 2023. |
In
addition, all other documents filed (not furnished) by the Company pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d)
of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part of this Registration Statement
from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished
to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration
Statement.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which
also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item
4. |
Description
of Securities |
Not
applicable.
| Item
5. |
Interests
of Named Experts and Counsel |
Not
applicable.
| Item
6. |
Indemnification
of Directors and Officers |
Section
145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who were, are, or are threatened
to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director,
employee or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee or agent
of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that
such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best
interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal.
A Delaware corporation may indemnify any persons who were, are, or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful
on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses
(including attorneys’ fees) actually and reasonably incurred.
Our
certificate of incorporation and bylaws, provide for the indemnification of its directors and officers to the fullest extent permitted
under the Delaware General Corporation Law.
Section
102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary
duties as a director, except for liability for any:
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transaction
from which the director derives an improper personal benefit; |
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act
or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
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unlawful
payment of dividends or redemption of shares; or |
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breach
of a director’s duty of loyalty to the corporation or its stockholders. |
Our
certificate of incorporation, includes such a provision. Expenses incurred by any officer or director in defending any such action, suit
or proceeding in advance of its final disposition shall be paid by us upon delivery of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be
indemnified by the Company.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, Enveric has been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
| Item
7. |
Exemption
from Registration Claimed |
Not
applicable.
The
exhibit index attached hereto is incorporated herein by reference.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts, on May 29, 2026.
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ENVERIC
BIOSCIENCES, INC. |
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By:
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/s/
Joseph Tucker |
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Joseph
Tucker, Ph. D |
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Chief
Executive Officer |
Each
person whose signature appears below constitutes and appoints Joseph Tucker and Kevin Coveney each of them singly, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this
registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act and to file the
same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or either of them or their, his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
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| /s/
Joseph Tucker |
|
Chief
Executive Officer and Director |
|
May
29, 2026 |
| Joseph
Tucker, Ph.D. |
|
(Principal
Executive Officer) |
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| /s/
Kevin Coveney |
|
Chief
Financial Officer |
|
May
29, 2026 |
| Kevin
Coveney |
|
(Principal
Financial and Accounting Officer) |
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| /s/
George Kegler |
|
Director |
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May
29, 2026 |
| George
Kegler |
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| /s/
Frank Pasqualone |
|
Director |
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May
29, 2026 |
| Frank
Pasqualone |
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| /s/
Michael Webb |
|
Director |
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May
29, 2026 |
| Michael
Webb |
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| /s/
Marcus Schabacker |
|
Director |
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May
29, 2026 |
| Marcus
Schabacker, M.D., Ph.D. |
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| /s/
Sheila DeWitt |
|
Director |
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May
29, 2026 |
| Sheila
DeWitt, Ph.D. |
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EXHIBIT
INDEX
Exhibit
5.1
May
29, 2026
Enveric
Biosciences, Inc.
245
First Street, Riverview II, 18th Floor
Cambridge,
MA 02142
| Re: |
Registration
Statement on Form S-8 Enveric Biosciences, Inc. |
Ladies
and Gentlemen:
As
legal counsel to Enveric Bioscience, Inc., a Delaware corporation (the “Company”), we have assisted in the preparation
of the Company’s Registration Statement on Form S-8 (the “Registration Statement”), to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration
by the Company of 579,225 shares of its common stock, par value $0.01 per share (the “Shares”) that may be issued
under Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan, as amended (the “Plan”). This opinion is being delivered
to you pursuant to the requirements of Item 601(b)(5) of Regulations S-K, 17 C.F.R. § 229.601(b)(5).
With
respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:
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A. |
The
Amended and Restated Certificate of Incorporation of the Company, as amended; |
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B. |
The
Amended and Restated Bylaws of the Company, as amended; |
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C. |
Records
of actions of the shareholders of the Company; |
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D. |
Resolutions
of the Board of Directors of the Company approving, among other things, an equitable adjustment under the Plan; |
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E. |
The
Registration Statement; |
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F. |
The
Plan; and |
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G. |
Such
other documents and records and other certificates and instruments and matters of law as we have deemed necessary or appropriate
to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein. |
We
have also assumed that, at the time of the issuance of the Shares: (i) the Registration Statement and any amendments thereto (including
post-effective amendments) will have become effective and will remain effective, (ii) no stop order of the Commission preventing or suspending
the use of the prospectus described in the Registration Statement will have been issued, (iii) the prospectus described in the Registration
Statement and any required prospectus supplement will have been delivered to the recipient of the Shares as required in accordance with
applicable law, (iv) the resolutions of the Board of Directors of the Company and the compensation committee of the Board of Directors
of the Company referred to above will not have been modified or rescinded, (v) the Company will receive consideration for the issuance
of the Shares required by the Plan and that is at least equal to the par value of the common stock, (vi) all requirements of the Delaware
General Corporation Law, the Amended and Restated Certificate of Incorporation, as amended to date, and the Amended and Restated By-Laws,
as amended to date, will be complied with when the Shares are issued, (vii) sufficient shares of common stock will be authorized for
issuance under the Amended and Restated Certificate of Incorporation of the Company, as amended to date, that have not otherwise been
issued or reserved for issuance and (viii) neither the issuance nor sale of the Shares will result in a violation of any agreement or
instrument then binding upon the Company or any order of any court or governmental body having jurisdiction over the Company.
Based
on the foregoing, we are of the opinion that the Shares will be validly issued, fully paid and nonassessable by the Company when the
issuance of such Shares has been duly and validly approved by the board of directors of the Company and such Shares have been delivered
in accordance with the Plan.
We
express no opinion as to the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than
federal securities laws and the substantive laws of the state of Delaware, including judicial interpretations of such laws. Further,
our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that
may be brought to our attention after the date hereof.
Greenberg
Traurig, LLP | Attorneys at Law
2375
East Camelback Road | Suite 800 | Phoenix, Arizona 85016 | T +1 602.445.8000 | F +1 602.445.8100 |
| www.gtlaw.com |
Enveric
Biosciences, Inc.
May
29, 2026
Page
2
We
hereby expressly consent to any reference to our firm in the Registration Statement, to the use of our name as your counsel in the Registration
Statement, and the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated
thereunder.
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Very
truly yours, |
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/s/ Greenberg Traurig, LLP |
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Greenberg
Traurig, LLP |
| Greenberg
Traurig, LLP | Attorneys at Law |
| www.gtlaw.com
|