SEC Form 4 · accession 0000921895-17-000591
Enveric Biosciences, Inc. · ENVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dhruwa N Rai
Director
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 4:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000890821
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 500,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Convertible Note due March 2020F1,F2 | — | Mar 2, 2017 | P | — | A | Mar 2, 2017 | Mar 2, 2020 | Common Stock | — | — | D |
Explanation of responses
- F1The Convertible Note bears interest at a rate of 8% per annum, with interest being paid annually on the first, second and third anniversaries of the issuance of the Convertible Note, beginning on March 2, 2018, and any unpaid principal and interest due on March 2, 2020. The unpaid amount of principal of the Convertible Note is convertible into shares of the Issuer's common stock at a conversion price of (i) in the event that any registration statement for the public offering of common stock filed by the Issuer with the U.S. Securities and Exchange Commission ("SEC") in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to 68% of the price per share of common stock offered and sold pursuant to such registration statement, or (continued)
- F2(Footnote 1 Continuation) (ii) if no such registration statement is declared effective by December 31, 2017, such price per share that is equal to the weighted average closing price per share of the Issuer's common stock for the 20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances. From and after an event of default and for so long as the event of default is continuing, the Convertible Note will bear default interest at the rate of 10% per annum.