Enveric Biosciences Inc美股招股说明书(2026-02-18版)

Up to 328,802 Shares of Common Stock Underlying the Series G WarrantsUp to 328,802 Shares of Common Stock Underlying the Series H WarrantsUp to 23,016 Shares of Common Stock Underlying the Placement Agent Warrants This prospectus relates to the issuance by us and the resale by the selling stockholders named in this prospectus (the “SellingStockholders”) of (i) up to 328,802 shares of our Common Stock, par value $0.01 per share (“Common Stock”) that are issuable to certainSelling Stockholders upon the exercise of Series G Warrants to purchase shares of our Common Stock at a per share exercise price of $4.16 (the“Series G Warrants”) that we issued to certain Selling Stockholders in the closing of a private placement that occurred on January 28, 2026 (the“Private Placement”); (ii) up to 328,802 shares of Common Stock that are issuable to certain Selling Stockholders upon the exercise of SeriesH Warrants to purchase shares of our Common Stock at a per share exercise price of $4.16 (the “Series H Warrants”) that we issued to certainSelling Stockholders in a closing of the Private Placement; and (iii) up to 23,016 shares of Common Stock that are issuable to certain SellingStockholders upon the exercise of certain Placement Agent Warrants (the “Placement Agent Warrants,” and together with the Series G Warrantsand the Series H Warrants, the “January 2026 Warrants”). See “Description of Securities to be Registered – January 2026 Warrants” beginningon page 79 of this prospectus. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholders will issue, offeror sell, as applicable, any of the securities being registered. The Selling Stockholders may offer, sell, or distribute all or a portion of thesecurities being registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any ofthe proceeds from the sales of our Common Stock by the Selling Stockholders pursuant to this prospectus. We will, however, receive the netproceeds of any January 2026 Warrants if exercised for cash. We will bear all costs, expenses and fees in connection with the registration ofthese securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear allcommissions and discounts, if any, attributable to their sale of shares of our Common Stock. See “Plan of Distribution” beginning on page 92of this prospectus. Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ENVB”. On February 4, 2026, the lastreported sale price of our Common Stock on Nasdaq was $2.84 per share. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our business and investing in our securities involve a high degree of risk. See “Risk Factors” beginning on page 12 of thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated February 18, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2MARKET AND INDUSTRY DATA AND FORECASTS6PROSPECTUS SUMMARY7THE OFFERING9RISK FACTOR SUMMARY10RISK FACTORS12USE OF PROCEEDS45MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION46BUSINESS47MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS62CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS67MANAGEMENT68EXECUTIVE & DIRECTOR COMPENSATION73DESCRIPTION OF SECURITIES TO BE REGISTERED78SECURITIES ACT RESTRICTIONS ON RESALE OF ENVERIC BIOSCIENCES’ SECURITIES87SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT88SELLING STOCKHOLDERS89PLAN OF DISTRIBUTION92LEGAL MATTERS93EXPERTS93WHERE YOU CAN FIND MORE INFORMATION93INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with informationother than the information that we have provided or incorporated by reference in this prospectus and your reliance on any unauthorizedinformation or representation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securitiesare permitted. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus, and thatany information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of thetime of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects mayhave changed since those dates. This prospectus contains market data and industry statistics and foreca