Form 4 for ENVB Enveric Biosciences, Inc.
Accepted 2021-10-18 00:00:00 ET · period of report 2021-09-16 · accession 0001493152-21-025638 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-10-18 | 2021-09-16 | ENVB | Hagel Jillian Marie | CTO | A - Grant | — | +82.4K | 82.4K | New | — |
| DI | 2021-10-18 | 2021-09-16 | ENVB | Hagel Jillian Marie | CTO | A - Grant | — | +531.6K | 531.6K | New | — |
| DM | 2021-10-18 | 2021-09-16 | ENVB | Hagel Jillian Marie | CTO | A - Grant | — | +180.7K | 79.7K | New | — |
| DI | 2021-10-18 | 2021-09-16 | ENVB | Hagel Jillian Marie | CTO | A - Grant | — | +531.6K | 531.6K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-09-16 | A | A | 82,398 | — | 82,398 | D See footnote | — | — | (F1) Pursuant to an Amalgamation Agreement, dated May 24, 2021 (the "Amalgamation Agreement"), by and among Enveric Biosciences, Inc. (the "Company"), 1306432 B.C. Unlimited Liability Company (formerly known as 1306432 B.C. Ltd.), ("HoldCo"), 1306436 B.C. Ltd., ("Purchaser"), and MagicMed Industries Inc. ("MagicMed"), upon the completion of the Amalgamation, the shareholders of MagicMed received shares of common stock of the Company equal to the product of 0.2658 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder. (F2) Received in exchange for 310,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement. (F4) Held indirectly through the Hagel 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Hagel and her family. |
| 2 | Common | Common Stock | 2021-09-16 | A | A | 531,602 | — | 531,602 | I | — | — | (F1) Pursuant to an Amalgamation Agreement, dated May 24, 2021 (the "Amalgamation Agreement"), by and among Enveric Biosciences, Inc. (the "Company"), 1306432 B.C. Unlimited Liability Company (formerly known as 1306432 B.C. Ltd.), ("HoldCo"), 1306436 B.C. Ltd., ("Purchaser"), and MagicMed Industries Inc. ("MagicMed"), upon the completion of the Amalgamation, the shareholders of MagicMed received shares of common stock of the Company equal to the product of 0.2658 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder. (F3) Received in exchange for 2,000,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement. |
| 3 | Derivative | Stock Options | 2021-09-16 | A | A | 99,675 | — | 99,675 | D See footnote | $1.88 · 2021-09-16 to 2026-04-05 | 99,675 Common Stock | (F6) Received in exchange for options to acquire 375,000 shares of common stock of MagicMed with an exercise price of $0.50 per share in connection with the Amalgamation. (F5) Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each outstanding MagicMed stock option was converted into an option to purchase the number of Company shares equal to the Exchange Ratio multiplied by the number of MagicMed shares subject to such MagicMed stock option. (F4) Held indirectly through the Hagel 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Hagel and her family. |
| 4 | Derivative | Common Warrants | 2021-09-16 | A | A | 1,329 | — | 1,329 | D | $2.82 · 2021-09-16 to 2023-09-16 | 1,329 Common Stock | (F7) Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each holder of an outstanding MagicMed warrant is entitled to receive upon exercise of such MagicMed warrant that number of Company shares which the holder would have been entitled to receive as a result of the Amalgamation if, immediately prior to the Amalgamation, such holder had exercised the MagicMed warrants. (F10) The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 5,000 shares of common stock of MagicMed with an exercise price of $0.75 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants. |
| 5 | Derivative | Common Warrants | 2021-09-16 | A | A | 531,602 | — | 531,602 | I | $0.94 · 2021-09-16 to 2025-05-26 | 531,602 Common Stock | (F7) Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each holder of an outstanding MagicMed warrant is entitled to receive upon exercise of such MagicMed warrant that number of Company shares which the holder would have been entitled to receive as a result of the Amalgamation if, immediately prior to the Amalgamation, such holder had exercised the MagicMed warrants. (F9) The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 2,000,000 shares of common stock of MagicMed with an exercise price of $0.25 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants. |
| 6 | Derivative | Common Warrants | 2021-09-16 | A | A | 79,740 | — | 79,740 | D | $0.94 · 2021-09-16 to 2025-05-26 | 79,740 Common Stock | (F7) Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each holder of an outstanding MagicMed warrant is entitled to receive upon exercise of such MagicMed warrant that number of Company shares which the holder would have been entitled to receive as a result of the Amalgamation if, immediately prior to the Amalgamation, such holder had exercised the MagicMed warrants. (F8) The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 300,000 shares of common stock of MagicMed with an exercise price of $0.25 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants. |