SEC Form DEFA14A filed by Enveric Biosciences Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ENVERIC BIOSCIENCES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 30, 2026

Dear Enveric Biosciences, Inc. Stockholder,

We are writing to inform you of an important update regarding our 2026 Annual Meeting of Stockholders. After the distribution of our definitive proxy statement, dated April 14, 2026, we identified a typographical error.

To ensure you have the most accurate and complete information, we have filed additional definitive proxy materials with the Securities and Exchange Commission and are providing you with a corrected version of the relevant sections. These updates do not change the meeting date, time, or location:

Meeting Details:

We encourage you to review the enclosed materials carefully before voting. If you have already voted, you may change your vote by following the instructions in the proxy materials.

Your participation is important to us, and we appreciate your attention to this matter. If you have any questions, please contact our proxy solicitor, Kingsdale Advisors, by telephone at 1-866-581-1570 (stockholders) and 646-741-3433 (brokers, banks and other nominees), or by email at contactus@kingsdaleadvisors.com.

Thank you for your continued support of Enveric Biosciences, Inc.

Sincerely,

Joseph Tucker, Ph.D.

Chief Executive Officer and Director

ENVERIC BIOSCIENCES, INC.

245 First Street, Riverview II, 18th Floor

Cambridge, MA 02142

SUPPLEMENT TO PROXY STATEMENT FOR

THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 28, 2026

Explanatory Note

On April 14, 2026, Enveric Biosciences, Inc., a Delaware corporation (“we,” “us,” “our,” “Enveric,” or the “Company”), filed a definitive proxy statement (“Proxy Statement”) for its 2026 Annual Meeting of Stockholders (“Annual Meeting”), to be held at 10:00 a.m. Eastern Time on May 28, 2026. This supplement (“Supplement”) to the Proxy Statement supplements the Proxy Statement as filed and should be read in conjunction with the Proxy Statement and any other additional proxy materials we have filed.

The purpose of this Supplement is to correct typographical errors with respect to the maximum ratio of the proposed reverse stock split range in Proposal 3. Proposal 3 in the Proxy Statement requests stockholder approval to extend the approval of the Board of Directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-5 to 1-for-15 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement. In two locations within the Proxy Statement, and specifically on the proxy card (“Proxy Card”) and in the notice of Internet availability (“Notice”) that were mailed to stockholders, the maximum ratio of the proposed reverse stock split range was incorrectly stated at 1-for-50. The correct maximum ratio intended by the Board, and which was accurately stated in the text of Proposal 3 within the Proxy Statement itself, starting on page 34, is 1-for-15.

THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

EXCEPT AS SPECIFICALLY SUPPLEMENTED BY THE INFORMATION CONTAINED HEREIN, THIS SUPPLEMENT DOES NOT MODIFY ANY OTHER INFORMATION SET FORTH IN THE PROXY STATEMENT.

This Supplement supplements and updates the disclosures in the Proxy Statement as follows: