Enveric closes $5M private placement of shares and warrants with potential $8.9M additional proceeds

shares issuable upon exercise thereof, the “Series J Warrant Shares,” together with the Series I Warrant Shares, the “Warrant Shares”). The Warrants have an exercise price of $2.00 per share (subject to customary adjustments as set forth in the Warrants) and are exercisable immediately. The Series I Warrants will expire five (5) years following the effective

shares issuable upon exercise thereof, the “Series J Warrant Shares,” together with the Series I Warrant Shares, the “Warrant Shares”). The Warrants have an exercise price of $2.00 per share (subject to customary adjustments as set forth in the Warrants) and are exercisable immediately. The Series I Warrants will expire five (5) years following the effective

Shares”). The Placement Agent Warrants have substantially the same terms as the Series I Warrants, except that the Placement Agent Warrants have an exercise price equal to $2.8125 per share. The Company agreed to indemnify the Placement Agent against certain liabilities relating to or arising out of the Placement Agent’s activities under the Engagement

and Exchange Commission). The Private Placement closed on April 17, 2026. The gross proceeds to the Company from the Private Placement are expected to be approximately $5.0 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company, with the potential for up to approximately $8.9 million of additional

that in no event shall the Beneficial Ownership Limitation exceed 9.99%. The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants to the extent

H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with the Private Placement under an Engagement Letter, dated as of December 8, 2024, as amended on January 14, 2025, June 5, 2025, November 10, 2025, and December 16, 2025 (the “Engagement Letter”).

In connection with the Private Placement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of April 16, 2026, with each Investor, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission registering the resale of Shares, Pre-Funded Warrant Shares, and Warrant Shares, no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date of the Registration Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the event of a “full review” by the Securities and Exchange Commission).

On April 16, 2026, Enveric Biosciences, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors” and each, an “Investor”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) (i) 98,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,124,223 shares of Common Stock (the “Pre-Funded Warrant Shares”), (iii) Series I warrants to purchase up to 2,222,223 shares of Common Stock (the “Series I Warrants,” and the shares issuable upon exercise thereof, the “Series I Warrant Shares”), and (iv) Series J warrants to purchase up to 2,222,223 shares of Common Stock (the “Series J Warrants,” together with the Series I Warrants, the “Warrants” and the shares issuable upon exercise ther