Blog: ENVERIC BIOSCIENCES, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 7.01 Regulation FD Disclosure.

An investor presentation containing information relating to the proposed
transaction between Enveric Biosciences, Inc. (the “Company”) and MagicMed
Industries Inc. (“MagicMed”) is attached hereto as Exhibit 99.1 to this Current
Report and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the Registrant under the Securities Act of 1933 or
the Exchange Act, regardless of any general incorporation language in such
filings.



          Important Additional Information Will be Filed with the SEC


This communication may be deemed to be solicitation material in respect of the
proposed transaction between the Company and MagicMed. In connection with the
proposed transaction, the Company intends to file relevant materials with the
Securities and Exchange Commission (the “SEC”), including a registration
statement that will contain a proxy statement and prospectus. THE COMPANY URGES
INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of the proxy
statement, prospectus and other documents filed by the Company with the SEC
(when they become available) through the website maintained by the SEC at
http://www.sec.gov. In addition, investors and shareholders will be able to obtain free
copies of the proxy statement, prospectus and other documents filed by the
Company with the SEC by contacting Investor Relations by mail at Enveric
Biosciences, Inc., Attn: Investor Relations, 4851 Tamiami Trail N, Suite 200,
Naples, FL 34103. Stockholders are urged to read the proxy statement, prospectus
and the other relevant materials when they become available before making any
voting or investment decision with respect to the proposed transaction.



                        Participants in the Solicitation


The Company and MagicMed, and each of their respective directors and executive
officers and certain of their other members of management and employees, may be
deemed to be participants in the solicitation of proxies in connection with the
proposed transaction. Additional information regarding these persons and their
interests in the proposed transaction will be included in the proxy statement
and prospectus relating to the proposed transaction when it is filed with the
SEC. These documents can be obtained free of charge from the sources indicated
above.



                                   Disclaimer


This report and the exhibits hereto do not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.










           Cautionary Statement Regarding Forward-Looking Statements


This report, including the exhibits attached hereto, contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You
can generally identify forward-looking statements by the use of forward-looking
terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or
other variations thereon or comparable terminology. These forward-looking
statements are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond the Company’s and MagicMed’s control.
Statements in this report regarding the Company, MagicMed and the combined
company that are forward-looking, including projections as to the anticipated
benefits of the proposed transaction, the impact of the proposed transaction on
the Company’s and MagicMed’s business and future financial and operating
results, the amount and timing of synergies from the proposed transaction,
expectations regarding capital structure following the closing of the proposed
transaction, the combined company’s pipeline, intellectual property protection
and R&D spend, and the closing date for the proposed transaction, are based on
management’s estimates, assumptions and projections, and are subject to
significant uncertainties and other factors, many of which are beyond the
Company’s and MagicMed’s control. These factors include, among other things, the
combined company’s ability to execute successfully its strategic plans,
including its business development strategy, the expiration of patents or data
protection on certain products, including assumptions about the combined
company’s ability to retain patent exclusivity of certain products, the impact
and result of governmental investigations, the combined company’s ability to
obtain necessary regulatory approvals or obtaining these without delay, the risk
that the combined company’s products prove to be commercially successful or that
contractual milestones will be achieved. Similarly, there are uncertainties
relating to a number of other important factors, including: results of clinical
trials and preclinical studies, including subsequent analysis of existing data
and new data received from ongoing and future studies; the content and timing of
decisions made by the U.S. FDA and other regulatory authorities, investigational
review boards at clinical trial sites and publication review bodies; the ability
to enroll patients in planned clinical trials; unplanned cash requirements and
expenditures; the amount of funds the combined company requires for its product
candidates; competitive factors; the ability to obtain, maintain and enforce
patent and other intellectual property protection for any product candidates;
the ability to maintain key collaborations; the impact of the ongoing COVID-19
pandemic on the combined company’s results of operations and business plan and
the global economy; and general economic and market conditions. Additional
information concerning these risks, uncertainties and assumptions can be found
in the Company’s filings with the SEC, including the risk factors discussed in
the Company’s most recent Annual Report on Form 10-K, as updated by its
Quarterly Reports on Form 10-Q and future filings with the SEC.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.     Description
99.1        Investor Presentation, dated June 8, 2021  .

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