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Enveric Biosciences, Inc. Director's Dealing 2021

Oct 16, 2021

35460_dirs_2021-10-15_45977d6b-15bc-463d-898d-fc1240ab42b6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Enveric Biosciences, Inc. (ENVB)
CIK: 0000890821
Period of Report: 2021-09-16

Reporting Person: Facchini Peter J. (Chief Scientific Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2021-09-16 Common Stock A 85056 Acquired 85056 Direct
2021-09-16 Common Stock A 531602 Acquired 531602 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2021-09-16 Stock Options $1.88 A 99675 Acquired 2026-04-05 Common Stock (99675) Direct
2021-09-16 Common Warrants $0.94 A 79740 Acquired 2025-05-26 Common Stock (79740) Direct
2021-09-16 Common Warrants $0.94 A 531602 Acquired 2025-05-26 Common Stock (531602) Indirect
2021-09-16 Common Warrants $2.82 A 2658 Acquired 2023-09-16 Common Stock (2658) Direct

Footnotes

F1: 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.

F2: Received in exchange for 320,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.

F3: Received in exchange for 2,000,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.

F4: Held indirectly through the Facchini 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Facchini and his family.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.