SEC Form 4 · accession 0000921895-16-004598

Enveric Biosciences, Inc. · ENVB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Mr. Eberwein is a director of the Issuer and each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• F2On May 13, 2016, Lone Star Value Investors completed an early partial exercise of the existing warrant issued to it by the Issuer on May 26, 2015 (the "Original Warrant") for 1,111,111 shares of the Issuer's common stock at a price of $1.80 per share, for total consideration to the Issuer of $2,000,000, and Lone Star Value Investors was issued a replacement warrant for the remaining 1,166,666 shares under the Original Warrant on the same terms as the Original Warrant.
• F3Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
• F4The purchase of the shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by Lone Star Value Management on behalf of Lone Star Value Investors and a certain managed account on March 17, 2016.
• F5The small acquisition on May 9, 2016 was exempted from contemporaneous filing of a separate Form 4 pursuant to Rule 16a-6.
• F6Shares held in an account separately managed by Lone Star Value Management (the "Separately Managed Account I"). Lone Star Value Management, as the investment manager of the Separately Managed Account I, may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account I; and Jeffrey Eberwein, as the sole member of Lone Star Value Management may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account I for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
• F7On May 13, 2013, Lone Star Value Investors and the Issuer amended the 5% Convertible Note held by Lone Star Value Investors that was issued by the Issuer on May 26, 2015 (the "Note") to extend the maturity of the Note for two years in exchange for the grant to the holder of certain Board of Directors rights and the issuance of a new five-year warrant (the "New Warrant") for the purchase of 1,000,000 shares of the Issuer's common stock at a price of $6.00 per share, on substantively the same terms as the Original Warrant. No other terms of the Note were amended.