0001493152-21-025625.txt : 20211015 0001493152-21-025625.hdr.sgml : 20211015 20211015191232 ACCESSION NUMBER: 0001493152-21-025625 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210916 FILED AS OF DATE: 20211015 DATE AS OF CHANGE: 20211015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Facchini Peter J. CENTRAL INDEX KEY: 0001883966 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38286 FILM NUMBER: 211327038 MAIL ADDRESS: STREET 1: 155 RANCHRIDGE DRIVE NW CITY: CALGARY, ALBERTA STATE: Z4 ZIP: T3G 1W1 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 0001883966 Facchini Peter J. C/O ENVERIC BIOSCIENCES, INC., 4851 TAMIAMI TRAIL N, SUITE 200 NAPLES, FL 34103 0 1 0 0 Chief Scientific Officer Common Stock 2021-09-16 4 A 0 85056 A 85056 D Common Stock 2021-09-16 4 A 0 531602 A 531602 I See footnote Stock Options 1.88 2021-09-16 4 A 0 99675 A 2021-09-16 2026-04-05 Common Stock 99675 99675 D Common Warrants 0.94 2021-09-16 4 A 0 79740 A 2021-09-16 2025-05-26 Common Stock 79740 79740 D Common Warrants 0.94 2021-09-16 4 A 0 531602 A 2021-09-16 2025-05-26 Common Stock 531602 531602 I See footnote Common Warrants 2.82 2021-09-16 4 A 0 2658 A 2021-09-16 2023-09-16 Common Stock 2658 2658 D 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 0.2658 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder. Received in exchange for 320,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement. Received in exchange for 2,000,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement. Held indirectly through the Facchini 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Facchini and his family. 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 375,000 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 300,000 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 2,000,000 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 10,000 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/ Facchini Peter J. 2021-10-15