Peter J. Facchini - Sep 16, 2021 Form 4 Insider Report for Enveric Biosciences, Inc. (ENVB)

Role
Chief Scientific Officer
Signature
/s/ Facchini Peter J.
Stock symbol
ENVB
Transactions as of
Sep 16, 2021
Transactions value $
$0
Form type
4
Date filed
10/15/2021, 07:12 PM
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 +85.1K 85.1K Sep 16, 2021 Direct F1, F2
transaction ENVB Common Stock Award +532K 532K Sep 16, 2021 See footnote F1, F3, F4

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 Stock Options Award +99.7K 99.7K Sep 16, 2021 Common Stock 99.7K $1.88 Direct F5, F6
transaction ENVB Common Warrants Award +79.7K 79.7K Sep 16, 2021 Common Stock 79.7K $0.94 Direct F7, F8
transaction ENVB Common Warrants Award +532K 532K Sep 16, 2021 Common Stock 532K $0.94 See footnote F4, F7, F9
transaction ENVB Common Warrants Award +2.66K 2.66K Sep 16, 2021 Common Stock 2.66K $2.82 Direct F7, F10
* 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 0.2658 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder.
F2 Received in exchange for 320,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.
F3 Received in exchange for 2,000,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.
F4 Held indirectly through the Facchini 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Facchini and his family.
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.
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.
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.
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.
F10 The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 10,000 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.