Enveric Biosciences Inc 2025年度报告

FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the annual period ended: December 31, 2025OR☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from ___ to ___Commission File Number 001-38286 ENVERIC BIOSCIENCES, INC.(Exact name of registrant as specified in its charter) Delaware95-4484725(State or other jurisdiction ofincorporation or organization)(IRS EmployerIdentification No.) (617) 444-8400(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s) Name of each exchange on which registeredThe Nasdaq Stock Market LLC ENVB Common Stock, $0.01 par value per share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation of its management’s assessment of theeffectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the registrant’s common stock held by non-affiliates of the registrant, based on a closing price of $14.52 per share, wasapproximately $3.6 million. As of March 24, 2026, there were 1,887,535 shares outstanding of the registrant’s common stock (par value $0.01 per share). DOCUMENTS INCORPORATED BY REFERENCE This Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (this “Annual Report”) incorporates portions of theCompany’s proxy statement for its Annual Meeting of Stockholders by reference into Part III. The registrant will file its proxystatement with the Securities and Exchange Commission (the “SEC”) within 120 days after the end of the fiscal year covered by thisAnnual Report. Additionally, portions of Part II of this Annual Report are incorporated by reference from the F-pages attached hereto. ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES FORM 10-K TABLE OF CONTENTS PagePART IItem 1.Business4Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments54Item 1C.Cybersecurity54Item 2.Properties54Item 3.Legal Proceedings54Item 4.Mine Safety Disclosures54PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55Item 6.[Reserved]55Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations56Item 7A.Quantitative and Qualitative Disclosure About Market Risk63Item 8.Financial Statements an