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Jillian Marie Hagel

Filed: 18 Oct 21, 8:03am
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hagel Jillian Marie

(Last) (First) (Middle)
C/O ENVERIC BIOSCIENCES, INC.,
4851 TAMIAMI TRAIL N, SUITE 200

(Street)
NAPLES, FL 34103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Enveric Biosciences, Inc. [ ENVB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/16/2021 A 82,398 A (1)(2) 82,398 D
Common Stock 09/16/2021 A 531,602 A (1)(3) 531,602 I See footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $1.88 09/16/2021 A 99,675 09/16/2021 04/05/2026 Common Stock 99,675 (5)(6) 99,675 D
Common Warrants $0.94 09/16/2021 A 79,740 09/16/2021 05/26/2025 Common Stock 79,740 (7)(8) 79,740 D
Common Warrants $0.94 09/16/2021 A 531,602 09/16/2021 05/26/2025 Common Stock 531,602 (7)(9) 531,602 I See footnote(4)
Common Warrants $2.82 09/16/2021 A 1,329 09/16/2021 09/16/2023 Common Stock 1,329 (7)(10) 1,329 D
Explanation of Responses:
1. 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.
2. Received in exchange for 310,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.
3. Received in exchange for 2,000,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.
4. Held indirectly through the Hagel 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Hagel and her family.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 5,000 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.
/s/ Hagel Jillian Marie 10/18/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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