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 |
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 |
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. |
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.