0001493152-21-023865.txt : 20210927
0001493152-21-023865.hdr.sgml : 20210927
20210927163506
ACCESSION NUMBER: 0001493152-21-023865
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210916
FILED AS OF DATE: 20210927
DATE AS OF CHANGE: 20210927
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tucker Joseph Edward
CENTRAL INDEX KEY: 0001883914
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38286
FILM NUMBER: 211282098
MAIL ADDRESS:
STREET 1: 3655 36 ST NW
CITY: CALGARY, AB,
STATE: Z4
ZIP: T2L 1Y8
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Enveric Biosciences, Inc.
CENTRAL INDEX KEY: 0000890821
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 954484725
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4851 TAMIAMI TRAIL N, SUITE 200
CITY: NAPLES
STATE: FL
ZIP: 34103
BUSINESS PHONE: 239-302-1707
MAIL ADDRESS:
STREET 1: 4851 TAMIAMI TRAIL N, SUITE 200
CITY: NAPLES
STATE: FL
ZIP: 34103
FORMER COMPANY:
FORMER CONFORMED NAME: AMERI Holdings, Inc.
DATE OF NAME CHANGE: 20150527
FORMER COMPANY:
FORMER CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC
DATE OF NAME CHANGE: 19950323
4
1
ownership.xml
X0306
4
2021-09-16
0
0000890821
Enveric Biosciences, Inc.
ENVB
0001883914
Tucker Joseph Edward
C/O ENVERIC BIOSCIENCES,INC.,
4851 TAMIAMI TRAIL N, SUITE 200
NAPLES,
FL
34103
1
1
0
0
Chief Executive Officer
Common Stock
2021-09-16
4
A
0
691083
A
691083
I
See footnote
Stock Options
1.88
2021-09-16
4
A
0
199351
A
2021-09-16
2026-04-05
Common Stock
199351
199351
D
Common Warrants
0.94
2021-09-16
4
A
0
664503
A
2021-09-16
2025-05-26
Common Stock
664503
664503
I
See footnote
Common Warrants
2.82
2021-09-16
4
A
0
13290
A
2021-09-16
2023-09-16
Common Stock
13290
13290
I
See footnote
Pursuant to an Amalgamation Agreement, dated May 24, 2021 (the "Amalgamation Agreement"), by and among Enveric Biosciences, Inc. (the "Company"), 1306432 B.C. Unlimited Liability Company (formerly known as 1306432 B.C. Ltd.), ("HoldCo"), 1306436 B.C. Ltd., ("Purchaser"), and MagicMed Industries Inc. ("MagicMed"), upon the completion of the Amalgamation, the shareholders of MagicMed received shares of common stock of the Company equal to the product of 0.265801 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder.
Received in exchange for 2,600,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.
Held indirectly through the Tucker 2020 Family Trust, a trust controlled by Dr. Tucker.
Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each outstanding MagicMed stock option was converted into an option to purchase the number of Company shares equal to the Exchange Ratio multiplied by the number of MagicMed shares subject to such MagicMed stock option.
Received in exchange for options to acquire 750,000 shares of common stock of MagicMed with an exercise price of $0.50 per share in connection with the Amalgamation.
Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each holder of an outstanding MagicMed warrant is entitled to receive upon exercise of such MagicMed warrant that number of Company shares which the holder would have been entitled to receive as a result of the Amalgamation if, immediately prior to the Amalgamation, such holder had exercised the MagicMed warrants.
The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 2,500,000 shares of common stock of MagicMed with an exercise price of $0.25 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants.
The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 50,000 shares of common stock of MagicMed with an exercise price of $0.75 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants.
/s/ Tucker Joseph Edward
2021-09-27