Enveric Biosciences, Inc.

Item 1A. Risk factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Companys Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 27, 2026, as well as the risks and uncertainties described in the Companys subsequently filed Quarterly Reports on Form 10-Q and other filings with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in the Companys Annual Report.

Trading in our Common Stock may be subject to temporary tradiOur ability to maintain compliance with Nasdaq listing halts due to volatility rules, which could standards may be adversely affect stockholders ability to buy or sell their shares.

Our Common Stock is listed on The Nasdaq Capital Market (Nasdaq). Nasdaq, as well as oed by Nasdaqs recently approved Market Value of Listed Securities requirement, and any failure to satisfy applicable listing standards could result in ther U.S. securities exchanges, is subject to rules promulgated by  delisting of our Common Stock.

In July 2026, the U.S. Securities and ExSEC approved a Nasdaq rule change Commission designestablishing a new continued tolisting reduce extraordinaryquirement based on a companys market volatility, including the Limit Up-Limit Down (LULD) rulesalue of listed securities (MVLS). Under the LULD rules, trading in a new requirement, companies listed security may be subject to a temporary pause or halt whenon the Nasdaq Capital Market generally must maintain an MVLS of at least $5 million. Although the priceimplementation of that security moves outside of a specified price band within a is requirement is currently stayed, and our MVLS was above the $5 million threshort periodld as of the date of time.

Our Common Stockhis Quarterly Report, our MVLS has in the past experienced,recently been near that threshold and may in the future experience, significant price volthere can be no assurance that we will continue to satisfy the requirement if and when it becomes operatility and elevve. MVLS is calculated tradiby multiplying volumes. As a result, trading inthe market price of our Common Stock has been, and may in by the future be, temporarily halnumber of our outstanding listed pursuant to tshares. The LULD rules or other exchange or regulatory trading halt mechanisms. During any such tramarket price of our Common Stock may fluctuate significantly as a result of factors that are beyond our control, including haltmarket conditions, investors will be unable to buy or sell shares of sentiment, developments relating to our Common Stock, which could prevent investorsbusiness, clinical, regulatory or financing activities, dilution resulting from executing tradfuture issuances at desired pricesof securities, and times. Trading halts may alsobroader economic and geopolitical contribute to uncertainty in the market for ditions.

If the new MVLS requirement becomes operative and our CommMVLS falls below $5 million Stock and increase price volatility uponremains below that threshold for the resumption of trading.

We have no control ovapplicable measurement period, Nasdaq could issue a Staff Delisting Determination. Under whether Nasdaq or other approved rule, a hearing regulatory bodies impose quest generally would not stay the suspension of trading halts onof our Common Stock. The occurrence ofAs a result, our Common Stock could be suspended from trading halts, whether due toon Nasdaq and trade, if at all, on the LULD rules or otherwise, could adversely affect tover-the-counter market while any appeal is pending. Although we may have the ability to appeal a Staff Delisting Determination, the liquidiauthority and market price of our Common Stock and could harm ourof the Nasdaq Hearings Panel to grant relief is limited and may require us to demonstrate compliance with Nasdaqs initial listing standards, which are more stockholders ability to manage their investment in our securitiesringent than Nasdaqs continued listing standards and which we may be unable to satisfy.