Enveric Biosciences Inc美股招股说明书(2025-12-10版)

We are registering the Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time. TheSelling Stockholders may sell or otherwise dispose of the Shares in a number of different ways and at varying prices. We are notselling any securities under this prospectus and will not receive any of the proceeds from the sale of Shares by the SellingStockholders. Our registration of Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell anyof such Shares. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Shares in thesection entitled “Plan of Distribution” on page 14. Discounts, concessions, commissions and similar selling expenses attributable tothe sale of the Shares will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions,commissions and similar selling expenses) relating to the registration of the Shares with the Securities and Exchange Commission(“SEC”). Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ENVB.” On December 4, 2025,the last reported sale price for our Common Stock on Nasdaq was $6.11 per share. Our principal executive offices are located at 245First Street, Riverview II, 18th Floor, Cambridge, MA, 02142, and our telephone number is (617) 444-8400. This prospectus, including such information that is incorporated by reference, contains summaries of certain provisionscontained in some of the documents described herein, but reference is made to the actual documents for complete information. All thesummaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filedor have been incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you mayobtain copies of those documents as described in this prospectus under the heading “Where You Can Find Additional Information.” Investing in our securities involves a high degree of risk. See “Risk Factors” contained on page 5 in this prospectus, aswell as any other risk factor and other information contained in any other document that is incorporated by reference herein.You should carefully read this prospectus and the accompanying prospectus supplement, together with the documents weincorporate by reference, before you invest in our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus is December 9, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSiiiSELECTED FINANCIAL DATA REFLECTING THE REVERSE STOCK SPLIT1PROSPECTUS SUMMARY2SUMMARY OF THE OFFERING4RISK FACTORS5DESCRIPTION OF PRIVATE PLACEMENT7USE OF PROCEEDS8SELLING STOCKHOLDERS9PLAN OF DISTRIBUTION14LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND MORE INFORMATION15INCORPORATION OF CERTAIN INFORMATION BY REFERENCE15i ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the SEC pursuant to which the Selling Stockholdersnamed herein may, from time to time, offer and sell or otherwise dispose of the Shares covered by this prospectus. As permitted by therules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. This prospectus and the documents incorporated by reference into this prospectus include important information about us, thesecurities being offered and other information you should know before investing in our securities. You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus orthat any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated byreference, even though this prospectus is delivered or the Shares are sold or otherwise disposed of on a later date. It is important foryou to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, inmaking your investment decision. You should also read and consider the information in the documents to which we have referred youunder “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus. You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in thisprospectus. We have not, and the Selling Stockholders have not, authorized anyone to give any information or to make anyrepresentation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you