Joseph Edward Tucker - Sep 16, 2021 Form 4/A - Amendment Insider Report for Enveric Biosciences, Inc. (ENVB)

Signature
/s/ Tucker Joseph Edward
Stock symbol
ENVB
Transactions as of
Sep 16, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
10/12/2021, 06:15 PM
Date Of Original Report
Sep 27, 2021
Next filing
Jan 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ENVB Common Stock Award +691K 691K Sep 16, 2021 See footnote F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ENVB Common Warrants Award +133K 133K Sep 16, 2021 Common Stock 133K $0.94 Direct F4, F5
transaction ENVB Common Warrants Award +532K 532K Sep 16, 2021 Common Stock 532K $0.94 See footenote F3, F4, F6
transaction ENVB Common Warrants Award +13.3K 13.3K Sep 16, 2021 Common Stock 13.3K $2.82 See footenote F3, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 0.265801 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder.
F2 Received in exchange for 2,600,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.
F3 Held indirectly through the Tucker 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Tucker and his family.
F4 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.
F5 The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 500,000 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.
F6 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.
F7 The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 50,000 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.

Remarks:

On September 27, 2021, the Reporting Person filed a Form 4 that incorrectly stated that the Tucker 2020 Family Trust is controlled by Dr. Tucker. In fact, the trust benefits (but is not controlled by) Dr. Tucker. The original Form 4 also incorrectly stated that all of the common warrants with an exercise price of $0.25 per share held by the reporting person were held indirectly. In fact, a portion of these warrants are held directly by the reporting person as disclosed in Table II of this amendment.