NOTE 7. SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

At the Market Offering

The Company entered into an at the market offering agreement, or the (“ATM Agreement”), with H.C. Wainwright & Co., LLC, or (“Placement Agent”), acting as sales agent, on April 9, 2025, relating to shares of Common Stock. Under the ATM Agreement, the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $1,854,151 from time to time through the Placement Agent. The Placement Agent will receive 3% of the gross sales price of the shares sold as a placement fee.

Because the purchase price per share to be paid for the shares of Common Stock that the Company may elect to sell under the ATM Agreement, if any, will fluctuate based on the market prices of the Company’s Common Stock at the time the Company elects to sell shares pursuant to the ATM Agreement, if any, it is not possible for us to predict the number of shares of Common Stock that the Company will sell under the ATM Agreement, the purchase price per share the buyer will pay for shares purchased from the Company under the ATM Agreement, or the aggregate gross proceeds that the Company will receive from those purchases under the ATM Agreement.

On February 6, 2026, the Company filed a prospectus supplement to increase the ATM Agreement’s capacity by an additional $1,346,000 under the Company’s existing shelf registration statement. On June 9, 2026, the Company filed an additional prospectus supplement to increase the ATM Agreement’s capacity by an additional $2,425,000. Under this agreement, for the six months ended June 30, 2026, the Company issued 497,200 shares for net cash proceeds of $1,291,038. As of June 30, 2026, $2,425,000 remains available to sell.

Registered Direct Offering and Private Placement

On January 27, 2026, the Company entered into a securities purchase agreement (the “January 2026 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors in a registered direct offering, an aggregate of 328,802 shares of Common Stock, at a price of $4.41 per share (the “Registered Direct Offering”) for gross proceeds of approximately $1.5 million before the deduction of placement agent fees and offering expenses. The closing of the Registered Direct Offering occurred on January 28, 2026.

In a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the “Offerings”), pursuant to the terms of the Purchase Agreement, the Company also agreed to issue and sell unregistered Series G warrants to purchase up to 328,802 shares of Common Stock (the “Series G Warrants”), and unregistered Series H warrants to purchase up to 328,802 shares of Common Stock (the “Series H Warrants”, and collectively with the Series G Warrants, the “Common Warrants”). The Common Warrants have an exercise price of $4.16 per share and are exercisable immediately. The Series G Warrants will expire five years following the effective date of the Resale Registration Statement (defined below), and the Series H Warrants will expire 18 months following the effective date of the Resale Registration Statement.

The Placement Agent acted as the exclusive placement agent in connection with the Offerings. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceed of the Offerings as well as a management fee equal to 1.0% of the aggregate gross proceeds of the Offerings. The Company also agreed to pay the Placement Agent up to $35,000 for accountable expenses including the Placement Agent’s legal fees and expenses, and $10,000 for a clearing agent fee. The Company also issued warrants to purchase up to 23,016 shares of Common Stock to the Placement Agent. The placement agent warrants have the same terms as the Series G Warrants, except the placement agent warrants have an exercise price of $5.5125 per share (125% of the offering price). The grant date fair value of these placement agent warrants was estimated to be $63,000 on January 28, 2026 and was charged to additional paid-in capital as issuance costs. The fair value of the placement agent warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., (1) risk-free interest rate of 3.8%; (2) expected life in years of 5.00; (3) expected stock volatility of 116.0%; and (4) expected dividend yield of 0%.). The Company also incurred legal and other offering-related fees of $305,990, which were similarly charged to additional paid-in capital.

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 16, 2026, the Company entered into a securities purchase agreement (the “April 2026 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “April Private Placement”) (i) 98,000 shares of the Company’s 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 (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 “April Common Warrants”). 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. The April Common Warrants have an exercise price of $2.00 per share and are exercisable immediately. The Series I Warrants will expire five years following the effective date of the Resale Registration Statement, and the Series J Warrants will expire 18 months following the effective date of the Resale Registration Statement. The aggregate gross proceeds from the offering were approximately $5.0 million before deduction of placement agent fees and offering expenses. The closing of the private placement occurred on April 17, 2026.

The Placement Agent acted as the exclusive placement agent in connection with the April Private Placement. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceed of the Offerings as well as a management fee equal to 1.0% of the aggregate gross proceeds of the Offerings. The Company also issued warrants to purchase up to 155,556 shares of Common Stock to the Placement Agent. The placement agent warrants have the same terms as the Series I Warrants, except the placement agent warrants have an exercise price of $2.8125 per share (125% of the offering price). The grant date fair value of these placement agent warrants was estimated to be $223,000 on April 17, 2026 and was charged to additional paid-in capital as issuance costs. The fair value of the placement agent warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., (1) risk-free interest rate of 3.9%; (2) expected life in years of 5.12; (3) expected stock volatility of 116.0%; and (4) expected dividend yield of 0%.). The Company also incurred legal and other offering-related fees of $591,085, which were similarly charged to additional paid-in capital.

Exercise of Warrants

During the three months ended June 30, 2026, 143,380 Series G Warrants were exercised for proceeds of $596,461; 222,746 Series H Warrants were exercised for proceeds of $926,623 and 1,584,223 Pre-Funded Warrants were exercised for proceeds of $158.

Stock Options

2020 Long-Term Incentive Plan, as amended (“Incentive Plan”)

The Company’s stock based compensation expense, recorded within general and administrative expense in the unaudited condensed consolidated statement of operations and comprehensive loss, related to stock options for the three months ended June 30, 2026 and 2025 was $— and $414, respectively. The Company’s stock based compensation expense, recorded within general and administrative expense, related to stock options for the six months ended June 30, 2026 and 2025 was $276 and $828, respectively. There is no unrecognized stock-based compensation related to stock option expense as of June 30, 2026.

Issuance of Restricted Stock Awards

During the six months ended June 30, 2026 the Company issued 92,590 restricted stock awards with an aggregate fair value of $209,253. The awards are all unvested as of June 30, 2026. For the three months ended June 30, 2026 and 2025, the Company recorded $17,438 and $0, respectively, in stock-based compensation expense within general and administrative expense, related to restricted stock awards granted to Directors. For the six months ended June 30, 2026 and 2025, the Company recorded $17,438 and $0, respectively, in stock-based compensation expense within general and administrative expense, related to restricted stock awards. As of June 30, 2026, there was $191,816 in unamortized stock-based compensation costs related to restricted stock awards which will be recognized over a weighted average period of 0.9 years.

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Issuance of Restricted Stock Units

The Company’s activity in restricted stock units was as follows for the six months ended June 30, 2026:

 SCHEDULE OF RESTRICTED STOCK UNITS

For the three months ended June 30, 2026 and 2025, the Company recorded $107,676 and $205,846, respectively, in stock-based compensation expense related to restricted stock units, which is a component of both general and administrative and research and development expenses in the unaudited condensed consolidated statement of operations and comprehensive loss. For the six months ended June 30, 2026 and 2025, the Company recorded $196,073 and $399,280, respectively, in stock-based compensation expense related to restricted stock units, which is a component of both general and administrative and research and development expenses in the condensed consolidated statement of operations and comprehensive loss. As of June 30, 2026, the Company had unamortized stock-based compensation costs related to restricted stock units of $1,741,914 which will be recognized over a weighted average period of 3.16 years. As of June 30, 2026, 7,435 restricted stock units are vested without shares of Common Stock being issued, with all of these shares due as of June 30, 2026.

The following table summarizes the Company’s recognition of stock-based compensation for restricted stock units for the following periods:

 SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS

Warrants

The following table summarizes information about shares issuable under warrants outstanding at June 30, 2026:

 SCHEDULE OF WARRANTS OUTSTANDING

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS