UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2022
ENVERIC BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38286 | 95-4484725 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 4851 Tamiami Trail N, Suite 200 Naples, FL 34103 | 34103 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (239) 302-1707
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | ENVB | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 28, 2022, Enveric Biosciences, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). A total of 856,447 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting, which represented 41.2% of the outstanding shares of common stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote per share of common stock held as of the close of business on September 14, 2022, the record date for the Annual Meeting. The matters submitted for a vote and the related results are set forth below.
| 1. | Election of seven directors, to serve until the Company’s 2023 annual meeting of stockholders or until their successors are duly elected and qualified. |
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| George Kegler | 138,269 | 109,803 | 608,375 | |||||||||
| Douglas Lind, M.D. | 228,007 | 20,065 | 608,375 | |||||||||
| Bevin O’Neil | 226,712 | 21,360 | 608,375 | |||||||||
| Frank Pasqualone | 226,764 | 21,308 | 608,375 | |||||||||
| Marcus Schabacker, M.D., Ph.D. | 139,581 | 108,491 | 608,375 | |||||||||
| Joseph Tucker, Ph.D. | 228,825 | 19,247 | 608,375 | |||||||||
| Michael D. Webb | 226,729 | 21,343 | 608,375 | |||||||||
| 2. | Non-binding advisory vote to approve the compensation of the Company’s named executive officers. |
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 178,176 | 68,125 | 1,771 | 608,375 | ||||||||||
| 3. | Ratification of the selection and appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 |
| For | Against | Abstain | |||||||
| 826,728 | 27,656 | 2,063 | |||||||
For more information about the foregoing proposals, see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on September 23, 2022, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVERIC BIOSCIENCES INC. | ||
| Date: October 28, 2022 | By: | /s/ Joseph Tucker |
| Name: | Joseph Tucker, PhD | |
| Title: | Chief Executive Officer | |