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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 For
the annual period ended: December 31, 2024

 OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the transition period from ___ to ___

 Commission
File Number 001-38286

BIOSCIENCES, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 95-4484725

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (IRS
 Employer

 Identification
 No.)

 4851
 Tamiami Trail N, Suite 200

 Naples,
 FL

 34103

 (Address
 of principal executive offices)

 (Zip
 code)

 (239) 302-1707

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title of Each Class

 Trading Symbol(s)

 Name of each exchange on which
 registered

 Common Stock, $0.01 par value per share

 ENVB

 The Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation of its management's assessment of the effectiveness
of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As
of June 30, 2024, the last day of the registrant's most recently completed second fiscal quarter; the aggregate market value of
the registrant's common stock held by non-affiliates of the registrant, based on a closing price of $9.39 per share, was approximately
$ 4.9 million.

 As
of March 27, 2025, there were 2,471,656 shares outstanding of Registrant's Common Stock (par value $ 0.01 per share).

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the Company's proxy statement for the Annual Meeting of Stockholders to be held May 29, 2025 are incorporated by reference into Part III of this report. Such proxy statement will
be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31,
2024. Additionally, portions of the Annual Report are incorporated by reference in this Form 10-K
in response to Items within Part II.

 FORM

 TABLE
OF CONTENTS

 Page

 PART I - FINANCIAL INFORMATION

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 PART II - OTHER INFORMATION

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosure About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10–K Summary

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS;

 RISK
FACTOR SUMMARY

 This
Annual Report on Form 10-K, including the documents that we incorporate by reference herein, contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical
facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as "anticipate,"
"believe," "contemplate," "continue," "could," "estimate," "expect,"
"intend," "may," "plan," "potential," "predict," "project," "seek,"
"should," "target," "will," "would," and similar expressions, or the negative of these
terms, or similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual
results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference
to the factors discussed throughout this Annual Report on Form 10-K, and in particular those factors referenced in the section entitled
"Risk Factors."

 These
forward-looking statements are based on our management's belief and assumptions and on information currently available to our management.
These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Numerous factors
could cause our actual results to differ materially from those described in forward-looking statements.

 A
summary of the principal risk factors that make investing in our securities risky and might cause our actual results to differ materially
from those projected in these forward-looking statements is set forth below. If any of the following risks occur, our business, financial
condition, results of operations, cash flows, cash available for distribution, ability to service our debt obligations and prospects
could be materially and adversely affected:

 our
 dependence on the success of our prospective product candidates, which are in early stages of development and may not reach a particular
 stage in development, receive regulatory approval or be successfully commercialized;

 potential
 difficulties that may delay, suspend, or scale back our efforts to advance additional early research programs through preclinical
 development and investigational new drug ("IND") application filings and into clinical development;

 the
 risk that the cost savings, synergies and growth from our combination with MagicMed Industries Inc. and the successful use of the
 rights and technologies acquired in the combination may not be fully realized or may take longer to realize than expected;

 the
 limited study on the effects of psychedelics, and the chance that future clinical research studies may lead to conclusions that dispute
 or conflict with our understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing, and social acceptance
 of psychedelics;

 the
 expensive, time-consuming, and uncertain nature of clinical trials, which are susceptible to change, delays, termination, and differing
 interpretations;

 the
 ability to establish that potential products are efficacious or safe in preclinical or clinical trials;

 the
 fact that our current and future preclinical and clinical studies may be conducted outside the United States, and the United States
 Food and Drug Administration may not accept data from such studies to support any new drug applications we may submit after completing
 the applicable developmental and regulatory prerequisites;

 our
 ability to effectively and efficiently build, maintain and legally protect our molecular derivatives library so that it can be an
 essential building block from which those in the biotech industry can develop new patented products;

 our
 ability to establish or maintain collaborations on the development of therapeutic candidates;

 our
 ability to obtain appropriate or necessary governmental approvals to market potential products;

 our
 ability to manufacture product candidates on a commercial scale or in collaborations with third parties;

 our
 significant and increasing liquidity needs and potential requirements for additional funding;

 our
 ability to obtain future funding for developing products and working capital and to obtain such funding on commercially reasonable
 terms;

 our
 ability to continue as a going concern;

 legislative
 changes related to and affecting the healthcare system, including, without limitation, changes and proposed changes to the Patient
 Protection and Affordable Care Act ("PPACA");

 the
 intense competition we face, often from companies with greater resources and experience than us;

 our
 ability to retain key executives and scientists;

 the
 ability to secure and enforce legal rights related to our products, including intellectual property rights and patent protection;

 political,
 economic, and military instability in Israel which may impede our development programs; and

 other
 factors described in the "Risk Factors" section of this Annual Report on Form 10-K.

 We
have included important factors in the cautionary statements included in this Annual Report on Form 10-K and the documents we incorporate
by reference herein and, particularly in the "Risk Factors" sections of these documents, that we believe could cause actual
results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect
the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. No forward-looking
statement is a guarantee of future performance.

 You
should read this Annual Report on Form 10-K and the documents that we incorporate by reference herein completely and with the understanding
that our actual future results may be materially different from what we expect. The forward-looking statements in this Annual Report
on Form 10-K and the documents we incorporate by reference herein represent our views as of the date of this Annual Report on Form 10-K.
We anticipate that subsequent events and developments will cause our views to change. However, we undertake no obligation to publicly
update or revise any forward-looking statements, whether from new information, future events or otherwise, except as required by law.
You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of
this Annual Report on Form 10-K.

 PART
I

 Unless
the context indicates otherwise, references in this Annual Report on Form 10-K to the "Company," "Enveric," "we,"
"us," "our" and similar terms refer to Enveric Biosciences, Inc. and its subsidiaries.

 Item
1. Business

 Background

 We
were incorporated under the laws of the State of Delaware in February 1994 as Spatializer Audio Laboratories, Inc., which was a shell
company immediately prior to the completion of a "reverse merger" transaction on May 26, 2015, whereby Ameri100 Acquisition,
Inc., a Delaware corporation and newly created, wholly owned subsidiary, was merged with and into Ameri and Partners Inc., a Delaware
corporation (the "2015 Merger"). In connection with the 2015 Merger, we changed our name to "AMERI Holdings, Inc."

 The
Ameri business ceased to be part of the Company on December 30, 2020, pursuant to a spin-off transaction. On December 30, 2020, we completed
a tender offer to purchase all of the outstanding common shares of Jay Pharma Inc., a Canada corporation, for shares of Company common
stock or certain preferred stock, and changed our name to "Enveric Biosciences, Inc."

 On
May 24, 2021, the Company entered into an Amalgamation Agreement (the "Amalgamation Agreement") with 1306432 B.C. Ltd., a
corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Company ("HoldCo"),
1306436 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of HoldCo
("Purchaser"), and MagicMed Industries Inc., a corporation existing under the laws of the Province of British Columbia ("MagicMed"),
pursuant to which, among other things, the Company, indirectly through Purchaser, acquired all of the outstanding securities of MagicMed
in exchange for securities of the Company by way of an amalgamation under the British Columbia Business Corporations Act, upon the terms
and conditions set forth in the Amalgamation Agreement, such that, upon completion of the amalgamation, the amalgamated corporation ("Amalco")
became an indirect wholly-owned subsidiary of the Company. The amalgamation was completed on September 16, 2021.

 On
March 21, 2023, the Company established Enveric Therapeutics Pty. Ltd., an Australia-based subsidiary ("Enveric Therapeutics"),
to support the Company's plans to advance the EVM201 Series, comprised of the next generation synthetic prodrugs of the active
metabolite, psilocin, towards the clinic. Enveric Therapeutics was established to oversee the Company's intended preclinical, clinical,
and regulatory activities in Australia, including interactions with the local Human Research Ethics Committees ("HREC") and
the Therapeutic Goods Administration, Australia's regulatory authority. Enveric has since out-licensed the EVM201 Series asset
to MycoMedica Life Sciences, Inc. and is not currently performing activities in Australia.

 Available
Information

 We
are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the Securities and Exchange Commission (the
"SEC") on a regular basis, and are required to disclose certain material events in Current Reports on Form 8-K. The SEC maintains
an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically
with the SEC. The SEC's Internet website is located at  We also make available, free of charge, our Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports on our website at
as soon as reasonably practicable after those reports and other information is electronically filed with, or furnished to, the SEC.

 Our
internet address is  and the information included in, or linked to our website is not part of this Annual Report
on Form 10-K. We have included our website address in this Annual Report on Form 10-K solely as a textual reference.

 Business
Overview

 We
are a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of depression,
anxiety, addiction, and other psychiatric disorders. Leveraging our unique discovery and development platform, the Psybrary, which
houses proprietary information on the use and development of existing and novel molecules for specific mental health indications, Enveric
seeks to develop a robust intellectual property portfolio of novel drug candidates.

 Enveric's
lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment
of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations
in the patient. Enveric unveiled its EVM401 Series on February 25, 2025, which is intended to broaden Enveric's pipeline with additional
non-hallucinogenic molecules and strengthen its ability to target addiction and neuropsychiatric disorders for patients with limited
options. Previously, Enveric was developing the EVM201 Series, and its lead drug candidate EB-002 (formerly EB-373), for the treatment
of neuropsychiatric disorders. The EVM201 Series comprised next generation synthetic prodrugs of the active metabolite, psilocin. Recently,
Enveric out-licensed the EVM201 Series program to MycoMedica Life Sciences, who will seek to develop, manufacture, and commercialize
EB-002, in exchange for certain development and milestone payments to Enveric.

 Neuroplastogens

 Following
our amalgamation with MagicMed in September 2021, we have continued to pursue the development of MagicMed's proprietary library,
the Psybrary, which we believe will help us to identify and develop the right drug candidates needed to address mental health
challenges, including depression, anxiety, and addiction disorders. We synthesize novel phenylalkylamines and indolethylamines, using
a mixture of chemistry and synthetic biology, resulting in the expansion of the Psybrary, which currently includes 20 patent families
with claims covering a million potential molecular structures, over one thousand of which we have so far synthesized in sufficient quantities
to identify and hundreds of which we have screened for receptor binding and other relevant activities.

 The
Company developed certain intellectual property rights around the trademark PsyAI for potential use. On March 6, 2025, Enveric
announced it is soliciting Requests-For Proposals ("RFPs") for the license or sale of its PsyAI trademark portfolio
as a means of maximizing value for an asset which is no longer strategic given the Company's focus on drug development. This limited
portfolio of US and Canadian trademark assets is held by its subsidiary, Enveric Biosciences Canada, Inc. Enveric expects the period
for RFPs to remain open until August 31, 2025, with a decision to follow within three (3) months thereafter.

 At
this stage, we have entered into several non-binding term sheets with strategic partners to out-license certain molecules from the Psybrary.
Going forward, in order to build a pipeline of product candidates, we intend to both continue to internally develop new drug candidates
with associated intellectual property and to acquire, through in-licensing, additional intellectual property from pharmaceutical and
biotechnology companies and research institutions. The in-licensed assets could include both research stage and clinical stage drug candidates.

 While
we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series. The
development status of EB-003 is shown in the table below:

 Product Candidates

 Targeted Indications

 Status

 Expected Next Steps

 EB-003

 Mental health indication

 Preclinical Development

 IND Filing

 Psychedelic-inspired drug candidate

 Intellectual
Property

 We
are a party to certain license agreements as described below, to build a pipeline of product candidates going forward, we intend to both
continue to internally develop new drug candidates with associated intellectual property and to acquire, through in-licensing, additional
intellectual property from pharmaceutical and biotechnology companies and research institutions. The in-licensed assets could include
both research stage and clinical stage drug candidates.

 The
current focus of Enveric's intellectual property is in neuroplastogens, including multiple portfolios of psychedelic-inspired compounds
and formulations and methods of making, using, and treating mental and neurological disorders. In addition, Enveric has intellectual
property related to computer assisted methods of discovering promising novel psychedelic-inspired compounds.

 Psychedelic-Inspired
Compounds

 We
own rights to 20 active patent families related to compounds that are phenylalkylamine and indolethylamine derivatives. The 20 patent
families are represented by a total of 17 issued United States patents and 47 pending United States and non-United States patent applications
for treatment of mental disorders, such as depression, anxiety, addiction, and other neuropsychiatric conditions.

 The
patent portfolio includes the following published and unpublished applications:

 Glycosylated
 Psilocybin Derivatives and Methods of Using (WO 2022/040802)

 Halogenated Psilocybin
 Derivatives and Methods of Using (WO2022/047579)

 Hydroxylated Psilocybin
 Derivatives and Methods of Using (WO2022/047580)

 Nitrated Psilocybin
 Derivatives and Methods of Using (WO 2022/047583)

 Aminated Psilocybin
 Derivatives and Methods of Using (WO2023/044556)

 Nitrilated Psilocybin
 Derivatives and Methods of Using (WO2022/104475)

 Carboxylated
 Psilocybin Derivatives and Methods of Using (WO2022/115944)

 Aldehyde and Ketone
 Derivatives of Psilocybin and Methods of Using (WO2022/115960)

 Prenylated Psilocybin
 Derivatives and Methods of Using (WO2022/155751)

 Multi-substituent Psilocybin
 Derivatives and Methods of Using (WO2022/170438)

 N-Heterocycle Substituted
 Tryptamine Derivatives and Methods of Using (Unpublished PCT/CA2024/050312)

 Tri-Halo-Alkoxy-Substituted
 Tryptamine Derivatives (Unpublished PCT/CA2024/050242)

 C-4 Substituted Tryptamine
 Derivatives and Methods of Using (WO2023/173227)

 C-4 Carboxylic Acid
 Substituted Tryptamine Derivatives and Methods of Using (WO2023/173196)

 C-4 Carbanothioate Substituted
 Tryptamine Derivatives and Methods of Using (WO2023/173197)

 Salts of C4-Carboxylic
 Acid and C4-Carbonothioate-substituted Tryptamine Derivatives and Methods of Using (WO 2023/173229)

 Fused Heterocyclic Mescaline
 Derivatives ( WO2024/026568A1)

 C1-Substituted Isopropylamine
 Fused Heterocyclic Mescaline Derivatives (WO2024/086933)

 Substituted N- Propylamine
 Fused Heterocyclic Mescaline Derivatives (WO2024/103185)

 Substituted Ethylamine
 Fused Heterocyclic Mescaline Derivatives (WO2024/124353)

 Cannabinoid
Conjugates and Formulations

 We
own rights held by our wholly-owned subsidiary Akos Biosciences, Inc. to 2 active patent families related to cannabinoids. One patent
family relates to cannabinoid cr me formulations for treatment of radiation dermatitis and is licensed to Aries Science &
Technology, LLC, and comprises 1 United States patent and 2 pending non-United States patents applications. The other patent family relates
to cannabinoid conjugates in combination with COX-2 inhibitors for treatment of pain and joint disease and is the subject of a pending
license term sheet with a third party and comprises 3 United States patents, and 3 pending United States and non-United States patent
applications.

 Compositions
 for topical treatment of radiation dermatitis (WO2023154264)

 Cannabinoid Conjugate
 Molecules (WO2023150057)

 Diverse
Biotech, Inc. In-License

 We
hold limited rights to patent applications owned by Diverse Biotech, Inc. for the use of cannabinoids in conjugate form with five existing,
standard-of-care drugs (celecoxib and four selected steroids) via Diverse Biotech's patent pending conjugate drug delivery platform.
Our rights extend to all fields of use. The intended target for development of such conjugates is alleviating pain, specifically the
pain of osteoarthritis, rheumatoid arthritis, and cancer, with the goal of achieving improved and novel therapeutic outcomes for patients.

 The
in-licensed Diverse Biotech, Inc. portfolio includes two patent families comprising 2 issued United States patents and 13 pending United
States and non-United States applications. Those patents and applications disclose conjugate chemistry that combines cannabinoids with
existing drugs in conjugate form that we believe will provide differentiation in use and efficacy from combination therapy of drugs and
cannabinoids. The license extends for as long as Enveric intends to develop and commercialize the licensed Agents and Products. The patent
applications, should they issue, may expire as late as 2040.

& Development

 In
view of the urgent need for new and more effective mental health treatments, we intend to combine innovative scientific discoveries and
bio-chemical synthesis, along with accelerated clinical development plans to create, develop and progress novel therapies using psychedelic-inspired
medications and similar compounds. Our current research and development efforts are focused on developing novel molecules structurally
related to certain naturally occurring psychedelics with improved pharmaceutical characteristics. Some of the naturally occurring psychedelic
molecules are currently being investigated by researchers around the world as potential treatments for a broad range of psychiatric and
neurologic disorders.

Studies

 We
are currently pursuing drug discovery and preclinical activities in order to advance a number of novel psychedelic-inspired molecules
towards the clinic. Enveric's lead development candidate is EB-003. EB-003 is a novel derivative of DMT. It is the lead drug candidate
from the EVM301 Series currently advancing through preclinical studies with the aim of initiating first-in-human studies to assess safety
and tolerability including non-hallucinogenic properties, followed by clinical trials targeting the treatment of depression or other
neuropsychiatric disorders.

 We
intend to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous
system indications to be responsible for the management, monitoring, and integrity of the clinical research.

 We
plan to submit filings including Clinical Trial Applications ("CTA"), Investigational New Drug ("IND") applications
and, eventually, new drug applications ("NDA") to seek approval with the US FDA and with responsible regulatory agencies
in other jurisdictions, in connection with our product candidates. The selection, timing, duration, and design of any prospective studies
are subject to regulatory filings, approval and finalization of commercial plans.

 Our
next step is to advance EB-003 into formal preclinical development studies in support of a future IND filing.

 Scientific
Advisory Board

 We
have established a scientific advisory board and plan to seek advice and input from these experienced clinical leaders on matters related
to our research and development programs. The members of our scientific advisory board consist of experts across a range of key disciplines
relevant to our programs. We intend to continue to leverage the broad expertise of our advisors by seeking their counsel on important
topics relating to our product development and clinical development programs.

 Our
scientific advisors are not our employees and do have commitments to, or consulting or advisory contracts with, other entities that may
limit their availability to us. In addition, our scientific advisors may have arrangements with other companies to assist those companies
in developing products or technologies that may compete with us. All of our scientific advisors are affiliated with other entities and
devote a limited portion of their time to us.

 Enveric's
current scientific advisors are set forth in the table below:

 Name

 Title

 Specialization

 Maurizio
 Fava, M.D.

 Executive
 Director of the Clinical Trials Network and Institute

 Stephen
 M. Stahl, M.D., Ph. D.

 of Psychopharmacology for the California Department of State Hospitals

 John
 Krystal, M.D.

 of Yale Center for Clinical Investigation

 Michael
 Liebowitz, M.D.

 Professor
 of Psychiatry; Director at Medical Research Network

 Maurizio
Fava, M.D. has served as a Scientific Advisor of Enveric since 2022. Dr. Maurizio Fava is Chair, Mass General Brigham Academic Centers
Psychiatry Department, Psychiatrist-in-Chief of the Massachusetts General Hospital (MGH), executive director of the Clinical Trials Network
and Institute, (MGH), associate dean for clinical and translational research, and the Slater Family Professor of Psychiatry at Harvard
Medical School. Dr. Fava is a world leader in the field of depression. He has edited eight books and authored or co-authored more than
900 original articles published in medical journals with international circulation, articles which have been cited more than 95,000 times
in the literature and with an H index greater than 150. Dr. Fava founded and was director of MGH's Depression Clinical and Research
Program from 1990 until 2014. Under Dr. Fava's direction, the Depression Clinical and Research Program became one of the most highly
regarded depression programs in the country, a model for academic programs that link, in a bi-directional fashion, clinical and research
work. In 2007, he also founded and is now the executive director of the MGH Psychiatry Clinical Trials Network and Institute, the first
academic CRO specialized in the coordination of multi-center clinical trials in psychiatry.

 Stephen
M. Stahl, M.D., Ph. D. has served as a Scientific Advisor of Enveric since 2022. Dr. Stephen Stahl has held faculty positions at Stanford
University, the University of California at Los Angeles, the Institute of Psychiatry London, the Institute of Neurology London, and,
currently, as Clinical Professor of Psychiatry and Neuroscience at the University of California Riverside, Adjunct Professor of Psychiatry
at the University of California San Diego and as Honorary Fellow in Psychiatry at the University of Cambridge. Dr. Stahl serves as editor-in-chief
of CNS Spectrums and is Senior Academic Advisor and Director of Psychopharmacology for the California Department of State Hospitals (DSH)
where he has a leadership role in addressing violence and decriminalization of the seriously mentally ill. Author of over 575 articles
and chapters with an H index of 69, and more than 2000 scientific presentations and abstracts, Dr. Stahl is an internationally renowned
clinician, researcher, and teacher in psychiatry with subspecialty expertise in psychopharmacology. Dr. Stahl has written over 50 textbooks
and edited 15 others, including the best-selling and award-winning textbook, Stahl's Essential Psychopharmacology, now in its fifth
edition, and the best-selling and award-winning clinical manual, Essential Psychopharmacology Prescriber's Guide, now in its seventh
edition.

 John
Krystal, M.D. has served as a Scientific Advisor of Enveric since 2022. Dr. John Krystal is the Robert L. McNeil, Jr., Professor
of Translational Research; Professor of Psychiatry, Neuroscience, and Psychology; Chair of the Department of Psychiatry at Yale University;
and Chief of Psychiatry and Behavioral Health at Yale-New Haven Hospital. He is a graduate of the University of Chicago, Yale School
of Medicine, and the Yale Psychiatry Residency Training Program. He has published extensively on the neurobiology and treatment of schizophrenia,
alcoholism, PTSD, and depression. Notably, his laboratory discovered the rapid antidepressant effects of ketamine in humans. Dr. Krystal
directs/co-directs the Yale Center for Clinical Investigation (CTSA), NIAAA Center for the Translational Neuroscience of Alcoholism,
and Clinical Neuroscience Division of the National Center for PTSD (VA). He is a member of the U.S. National Academy of Medicine; co-director
of the Neuroscience Forum of the U.S. National Academies of Sciences, Engineering, and Medicine; Fellow of the American Association for
the Advancement of Science (AAAS); and editor of Biological Psychiatry (IF=13.382). Previously, Dr. Krystal chaired the NIMH Board of
Scientific Counselors and has served as a member of the NIMH National Mental Health Advisory Council and the NIAAA National Alcohol Advisory
Council. He also previously served as the president of the American College of Neuropsychopharmacology (ACNP) and the International College
of Neuropsychopharmacology (CINP).

 Michael
Liebowitz, M.D. has served as a Scientific Advisor of Enveric since 2022. Dr. Michael Liebowitz is a Professor of Psychiatry at Columbia
University and New York State Psychiatric Institute (NYSPI) and is currently Director at Medical Research Network where he is engaged
in clinical trials for depression, anxiety, binge eating, ADHD, PTSD, and borderline personality disorders. Dr. Liebowitz completed his
fellowship in psychopharmacology at the Depression Evaluation Service at NYSPI, where he helped develop and validate the DSM criteria
for atypical depression. Dr. Liebowitz established the Anxiety Disorders Clinic at NYSPI, the first research clinic to specialize in
anxiety disorders in the United States. Over the next two decades, Dr. Liebowitz and colleagues helped refine treatments for panic disorder,
broadened the diagnostic criteria and established medication treatment for social anxiety disorder, and collaborated in clinical trials
comparing medications and behavioral treatments for several anxiety disorders. Dr. Liebowitz developed the Liebowitz Social Anxiety Scale
(LSAS) which has been the primary outcome measure for several registration programs in social anxiety disorder and is used worldwide
as a research and clinical measure.

 Academic
Partners

 We
have also established relationships with certain academic partners, who we believe have the potential to accelerate our product development,
market entry, data collection, analysis and advancement of clinical trials.

 Our
primary academic partner is the University of Calgary which brings excellence into advancing brain and mental health research and education.

 Competition

 The
biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition, and a strong emphasis
on proprietary products. While we believe that our scientific knowledge and technology and development experience provide us with competitive
advantages, we face potential competition from many different sources, including major pharmaceutical, specialty pharmaceutical and biotechnology
companies, academic institutions, governmental agencies, and public and private research institutions. Any product candidates that we
successfully develop and commercialize will compete with existing therapies and new therapies that may become available in the future.

 We
intend to focus on the development of novel and viable psychedelic-inspired drug candidates for mental illnesses and unmet medical needs,
and partner with pharmaceutical and other drug development and biotechnology companies in developing and commercializing psychedelic-inspired
medicines for diverse psychological and neuropsychiatric indications, which will be fundamentally composed of the psychedelic-inspired
drug candidates contained in the Psybrary. While we believe that our technology, knowledge and experience as well as the scientific
resources at our disposal provide us with significant competitive advantages, we face potential competition from many different sources.
Any product candidates we successfully identify will compete not only with existing therapies but also new therapies that may become
available in the future

 Our
commercial opportunities could be reduced or eliminated if our competitors develop and commercialize medicines that are safer, more effective,
have fewer or less severe side effects, are more convenient or are less expensive than any product candidates that we may develop. Our
competitors also may obtain approval from the FDA or other regulatory agencies for their medicines more rapidly than us, which could
result in our competitors establishing a strong market position before we are able to enter the market.

 Regarding
our Psybrary and the intellectual property kept and developed therein, our success depends on our ability to protect our intellectual
property and our ability to achieve and maintain key partnerships aimed at the development, licensing and marketing of psychedelic-inspired
medicines without infringing on the proprietary rights of others. Patent positions within the pharmaceutical field can be highly uncertain
and involve complex legal, scientific and factual questions for which important legal principles remain unresolved. Patents issued to
us may be challenged, invalidated or circumvented.

 Government
Regulation and Product Approvals

 Pharmaceutical
companies are subject to extensive regulation by the federal government, principally by the FDA under the Federal Food, Drug and Cosmetic
Act, or the FDCA, and, to a lesser extent, by state and local governments. Before our prescription products may be marketed in the U.S.,
they must be approved by the FDA for commercial distribution. Certain OTC products must comply with applicable FDA regulations, known
as OTC Monographs, in order to be marketed, but do not have the benefit of FDA review and approval before marketing. We are also subject
to regulation under federal, state and local laws, including requirements regarding occupational safety, laboratory practices, environmental
protection and hazardous substance control, and may be subject to other present and future local, state, federal and foreign regulations.
We cannot predict the extent to which we may be affected by legislative and other regulatory developments concerning our products and
the healthcare industry in general.

 The
FDCA and other federal and state statutes and regulations govern the testing, manufacture, quality control, export and import, labeling,
storage, record keeping, approval, pricing, advertising, promotion, sale and distribution of pharmaceutical products. Noncompliance with
applicable requirements both before and after approval, can subject us, our third party manufacturers and other collaborative partners
to administrative and judicial sanctions, such as, among other things, warning letters, fines and other monetary payments, recall or
seizure of products, criminal proceedings, suspension or withdrawal of regulatory approvals, interruption or cessation of clinical trials,
total or partial suspension of production or distribution, injunctions, limitations on or the limitation of claims we can make for our
products, and refusal of the government to enter into supply contracts for distribution directly by governmental agencies, or delay in
approving or refusal to approve new drug applications. The FDA also has the authority to revoke or withhold approvals of new drug applications.

 FDA
approval is required before any "new drug," can be marketed. Our products are new drugs and require prior FDA approval. Such
approval must be based on extensive information and data submitted in a NDA, including, but not limited to, adequate and well controlled
laboratory and clinical investigations to demonstrate the safety and effectiveness of the drug product for its intended use(s) as well
as the manufacturing suitability of the product. In addition to providing required safety and effectiveness data for FDA approval, a
drug manufacturer's practices and procedures must comply with current Good Manufacturing Practices ("cGMPs"), which
apply to manufacturing, receiving, holding and shipping, and include, among other things, demonstration of product purity, consistent
manufacturing and quality and at least six months of data supporting product expiration dating based on clinical registration batches.
Accordingly, manufacturers must continue to expend time, money and effort in all applicable areas relating to quality assurance and regulatory
compliance, including production and quality control to comply with cGMPs. Failure to so comply risks delays in approval of drug products
and possible FDA enforcement actions, such as an injunction against shipment of products, the seizure of non-complying products, criminal
prosecution and/or any of the other possible consequences described above. We are subject to periodic inspection by the FDA and the Drug
Enforcement Administration ("DEA"), which inspections may or may not be announced in advance.

 The
intellectual property kept and developed in our Psybrary is focused solely on developing and commercializing non-hallucinogenic
synthetic derivatives of psychedelic substances. While we use psychedelic-inspired compounds and classic psychedelics as our starting
point for our research and identification of compounds, we do not have any direct or indirect involvement in the illegal selling, production
or distribution of any substances in the jurisdictions in which we operate. Enveric is a neuro-pharmaceutical scientific company and
as such we do not advocate for the legalization of psychedelic substances nor do we deal with psychedelic substances except within laboratory
and clinical trial settings conducted within approved regulatory frameworks. Our products will not be commercialized prior to applicable
regulatory approval and this approval will only be granted if clinical evidence of safety and efficacy for the specific intended use
is successfully developed.

 Successful
execution of our strategy is in part contingent upon compliance with regulatory requirements enacted by governmental authorities and
obtaining regulatory approvals for the development and license of our psychedelic-inspired drug candidates. The psychedelic-inspired
medicine industry is a new and emerging industry with ambiguous existing regulations and uncertainty as to future regulations; we cannot
predict the impact of the ever-evolving compliance regime in respect of this industry. The impact of compliance regimes, any delays in
obtaining, or failure to obtain regulatory approvals may significantly delay or impact our development of markets, our business, psychedelic-inspired
medicines, and licensing initiatives and could have a material adverse effect on our business, financial condition and operating results.

 FDA
New Drug Approval Process

 In
the U.S., pharmaceutical products are subject to extensive regulation by the FDA. The Federal Food, Drug, and Cosmetic Act, or the FDCA,
and other federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture, storage,
recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import
and export of pharmaceutical products. Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative
or judicial sanctions, such as imposition of clinical holds, FDA refusal to approve pending NDAs, warning letters, product recalls, product
seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution,
disgorgement, civil penalties and criminal prosecution.

 Pharmaceutical
product development in the U.S. typically involves pre-clinical laboratory and animal tests and the submission to the FDA of an IND,
which must become effective before clinical testing may commence. For commercial approval, the sponsor must submit adequate tests by
all methods reasonably applicable to show that the drug is safe for use under the conditions prescribed, recommended or suggested in
the proposed labeling. The sponsor must also submit substantial evidence, generally consisting of adequate, well-controlled clinical
trials to establish that the drug will have the effect it purports or is represented to have under the conditions of use prescribed,
recommended or suggested in the proposed labeling. In certain cases, the FDA may determine that a drug is effective based on one clinical
study plus confirmatory evidence. Satisfaction of FDA pre-market approval requirements typically takes many years and the actual time
required may vary substantially based upon the type, complexity and novelty of the product or disease.

 Pre-clinical
tests include laboratory evaluation of product chemistry, formulation and toxicity, as well as animal trials to assess the characteristics
and potential safety and efficacy of the product. The conduct of the pre-clinical tests must comply with federal regulations and requirements,
including the FDA's good laboratory practices regulations and the U.S. Department of Agriculture's (USDA's) regulations
implementing the Animal Welfare Act. The results of pre-clinical testing are submitted to the FDA as part of an IND application along
with other information, including information about product chemistry, manufacturing and controls, and a proposed clinical trial protocol.
Long-term pre-clinical tests, such as animal tests of reproductive toxicity and carcinogenicity, may continue after the IND application
is submitted.

 A
30-day waiting period after the submission of each IND application is required prior to the commencement of clinical testing in humans.
If the FDA has not imposed a clinical hold on the IND application or otherwise commented or questioned the IND application within this
30-day period, the clinical trial proposed in the IND application may begin.

trials involve the administration of the IND to healthy volunteers or patients under the supervision of a qualified investigator. Clinical
trials must be conducted: (i) in compliance with federal regulations, (ii) in compliance with GCP ("Good Clinical Practice"),
an international standard meant to protect the rights and health of patients and to define the roles of clinical trial sponsors, administrators
and monitors, and (iii) under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the
effectiveness criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted
to the FDA as part of the IND application.

 The
FDA may order the temporary, or permanent, discontinuation of a clinical trial at any time or impose other sanctions if it believes that
the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical
trial patients. The trial protocol and informed consent information for patients in clinical trials must also be submitted to an institutional
review board, or IRB, for approval. An IRB may also require the clinical trial at the site to be halted, either temporarily or permanently,
for failure to comply with the IRB's requirements or may impose other conditions.

trials to support NDAs for marketing approval are typically conducted in three sequential phases, but the phases may overlap. In general,
in Phase 1, the initial introduction of the drug into healthy human subjects or patients, the drug is tested to assess metabolism, pharmacokinetics,
pharmacological actions, side effects associated with increasing doses and, if possible, early evidence on effectiveness. Phase 2 usually
involves trials in a limited patient population to determine the effectiveness of the drug for a particular indication, dosage tolerance
and optimum dosage, and to identify common adverse effects and safety risks.

 If
a compound demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2 evaluations, Phase 3 trials are undertaken
to obtain the additional information about clinical efficacy and safety in a larger number of patients, typically at geographically dispersed
clinical trial sites, to permit the FDA to evaluate the overall benefit-risk relationship of the drug and to provide adequate information
for the labeling of the drug. In most cases, the FDA requires two adequate and well-controlled Phase 3 clinical trials to demonstrate
the efficacy of the drug. The FDA may, however, determine that a drug is effective based on one clinical study plus confirmatory evidence.
Only a small percentage of investigational drugs complete all three phases and obtain marketing approval. In some cases, the FDA may
require post-market studies, known as Phase 4 studies, to be conducted as a condition of approval in order to gather additional information
on the drug's effect in various populations and any side effects associated with long-term use. Depending on the risks posed by
the drugs, other post-market requirements may be imposed.

 After
completion of the required clinical testing, an NDA is prepared and submitted to the FDA. The FDA approval of the NDA is required before
marketing of the product may begin in the U.S. The NDA must include the results of all pre-clinical, clinical, and other testing and
a compilation of data relating to the product's pharmacology, chemistry, manufacture, and controls. The cost of preparing and submitting
an NDA is substantial. Under federal law, the submission of most NDAs is additionally subject to a substantial application user fee.

 The
FDA has 60 days from its receipt of an NDA to determine whether the application will be accepted for filing based on the agency's
threshold determination that it is sufficiently complete to permit substantive review. Once the submission is accepted for filing, the
FDA begins an in-depth review. Under the statute and implementing regulations, the FDA has 180 days (the initial review cycle) from the
date of filing to issue either an approval letter or a complete response letter, unless the review period is adjusted by mutual agreement
between the FDA and the applicant or as a result of the applicant submitting a major amendment. In practice, the performance goals established
pursuant to the Prescription Drug User Fee Act have effectively extended the initial review cycle beyond 180 days. The FDA's current
performance goals call for the FDA to complete review of 90 percent of standard (non-priority) NDAs within 10 months of receipt and within
six months for priority NDAs, but two additional months of review are added to standard and priority NDAs for a new molecular entity
(NME).

 The
FDA may also refer applications for novel drug products, or drug products that present difficult questions of safety or efficacy, to
an advisory committee, which is typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation
as to whether the application should be approved. The FDA is not bound by the recommendation of an advisory committee, but it generally
follows such recommendations. Before approving an NDA, the FDA will typically inspect one or more clinical sites to assure compliance
with GCP. Additionally, the FDA will inspect the facility or the facilities at which the drug is manufactured. The FDA will not approve
the product unless compliance with current GMP is satisfactory and the NDA contains data that provide substantial evidence that the drug
is safe and effective in the indication studied.

 After
the FDA evaluates the NDA and the manufacturing facilities, it issues either an approval letter or a complete response letter. A complete
response letter generally outlines the deficiencies in the submission and may require substantial additional testing, or information,
in order for the FDA to reconsider the application. If, or when, those deficiencies have been addressed to the FDA's satisfaction
in a resubmission of the NDA, the FDA will issue an approval letter. The FDA has committed to reviewing 90 percent of resubmissions within
two to six months depending on the type of information included.

 An
approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. As a condition
of NDA approval, the FDA may require a risk evaluation and mitigation strategy, or REMS, to help ensure that the benefits of the drug
outweigh the potential risks. REMS can include medication guides, communication plans for health care professionals, and elements to
assure safe use, or ETASU. ETASU can include, but are not limited to, special training or certification for prescribing or dispensing,
dispensing only under certain circumstances, special monitoring, and the use of patient registries. The requirement for a REMS can materially
affect the potential market and profitability of the drug. Moreover, product approval may require substantial post-approval testing and
surveillance to monitor the drug's safety or efficacy. Once granted, product approvals may be withdrawn if compliance with regulatory
standards is not maintained or problems are identified following initial marketing.

 Disclosure
of Clinical Trial Information

 Sponsors
of clinical trials of certain FDA-regulated products, including prescription drugs, are required to register and disclose certain clinical
trial information on a public website maintained by the U.S. National Institutes of Health. Information related to the product, patient
population, phase of investigation, study sites and investigator, and other aspects of the clinical trial is made public as part of the
registration. Sponsors are also obligated to disclose the results of these trials after completion. Disclosure of the results of these
trials can be delayed for up to two years if the sponsor certifies that it is seeking approval of an unapproved product or that it will
file an application for approval of a new indication for an approved product within one year. Competitors may use this publicly available
information to gain knowledge regarding the design and progress of our development programs.

 Special
Protocol Assessment

 A
company may reach an agreement with the FDA under the Special Protocol Assessment, or "SPA", process as to the required design
and size of clinical trials intended to form the primary basis of an efficacy claim. According to its performance goals, the FDA is supposed
to evaluate the protocol within 45 days of the request to assess whether the proposed trial is adequate, and that evaluation may result
in discussions and a request for additional information. A SPA request must be made before the proposed trial begins, and all open issues
must be resolved before the trial begins. If a written agreement is reached, it will be documented and made part of the administrative
record. Under the FDCA and FDA guidance implementing the statutory requirement, an SPA is generally binding upon the FDA except in limited
circumstances, such as if the FDA identifies a substantial scientific issue essential to determining safety or efficacy after the study
begins, public health concerns emerge that were unrecognized at the time of the protocol assessment, the sponsor and the FDA agree to
the change in writing, or if the study sponsor fails to follow the protocol that was agreed upon with the FDA.

 Advertising
and Promotion

 Pre-approval
promotion of investigational drug candidates is prohibited by the FDA. Therefore, sponsors must ensure that any pre-approval communications
disseminated about its drug candidates do not state or imply that such candidates have been proven safe or effective for the applicable
use(s) or that they have been approved for commercialization in the United States. Further, once an NDA for a given candidate is approved,
if ever, the product will be subject to certain post-approval requirements. For instance, the FDA closely regulates the post-approval
marketing and promotion of drugs.

 Drugs
may be marketed only for the approved indications and in accordance with the provisions of the approved labeling. Changes to some of
the conditions established in an approved application, including changes in indications, labeling, or manufacturing processes or facilities,
require submission and FDA approval of a new NDA or NDA supplement before the change can be implemented. An NDA supplement for a new
indication typically requires clinical data similar to that in the original application, and the FDA uses the same procedures and actions
in reviewing NDA supplements as it does in reviewing NDAs.

 Adverse
Event Reporting and GMP Compliance

 Adverse
event reporting and submission of periodic reports is required following FDA approval of an NDA. The FDA also may require post-marketing
testing, known as Phase 4 testing, may require under a REMS special communication regarding the safety of the drug or heightened surveillance
to monitor the effects of an approved product, or the FDA may place conditions on an approval that could restrict the distribution or
use of the product. In addition, quality-control, drug manufacture, packaging, and labeling procedures must continue to conform to GMP,
after approval. Drug manufacturers and certain of their subcontractors are required to register their establishments with the FDA and
certain state agencies. Registration with the FDA subjects entities to periodic unannounced inspections by the FDA, during which the
agency inspects manufacturing facilities to assess compliance with GMP. Accordingly, manufacturers must continue to expend time, money
and effort in the areas of production and quality control to maintain compliance with GMP. Regulatory authorities may withdraw product
approvals or request product recalls if a company fails to comply with regulatory standards, if it encounters problems following initial
marketing or if previously unrecognized problems are subsequently discovered.

 Pediatric
Exclusivity and Pediatric Use

 The
Best Pharmaceuticals for Children Act, or "BPCA", provides NDA holders a six-month period of exclusivity attached to any
other exclusivity listed with the FDA — patent or non-patent — for a drug, if certain conditions
are met. Conditions for pediatric exclusivity include a determination by the FDA that information relating to the use of a new drug in
the pediatric population may produce health benefits in that population; a written request by the FDA for pediatric studies; and agreement
by the applicant to perform the requested studies and the submission to the FDA, completion of the studies in accordance with the written
request, and the acceptance by the FDA, of the reports of the requested studies within the statutory time frame. Applications under the
BPCA are treated as priority applications.

 In
addition, under the Pediatric Research Equity Act, or "PREA", NDAs or supplements to NDAs must contain data to assess the
safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration
for each pediatric subpopulation for which the drug is safe and effective, unless the sponsor has received a deferral or waiver from
the FDA. Unless otherwise required by regulation, PREA does not apply to any drug for an indication for which orphan designation has
been granted. The sponsor or the FDA may request a deferral of pediatric studies for some or all of the pediatric subpopulations. A deferral
may be granted for several reasons, including a finding that the drug is ready for approval for use in adults before pediatric studies
are complete or that additional safety or effectiveness data need to be collected before the pediatric studies begin. Under PREA, the
FDA must send a noncompliance letter requesting a response within 45 days to any sponsor that fails to submit the required assessment,
keep a deferral current or fails to submit a request for approval of a pediatric formulation.

 Controlled
Substances

 The
federal Controlled Substances Act of 1970, or "CSA", and its implementing regulations establish a "closed system"
of regulations for controlled substances. The CSA imposes registration, security, recordkeeping and reporting, storage, manufacturing,
distribution, importation and other requirements under the oversight of the Drug Enforcement Agency ("DEA"). The DEA is the
federal agency responsible for regulating controlled substances, and requires those individuals or entities that manufacture, import,
export, distribute, research, or dispense controlled substances to comply with the regulatory requirements in order to prevent the diversion
of controlled substances to illicit channels of commerce.

 The
DEA categorizes controlled substances into one of five schedules — Schedule I, II, III, IV or V — with
varying qualifications for listing in each schedule. Schedule I substances by definition have a high potential for abuse, have no currently
accepted medical use in treatment in the U.S., and lack accepted safety for use under medical supervision. Marijuana and psychedelics
such as psilocybin, DMT, mescaline and MDMA are currently Schedule I controlled substances, which means that no preclinical or clinical
studies of product candidates containing these substances may be conducted in the United States without the required DEA registration(s)
and related approvals, as applicable. Pharmaceutical products having a currently accepted medical use that are otherwise approved for
marketing may be listed as Schedule II, III, IV or V substances, with Schedule II substances presenting the highest potential for abuse
and physical or psychological dependence, and Schedule V substances presenting the lowest relative potential for abuse and dependence.

 Facilities
that manufacture, distribute, import, or export any controlled substance must register annually with the DEA. The DEA registration is
specific to the particular location, activity(ies) and controlled substance schedule(s). For example, separate registrations are required
for importation and manufacturing activities, and each registration authorizes which schedules of controlled substances the registrant
may handle. However, certain coincidental activities are permitted without obtaining a separate DEA registration, such as distribution
of controlled substances by the manufacturer that produces them.

 The
DEA inspects all manufacturing facilities to review security, recordkeeping, reporting, and handling prior to issuing a controlled substance
registration. The specific security requirements vary by the type of business activity and the schedule and quantity of controlled substances
handled. The most stringent requirements apply to manufacturers of Schedules I and Schedule II substances. Required security measures
commonly include background checks on employees and physical control of controlled substances through storage in approved vaults, safes
and cages, and through use of alarm systems and surveillance cameras. An application for a manufacturing registration as a bulk manufacturer
(not a dosage form manufacturer or a repacker/relabeler) for a Schedule I or II substance must be published in the Federal Register,
and is open for 60 days to permit interested persons to submit comments, objections or requests for a hearing. A copy of the notice of
the Federal Register publication is simultaneously forwarded by DEA to all those registered, or applicants for registration, as bulk
manufacturers of that substance.

 Once
registered, manufacturing facilities must maintain records documenting the manufacture, receipt and distribution of all controlled substances.
Manufacturers must submit periodic reports to the DEA of the distribution of Schedules I and II controlled substances, Schedule III narcotic
substances, and other designated substances. Registrants must also report any controlled substance thefts or significant losses, and
must obtain authorization to destroy or dispose of controlled substances.

 As
with applications for registration as a bulk manufacturer, an application for an importer registration for a Schedule I or II substance
must also be published in the Federal Register, which remains open for 30 days for comments. Imports of Schedules I and II controlled
substances for commercial purposes are generally restricted to substances not already available from a domestic supplier or where there
is not adequate competition among domestic suppliers. In addition to an importer or exporter registration, importers and exporters must
obtain a permit for every import or export of a Schedules I and II substance or Schedules III, IV and V narcotic, and submit import or
export declarations for Schedules III, IV and V non-narcotics. In some cases, Schedule III non-narcotic substances may be subject to
the import/export permit requirement, if necessary to ensure that the U.S. complies with its obligations under international drug control
treaties.

 For
drugs manufactured in the U.S., the DEA establishes annually an aggregate quota for the amount of substances within Schedules I and II
that may be manufactured or produced in the U.S. based on the DEA's estimate of the quantity needed to meet legitimate medical,
scientific, research and industrial needs.

 The
states also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution,
and dispensing requirements. State Authorities, including Boards of Pharmacy, regulate use of controlled substances in each state. Failure
to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can
result in enforcement action that could have a material adverse effect on our business, operations and financial condition. The DEA may
seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances,
violations could lead to criminal prosecution.

 Europe/Rest
of World Government Regulation

 In
addition to regulations in the U.S., we are and will be subject, either directly or through our distribution partners, to a variety of
regulations in other jurisdictions governing, among other things, clinical trials and any commercial sales (including pricing and reimbursement)
and distribution of our product candidates, if approved.

 Whether
or not we obtain FDA approval for a product, we must obtain the requisite approvals from regulatory authorities in non-U.S. countries
prior to the commencement of clinical trials or marketing of the product in those countries.

 In
the European Union, medicinal products are subject to extensive pre- and post-marketing regulation by regulatory authorities at both
the European Union and national levels. Additional rules also apply at the national level to the manufacture, import, export, storage,
distribution and sale of controlled substances. In many European Union member states the regulatory authority responsible for medicinal
products is also responsible for controlled substances. Responsibility is, however, split in some member states. Generally, any company
manufacturing or distributing a medicinal product containing a controlled substance in the European Union will need to hold a controlled
substances license from the competent national authority and will be subject to specific record-keeping and security obligations. Separate
import or export certificates are required for each shipment into or out of the member state.

Trials and Marketing Approval

 Whether
or not we obtain FDA approval for a product, we would need to obtain the necessary approvals by the comparable regulatory authorities
of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies
from country to country and can involve additional product testing and additional administrative review periods. The time required to
obtain approval in other countries might differ from and be longer than that required to obtain FDA approval. Regulatory approval in
one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country may
negatively impact the regulatory process in others.

countries outside of the U.S. have a process that requires the submission of a clinical trial application much like an IND application
prior to the commencement of human clinical trials. In Europe, for example, a clinical trial application, or "CTA", must
be submitted to the competent national health authority and to independent ethics committees in each country in which a company intends
to conduct clinical trials. Once the CTA is approved in accordance with a country's requirements and a company has received favorable
ethics committee approval, clinical trial development may proceed in that country.

 The
requirements and process governing the conduct of clinical trials, product licensing, pricing, and reimbursement vary from country to
country, even though there is already some degree of legal harmonization in the European Union member states resulting from the national
implementation of underlying European Union legislation. In all cases, the clinical trials must be conducted in accordance with the International
Conference on Harmonization, or "ICH", guidelines on GCP and other applicable regulatory requirements.

 To
obtain regulatory approval to place a drug on the market in European Union countries, Enveric must submit a marketing authorization application.
This application is similar to the NDA in the U.S., with the exception of, among other things, country-specific document requirements.
All application procedures require an application in the common technical document, or CTD, format, which includes the submission of
detailed information about the manufacturing and quality of the product, and nonclinical and clinical trial information. Drugs can be
authorized in the European Union by using (i) the centralized authorization procedure, (ii) the mutual recognition procedure, (iii) the
decentralized procedure, or (iv) national authorization procedures.

 The
European Commission created the centralized procedure for the approval of human drugs to facilitate marketing authorizations that are
valid throughout the European Union and, by extension (after national implementing decisions) in Iceland, Liechtenstein and Norway, which,
together with the European Union Member States, comprise the European Economic Area, or "EEA". Applicants file marketing
authorization applications with the EMA (European Medicines Agency), where they are reviewed by a relevant scientific committee, in most
cases the Committee for Medicinal Products for Human Use (the "CHMP"). The EMA forwards CHMP opinions to the European Commission,
which uses them as the basis for deciding whether to grant a marketing authorization. This procedure results in a single marketing authorization
granted by the European Commission that is valid across the European Union, as well as in Iceland, Liechtenstein and Norway. The centralized
procedure is compulsory for human drugs that are: (i) derived from biotechnology processes, such as genetic engineering, (ii) contain
a new active substance indicated for the treatment of certain diseases, such as HIV/AIDS, cancer, diabetes, neurodegenerative diseases,
autoimmune and other immune dysfunctions and viral diseases, (iii) officially designated "orphan drugs" (drugs used for rare
human diseases), and (iv) advanced-therapy medicines, such as gene-therapy, somatic cell-therapy or tissue-engineered medicines. The
centralized procedure may at the voluntary request of the applicant also be used for human drugs that do not fall within the above-mentioned
categories if the CHMP agrees that the human drug (a) contains a new active substance not yet approved on November 20, 2005; (b) constitutes
a significant therapeutic, scientific or technical innovation, or (c) authorization under the centralized procedure is in the interests
of patients at the European Union level.

 Under
the centralized procedure in the European Union, the maximum time frame for the evaluation of a marketing authorization application by
the EMA is 210 days (excluding clock stops, when additional written or oral information is to be provided by the applicant in response
to questions asked by the CHMP), with adoption of the actual marketing authorization by the European Commission thereafter.

 Accelerated
evaluation might be granted by the CHMP in exceptional cases, when a medicinal product is expected to be of a major public health interest
from the point of view of therapeutic innovation, defined by three cumulative criteria: the seriousness of the disease to be treated;
the absence of an appropriate alternative therapeutic approach, and anticipation of exceptional high therapeutic benefit. In this circumstance,
EMA ensures that the evaluation for the opinion of the CHMP is completed within 150 days and the opinion issued thereafter.

 For
those medicinal products for which the centralized procedure is not available, the applicant must submit marketing authorization applications
to the national medicines regulators through one of three procedures: (i) the mutual recognition procedure (which must be used if the
product has already been authorized in at least one other European Union member state, and in which the European Union member states
are required to grant an authorization recognizing the existing authorization in the other European Union member state, unless they identify
a serious risk to public health), (ii) the decentralized procedure (in which applications are submitted simultaneously in two or more
European Union member states), or (iii) national authorization procedures (which results in a marketing authorization in a single European
Union member state).

 Mutual
Recognition Procedure

 The
mutual recognition procedure, or "MRP", for the approval of human drugs is an alternative approach to facilitate individual
national marketing authorizations within the European Union. Fundamentally, the MRP may be applied for all human drugs for which the
centralized procedure is not obligatory. The MRP is applicable to the majority of conventional medicinal products, and must be used if
the product has already been authorized in one or more European Union member states.

 The
MRP functions by building on an already-existing marketing authorization in a member state of the European Union which is used as a reference
in order to obtain marketing authorizations in other European Union member states. Under the MRP, if a marketing authorization for a
drug already exists in one or more member states of the European Union and subsequently marketing authorization applications are made
in other European Union member states by referring to the initial marketing authorization. The member state in which the marketing authorization
was first granted will then act as the reference member state. The member states where the marketing authorization is subsequently applied
for act as concerned member states. The concerned member states are required to grant an authorization recognizing the existing authorization
in the reference member state, unless they identify a serious risk to public health.

 The
MRP is based on the principle of the mutual recognition by European Union member states of their respective national marketing authorizations.
Based on a marketing authorization in the reference member state, the applicant may apply for marketing authorizations in other member
states. In such case, the reference member state shall update its existing assessment report about the drug in 90 days. After the assessment
is completed, copies of the report are sent to all member states, together with the approved summary of product characteristics, labeling
and package leaflet. The concerned member states then have 90 days to recognize the decision of the reference member state and the summary
of product characteristics, labeling and package leaflet. National marketing authorizations shall be granted within 30 days after acknowledgement
of the agreement.

 Should
any European Union member state refuse to recognize the marketing authorization by the reference member state, on the grounds of potential
serious risk to public health, the issue will be referred to a coordination group. Within a time frame of 60 days, member states shall,
within the coordination group, make all efforts to reach a consensus. If this fails, the procedure is submitted to an EMA scientific
committee for arbitration. The opinion of this EMA Committee is then forwarded to the European Commission, for the start of the decision-making
process. As in the centralized procedure, this process entails consulting various European Commission Directorates General and the Standing
Committee on Human Medicinal Products.

 Data
Exclusivity

 In
the European Union, marketing authorization applications for generic medicinal products do not need to include the results of pre-clinical
and clinical trials, but instead can refer to the data included in the marketing authorization of a reference product for which regulatory
data exclusivity has expired. If a marketing authorization is granted for a medicinal product containing a new active substance, that
product benefits from eight years of data exclusivity, during which generic marketing authorization applications referring to the data
of that product may not be accepted by the regulatory authorities, and a further two years of market exclusivity, during which such generic
products may not be placed on the market. The two-year period may be extended to three years if during the first eight years a new therapeutic
indication with significant clinical benefit over existing therapies is approved.

 Orphan
Medicinal Products

 The
EMA's Committee for Orphan Medicinal Products ("COMP") may recommend orphan medicinal product designation to promote
the development of products that are intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating
conditions affecting not more than 5 in 10,000 persons in the European Union. Additionally, designation is granted for products intended
for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition and when, without
incentives, it is unlikely that sales of the product in the European Union would be sufficient to justify the necessary investment in
developing the medicinal product. The COMP may only recommend orphan medicinal product designation when the product in question offers
a significant clinical benefit over existing approved products for the relevant indication. Following a positive opinion by the COMP,
the European Commission adopts a decision granting orphan status. The COMP will reassess orphan status in parallel with EMA review of
a marketing authorization application and orphan status may be withdrawn at that stage if it no longer fulfills the orphan criteria (for
instance because in the meantime a new product was approved for the indication and no convincing data are available to demonstrate a
significant benefit over that product). Orphan medicinal product designation entitles a party to financial incentives such as reduction
of fees or fee waivers and ten years of market exclusivity is granted following marketing authorization. During this period, the competent
authorities may not accept or approve any similar medicinal product, unless it offers a significant clinical benefit. This period may
be reduced to six years if the orphan medicinal product designation criteria are no longer met, including where it is shown that the
product is sufficiently profitable not to justify maintenance of market exclusivity.

 Pediatric
Development

 In
the European Union, companies developing a new medicinal product must agree to a Pediatric Investigation Plan, or "PIP",
with the EMA and must conduct pediatric clinical trials in accordance with that PIP unless a waiver applies, for example, because the
relevant disease or condition occurs only in adults. The marketing authorization application for the product must include the results
of pediatric clinical trials conducted in accordance with the PIP, unless a waiver applies, or a deferral has been granted, in which
case the pediatric clinical trials must be completed at a later date. Products that are granted a marketing authorization on the basis
of the pediatric clinical trials conducted in accordance with the PIP are eligible for a six-month extension of the protection under
a supplementary protection certificate (if the product covered by it qualifies for one at the time of approval). This pediatric reward
is subject to specific conditions and is not automatically available when data in compliance with the PIP are developed and submitted.

 If
we fail to comply with applicable foreign regulatory requirements, we may be subject to, among other things, fines, suspension of clinical
trials, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.

 In
addition, most countries are parties to the Single Convention on Narcotic Drugs 1961, which governs international trade and domestic
control of narcotic substances. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle
to us obtaining marketing approval for our product candidates in those countries. These countries may not be willing or able to amend
or otherwise modify their laws and regulations to permit our product candidates to be marketed, or achieving such amendments to the laws
and regulations may take a prolonged period of time. In that case, we would be unable to market our product candidates in those countries
in the near future or perhaps at all.

 Employees

 We
have consolidated our employee base to save capital and focus on development of our leading candidates EB-003. As of the date of this
report, we employ five full-time employees and one part-time employee. We also work with scientific advisors, consultants and service
providers, mainly through academic institutions and contract research organizations.

 We
have never had a work stoppage and none of its employees are covered by collective bargaining agreements or represented by a labor union.
We believe that we have good relationships with our employees.

 Item
1A. Risk factors

 Risks
Related to Our Business and Financial Condition

 Our
management and independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going
concern as of December 31, 2024. We will be unable to continue to operate for the foreseeable future without additional capital.

 Our
independent registered public accounting firm issued a report dated March 28, 2025 in connection with the audit of our consolidated financial
statements as of December 31, 2024, which included an explanatory paragraph describing the existence of conditions that raise substantial
doubt about our ability to continue as a going concern including our recurring losses, cash used in operations, and need to raise additional
funds to meet our obligations and sustain our operations. In addition, the notes to our financial statements for the year ended December
31, 2024, included in this Annual Report on Form 10-K, contain a disclosure describing the existence of conditions that raise substantial
doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain
substantial additional funding in connection with our continuing operations. Adequate additional financing may not be available to us
in the necessary timeframe, in the amounts we require, on terms that acceptable to us, or at all. If we are unable to raise additional
capital our business, prospectus, financial condition and results of operations will be materially and adversely affected and we may
be unable to continue as a going concern. If we are not able to continue as a going concern, we may have to liquidate our assets and
may receive less than the value at which those assets are carried on our consolidated financial statements and/or seek protection under
federal bankruptcy law, and it is likely that holders of our common stock and holders of securities convertible into our common stock
will lose all of their investment. If we seek additional financing to fund our business activities in the future and there remains substantial
doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding
on commercially reasonable terms or at all.

 As
such, there is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial
doubt about our ability to continue as a going concern.

 We
are dependent on the success of our prospective product candidates, which are in early stages of development, and there can be no assurances
that any such prospects will reach a particular stage in development, receive regulatory approval or be successfully commercialized.

 Our
success will depend on our ability to successfully develop and commercialize our prospective product candidates through our development
programs. We intend to develop at least one product candidate, EB-003, by undergoing the long, costly clinical-trial process under an
IND application and, eventually, obtaining FDA approval under an NDA before proceeding to market. In order to proceed with development
of our pharmaceutical product candidates under the NDA pathway, we must obtain the FDA's approval of our IND application and conduct
preclinical and clinical trials in compliance with the applicable IND regulations, clinical-study protocols, and other applicable regulations
and related requirements. We may never be able to develop products which are commercially viable or receive regulatory approval in the
U.S. or elsewhere. There can be no assurance that the FDA or any other regulatory authority will approve of our current or future product
candidates.

 In
the United States, the FDA regulates drugs under the Federal Food, Drug and Cosmetic Act, or "FDCA," and implementing regulations.
Drugs are also subject to other federal, state and local statutes and regulations. The process of obtaining regulatory approvals and
the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial
time and financial resources. The process required by the FDA before a new drug or biological product may be marketed in the United States
generally involves the following:

 Completion
 of preclinical laboratory tests, animal studies, and formulation studies according to Good
 Laboratory Practices and other applicable regulations;

 Submission
 to the FDA of an IND application, which must become effective before human clinical trials
 may begin in the United States;

 Performance
 of adequate and well-controlled human clinical trials according to the FDA's current
 good clinical practices, or GCPs, which sufficiently demonstrate the safety and efficacy
 of the proposed drug or biologic for its intended uses;

 Submission
 to the FDA of a New Drug Application, or an NDA, for a new drug product;

 Satisfactory
 completion of an FDA inspection of the manufacturing facility or facilities where the drug
 or biologic is to be produced to assess compliance with the FDA's current good manufacturing
 practice standards, or cGMP, to assure that the facilities, methods and controls are adequate
 to preserve the drug's or biologic's identity, strength, quality and purity;

 Potential
 FDA audit of the nonclinical and clinical trial sites that generated the data in support
 of the NDA or biologics license application; and

 FDA
 review and, potentially, approval of the NDA.

 The
lengthy process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations require
the expenditure of substantial resources. There can be no certainty that approvals will be granted.

 We
may encounter difficulties that may delay, suspend or scale back our efforts to advance additional early research programs through preclinical
development and IND application filings and into clinical development.

 We
intend to advance early research programs through preclinical development and to file an IND application for human clinical trials evaluating
the prospective product candidates in our pipeline. The preparation and submission of IND applications requires rigorous and time-consuming
preclinical testing, the results of which must be sufficiently documented to establish, among other things, the toxicity, safety, manufacturing,
chemistry and clinical protocol of the product candidates. We may experience unforeseen difficulties that could delay or otherwise prevent
us from successfully executing our current development strategy. In addition, our ability to complete and file certain IND applications
may depend on the support of our partners and the timely performance of their obligations under relevant collaboration agreements. If
our relevant partners are not able to perform such obligations, or if they otherwise delay the progress, we may not be able to prepare
and file the intended IND applications on a timely basis or at all. Any delay, suspension or reduction of our efforts to pursue our preclinical
and IND strategy could have a material adverse effect on our business and cause our share price to decline.

 Catastrophic
events could have a material adverse effect on our business, including current plans for product development, as well as any currently
ongoing preclinical studies and clinical trials and any future studies or other development or commercialization activities.

 Our
operations and business could be disrupted by natural disasters; industrial accidents; public health issues and global pandemics such
as COVID 19; cybersecurity incidents; interruptions of service from utilities, transportation restrictions or disruptions, telecommunications,
or IT systems providers; manufacturing equipment failures; geopolitical conflict; tariff wars; terrorism; or other catastrophic events.

 Catastrophic
events could severely impact our business, including, but not limited to, our current or future preclinical studies, clinical trials,
regulatory progress, or any other development or commercialization activities, including (among others):

 delays or difficulties
 in enrolling patients in clinical trials, specifically since many of the patients are considered immunocompromised;

 delays or difficulties
 in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;

 diversion of healthcare
 resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and
 hospital staff supporting the conduct of our clinical trials;

 interruption of key clinical
 trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal or state
 governments, employers and others;

 limitations in employee
 resources that would otherwise be focused on the conduct of our clinical trials, including because of sickness of employees or their
 families or the desire of employees to avoid contact with large groups of people;

 delays in receiving approval
 from local regulatory authorities to initiate our planned clinical trials;

 delays in clinical sites
 receiving the supplies and materials needed to conduct our clinical trials;

 interruption in global
 shipping that may affect the transport of clinical trial materials, such as investigational drug product used in our clinical trials

 changes in
 local regulations as part of a response to a catastrophic event which may require us to change the ways in which our clinical trials
 are conducted, which may result in unexpected costs, or to discontinue the clinical trials altogether;

 delays in necessary interactions
 with local regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or
 forced furlough of government employees;

 delay in the timing of
 interactions with the FDA due to absenteeism by federal employees or by the diversion of their efforts and attention to approval
 of other therapeutics or other activities related; and

 refusal of the FDA to accept
 data from clinical trials in affected geographies outside the United States.

 In
addition, a catastrophic event could disrupt our operations due to absenteeism by infected or ill members of management or other employees,
or absenteeism by members of management and other employees who elect not to come to work due to the illness affecting others in our
office or laboratory facilities, or due to quarantines. A catastrophic event could also impact members of our board of directors, resulting
in absenteeism from meetings of the directors or committees of directors, and making it more difficult to convene the quorums of the
full board of directors or our committees needed to conduct meetings for the management of our affairs.

 We
have significant and increasing liquidity needs and may require additional funding.

and development, management and administrative expenses and cash used for operations will continue to be significant and may increase
substantially in the future in connection with new and continued research and development initiatives and our pursuit of IND authorization(s)
for some or all of our product candidates, as is required to initiate clinical trials in human subjects in the United States. We will
need to raise additional capital to fund our operations, continue to conduct clinical trials to support potential regulatory approval
of marketing applications, and to fund commercialization of our current and future product candidates.

 The
amount and timing of our future funding requirements will depend on many factors, including, but not limited to:

 the scope, number, initiation, progress,
 timing, costs, design, duration, delays (if any), and results of preclinical and clinical studies for our current or future product
 candidates;

 the outcome, timing and cost of regulatory reviews,
 approvals or other actions to meet regulatory requirements established by the FDA, and comparable foreign regulatory authorities;

 the timing and amount of revenue generated or received,
 including any revenue from grants or other sources;

 the rate of progress and cost of our clinical trials
 and other product development programs;

 costs of filing, prosecuting, defending and enforcing
 any patent claims and other intellectual property rights associated with our current and future product candidates;

 the effect of competing technological and market developments;

 personnel, facilities and equipment requirements; and

 the terms and timing of any additional collaborative,
 licensing, co-promotion or other arrangements that we may establish.

 While
we expect to fund our future capital requirements from financing arrangements, we cannot assure you that any such financing arrangements
will be available to it on favorable terms, or at all. In the first quarter of 2025, we engaged in a best efforts public offering, which
locked-up our ability to issue securities or file registration statements for a period of 60 days following February 3, 2025, and engage
in variable-rate transactions for a period of one year following February 3, 2025, each subject to limited exceptions. Even if we can
raise funds from financing arrangements, the amounts raised may not be sufficient to meet our future capital requirements. Additionally,
the Company does not have sufficient unreserved, authorized shares to secure an equity investment of a sufficient amount, based on the
Company's currently traded price per share, and the Company will require shareholder approval to increase the amount of authorized
shares. If we are not able to raise capital, we could be required to postpone, scale back or eliminate some, or all, of our development
objectives or commercialization efforts.

 We
depend on our current key personnel.

 We
have consolidated our employee base to save capital and focus on development of our leading candidate EB-003. As of the date of this
report, we employ five full-time employees and one part-time employee. We are highly dependent on our current management and scientific
personnel, including Joseph Tucker, Peter Facchini, and Kevin Coveney. The inability to hire or retain experienced management personnel
could adversely affect our ability to execute our business plan and harm our operating results. Due to the specialized scientific and
managerial nature of our business, we rely heavily on our ability to attract and retain qualified scientific, technical and managerial
personnel. The competition for qualified personnel in the pharmaceutical field is intense and we may be unable to continue to attract
and retain qualified personnel necessary for the development of our business or to recruit suitable replacement personnel.

 There
has been limited study on the effects of psychedelic- inspired drug candidates, and future clinical research studies may lead to conclusions
that dispute or conflict with our understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing, and social
acceptance of psychedelics.

relating to the medical benefits, viability, safety, efficacy, and dosing of psychedelic-inspired drug candidates remains in relatively
early stages. There have been few clinical trials on the benefits of psychedelic-inspired drug candidates conducted by us or by others.
Future research and clinical trials may draw opposing conclusions to statements contained in the articles, reports and studies we have
relied on, or could reach different or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other
facts and perceptions related to psychedelic-inspired drug candidates, which could adversely affect social acceptance of such molecules
and the demand for our product candidates.

 Our
limited resources have lead us to focus on a particular candidate. As a result, we may fail to capitalize on product candidates that
may be more profitable or for which there is a greater likelihood of medical and commercial success.

 As
a result of our limited financial, managerial and scientific leadership resources we have focused on developing product candidates that
we have identified as most likely to succeed. As such, we have elected to forego or delay for the time being the development of other
candidates that may prove to have greater potential. Our resource allocation decisions may cause us to fail to capitalize on viable medical
solutions, therapeutic enhancements and commercial potentials for viable markets when our spending on our current and future defined
candidates with the indications specified therein may not yield any commercially viable products. Inaccurate evaluation of potential
may result in relinquishment of valuable product candidate opportunity.

 We
expect to face intense competition, often from companies with greater resources and experience than us.

 The
pharmaceutical industry is highly competitive, with an emphasis on proprietary products and subject to rapid change. The industry continues
to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and
potential competitors have substantially greater financial, technological, managerial and research and development resources and experience
than us. Some of these competitors and potential competitors have more experience than us in the development of pharmaceutical products,
including validation procedures and regulatory matters. In addition, our future product candidates, if successfully developed, will compete
with product offerings from large and well-established companies that have greater marketing and sales experience and capabilities than
us or our collaboration partners have. Other companies with greater resources than we may announce similar plans in the future. In addition,
small or early stage companies may prove to be competitors, particularly through collaborative arrangements with large and established
companies. If we are unable to compete successfully, our commercial opportunities will be reduced and our business, results of operations
and financial conditions may be materially harmed. In addition, we compete with these companies in recruiting and retaining scientific
personnel as well as establishing clinical trial sites and patient registration for clinical trials.

 Our
current and future preclinical and clinical studies may be conducted outside the United States, and the FDA may not accept data from
such studies to support any NDAs we may submit after completing the applicable developmental and regulatory prerequisites.

 We
are conducting, or may conduct, preclinical and/or clinical studies outside the United States. To the extent we do not conduct these
clinical trials in accordance under an IND application, the FDA may not accept data from such trials. Although the FDA may accept data
from clinical trials conducted outside the United States that are not conducted under an IND application, the FDA's acceptance
of the data is subject to certain conditions. For example, the clinical trial must be well designed and conducted and performed by qualified
investigators in accordance with ethical principles and all applicable FDA regulations. The trial population must also adequately represent
the intended U.S. population, and the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems
clinically meaningful. In general, the patient population for any clinical trials conducted outside of the United States must be representative
of the population for whom we intend to market the product candidate in the United States, if approved. In addition, while these clinical
trials are subject to the applicable local laws, FDA acceptance of the data will be dependent upon our ability to verify the data and
our determination that the trials also complied with all applicable U.S. laws and regulations. The process of obtaining regulatory approvals
and the subsequent compliance with appropriate federal, state and foreign statutes and regulations requires the expenditure of substantial
time and financial resources.

 We
cannot guarantee that the FDA will accept data from trials conducted outside of the United States. If the FDA does not accept the data
from such clinical trials, we would likely result in the need for additional trials and the completion of additional regulatory steps,
which would be costly and time-consuming and could delay or permanently halt our development of our product candidates.

the results of preclinical studies and earlier clinical trials are not necessarily predictive of future results, we may not have favorable
results in our planned and future clinical trials.

 Successful
development of therapeutic products is highly uncertain and is dependent on numerous factors, many of which are beyond our control. Drug
development involves long lead times and involves many variables of uncertainty. Product candidates that appear promising in the early
phases of development may fail to reach the market for several reasons including, without limitation:

 preclinical study results that may
 show the product to be less effective than desired (e.g., the study failed to meet our primary objectives) or to have harmful or
 problematic side effects;

 failure to receive the necessary regulatory approvals
 or a delay in receiving such approvals. Among other things, such delays may be caused by slow enrollment in clinical studies, length
 of time to achieve study endpoints, additional time requirements for data analysis or an IND and later NDA, preparation, discussions
 with the FDA, an FDA request for additional preclinical or clinical data or unexpected safety or manufacturing issues;

 manufacturing costs, pricing, or reimbursement issues
 or other factors that make the product not economical; and

 the proprietary rights of others and their competing
 products and technologies that may prevent the product from being commercialized.

 Any
positive results from our preclinical testing of our prospective product candidates may not necessarily be predictive of the results
from planned or future clinical trials for such product candidates. Many companies in the pharmaceutical and biotechnology industries
have suffered significant setbacks in clinical trials after achieving positive results in preclinical and early clinical development,
and we cannot be certain that we will not face similar setbacks. These setbacks have been caused by, among other things, preclinical
findings while clinical trials were underway or safety or efficacy observations in clinical trials, including adverse events. Moreover,
our interpretation of clinical data or our conclusions based on the preclinical in vitro and in vivo models may prove inaccurate, as
preclinical and clinical data can be susceptible to varying interpretations and analyses, and many companies that believed their product
candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA or other regulatory approvals.
Similarly, undesirable side effects caused by our product candidates could cause us or regulatory authorities to limit dosage in development
or interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval
by the FDA or other comparable foreign authorities. Restrictive label applications may include but are not limited to a Boxed Warning,
Risk Evaluation and Mitigation Strategies, or REMS, or other limitations of use. Drug-related side effects during one clinical trial
furthermore could affect patient recruitment or the ability of enrolled patients to complete the trial, result in potential product liability
claims or our ability to ensure enrollment for future trials. Any of these occurrences may harm our business, financial condition and
prospects significantly.

 Regulatory
approval is limited by the FDA to those specific indications and conditions for which clinical safety and efficacy have been demonstrated,
and we may be subject to fines, penalties or injunctions if we are determined to be promoting the use of our products for unapproved
or "off-label" uses.

 When
the FDA or comparable foreign regulatory authorities issue regulatory approval for a product candidate, the regulatory approval is limited
to those specific indications for which a product is approved. If we are not able to obtain FDA approval for any desired future indications
for our products and product candidates, our ability to effectively market and sell our products may be reduced and our business may
be adversely affected. While physicians may choose to prescribe drugs for uses that are not described in the product's labeling
and for uses that differ from those tested in clinical studies and approved by the regulatory authorities, we are prohibited from marketing
and promoting the products for indications that are not specifically approved by the FDA.

 These
"off-label" uses are common across medical specialties and may constitute an appropriate treatment for some patients in varied
circumstances. Regulatory authorities in the United States generally do not restrict or regulate the behavior of physicians in their
choice of treatment within the practice of medicine. Regulatory authorities do, however, restrict communications by pharmaceutical companies
on off-label use. If the FDA determines that our promotional activities constitute promotion of an off-label use, it could request that
we modify our promotional materials or subject us to regulatory or enforcement actions by other agencies, including issuance of warning
letters, suspension or withdraw an approved product from the market, additional reporting requirements and/or oversight if we become
subject to a corporate integrity agreement or similar agreement, any of which could significantly harm our business.

 Business
interruptions could delay us in the process of developing our product candidates.

 Loss
of our stored materials or facilities through fire, theft, or other causes could have an adverse effect on our ability to continue product
development activities and to conduct our business. Even if we obtain insurance coverage to compensate us for such business interruptions,
such coverage may prove insufficient to fully compensate us for the damage to our business resulting from any significant property or
casualty loss.

 Our
employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and legal requirements.

 We
are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with
FDA, SEC or Office of Inspector General of the Department of Health and Human Services, or regulations of any other applicable regulatory
authority, failure to provide accurate information to the FDA or the SEC, comply with applicable manufacturing standards, other federal,
state or foreign laws and regulations, report information or data accurately or disclose unauthorized activities. Employee misconduct
could also involve the improper use of confidential or protected information, including information obtained in the course of clinical
trials, or illegal pre-approval promotion of drug candidates, which could result in government investigations, enforcement actions and
serious harm to our reputation. We have adopted a Corporate Code of Conduct and Ethics and Whistleblower Policy, but employee misconduct
is not always possible to identify and deter.

 The
precautions we take to detect and prevent these prohibited activities may not be effective in controlling unknown or unmanaged risks
or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance
with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending our Company or asserting
our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.

 Our
proprietary information, or that of our customers, suppliers and business partners, may be lost or we may suffer security breaches.

 In
the ordinary course of our business, we expect to collect and store sensitive data, including valuable and commercially sensitive intellectual
property, clinical trial data, our proprietary business information and that of our future customers, suppliers and business partners,
and personally identifiable information of our customers, clinical trial subjects and employees, patients, in our data centers and on
our networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security
measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance
or other disruptions.

 Any
such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any
such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the
privacy of personal information, regulatory penalties, disrupt our operations, damage our reputation, and cause a loss of confidence
in our products and our ability to conduct clinical trials, which could adversely affect our business and reputation and lead to delays
in gaining regulatory approvals for our future product candidates. Although we may obtain business interruption insurance coverage in
the future, our insurance might not cover all losses from any future breaches of our systems.

 Failure
of our information technology systems, including cybersecurity attacks or other data security incidents, could significantly disrupt
the operation of our business.

 Our
business depends on the use of information technologies. Our ability to execute our business plan and to comply with regulators'
requirements with respect to data control and data integrity, depends, in part, on the uninterrupted performance of our information technology
systems, or IT systems and the IT systems supplied by third-party service providers. Our IT systems are vulnerable to damage from a variety
of sources, including telecommunications or network failures, malicious human acts, natural disasters and more sophisticated and targeted
cyber-related attacks that pose a risk to the security of our information systems and networks and the confidentiality, availability
and integrity of data and information. A successful cybersecurity attack or other data security incident could result in the misappropriation
and/or loss of confidential or personal information, create system interruptions, or deploy malicious software that attacks our systems.
It is also possible that a cybersecurity attack might not be noticed for some period of time. In addition, sustained or repeated system
failures or problems arising during the upgrade of any of our IT systems that interrupt our ability to generate and maintain data could
adversely affect our ability to operate our business. The occurrence of a cybersecurity attack or incident could result in business interruptions
from the disruption of our IT systems, or negative publicity resulting in reputational damage with our shareholders and other stakeholders
and/or increased costs to prevent, respond to or mitigate cybersecurity events. In addition, the unauthorized dissemination of sensitive
personal information or proprietary or confidential information could expose us or other third-parties to regulatory fines or penalties,
litigation and potential liability, or otherwise harm our business.

 Security
breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent it from accessing
critical information or expose it to liability, which could adversely affect our business and its reputation.

 In
the ordinary course of our business, we expect to collect and store sensitive data, including legally protected patient health information,
credit card information, personally identifiable information about our employees, intellectual property, and proprietary business information.
We expect to manage and maintain this data utilizing on-site systems. This data includes a wide variety of business-critical information
including research and development information, commercial information and business and financial information.

 The
secure processing, storage, maintenance and transmission of this critical information is vital to our operations and business strategy,
and we devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorized
access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers, or viruses, breaches or
interruptions due to employee error, malfeasance or other disruptions, or lapses in compliance with privacy and security mandates. Any
such virus, breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties,
publicly disclosed, lost or stolen. In the future, any such access, disclosure or other loss of information could result in legal claims
or proceedings, liability under laws that protect the privacy of personal information, such as the Health Insurance Portability and Accountability
Act (HIPPA) and European Union General Data Protection Regulation, government enforcement actions and regulatory penalties. Unauthorized
access, loss or dissemination could also disrupt our operations, including our ability to process samples, provide test results, share
and monitor safety data, bill payors or patients, provide customer support services, conduct research and development activities, process
and prepare company financial information, manage various general and administrative aspects of our business and may damage our reputation,
any of which could adversely affect our business, financial condition and results of operations.

 Our
operating results may vary significantly in future periods.

 We
are in the early stages of product development and expect to focus substantial efforts for, at least, the next several years on preclinical
and clinical trials and other research and development activities. We have not obtained regulatory approval for any product candidates.
Our revenues, expenses and operating results are likely to fluctuate significantly in the future. We expect to incur substantial additional
operating expenses over the next several years as our research, development, and preclinical and clinical study activities increase.
Our financial results are unpredictable and may fluctuate, for among other reasons, due to:

 the scope,
 number, progress, duration, endpoints, cost, results, and timing of our preclinical testing and clinical studies of current or potential
 future product candidates;

 our ability to obtain additional
 funding to develop product candidates; and

 delays in the commencement, enrollment and timing of
 clinical studies.

 A
high portion of our costs are predetermined on an annual basis, due in part to our significant research and development costs. Thus,
small declines in revenue could disproportionately affect financial results in a quarter.

 Significant
ongoing costs and obligations.

 As
a neuro-pharmaceutical drug discovery and development platform company, the Company expects to spend substantial funds on the research,
development and testing of psychedelic-inspired drug candidates. In addition, the Company expects to incur significant ongoing costs
and obligations related to its investment in infrastructure and growth and for regulatory compliance, which could have a material adverse
impact on the Company's results of operations, financial condition and cash flows. The Company will also require significant additional
funds if it expands the scope of current plans for research and development or if it were to acquire any other assets and advance their
development. It is possible that future financing will not be available or, if available, may not be on favorable terms. The availability
of financing will be affected by the achievement of the Company's corporate goals, the results of scientific and clinical research,
the need and ability to obtain regulatory approvals and the state of the capital markets generally. If adequate funding is not available,
the Company may be required to delay, reduce or eliminate one or more of its research and development programs, or obtain funds through
corporate partners or others who may require the Company to relinquish significant rights to its psychedelic-inspired drug candidates
or obtain funds on less favorable terms than the Company would otherwise accept. To the extent that external sources of capital become
limited or unavailable or available on onerous terms, the Company's intangible assets and its ability to continue its business
plans may become impaired, and the Company's assets, liabilities, business, financial condition and results of operations may be
materially or adversely affected.

 In
addition, future changes in regulations, changes in legal status of psychedelic and/or psychedelic-inspired products, more vigorous enforcement
thereof or other unanticipated events could require extensive changes to the Company's operations, increased compliance costs or
give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition
of the Company. The Company's efforts to grow its business may be costlier than expected.

 We
may rely on third parties to plan and conduct preclinical and clinical trials.

 We
may rely on third parties to conduct preclinical development activities and intend to partner with third parties who may conduct clinical
development activities with our psychedelic-inspired drug candidates and other product candidates. Preclinical activities include "in
vivo" studies providing access to specific disease models, pharmacology and toxicology studies, and assay development. Clinical
development activities include trial design, regulatory submissions, clinical patient recruitment, clinical trial monitoring, clinical
data management and analysis, safety monitoring and project management. If there is any dispute or disruption in its relationship with
third parties, or if such third parties are unable to provide quality services in a timely manner and at a feasible cost, or if such
third parties fail to meet certain development milestones, our active development programs may face delays.

 Further,
if any of these third parties fails to perform as we expect or if their work fails to meet regulatory requirements, the testing and eventual
development of viable drug candidates could be delayed, cancelled or rendered ineffective.

 Our
reliance on third-party contract manufacturers.

 For
completion of the "in vitro" portion of the preclinical testing we intend to conduct, when only lab-grade and lab-scale drug
candidate molecules are required, we intend to synthesize the required psychedelic molecules in our laboratories in Calgary or at other
third-party contract research organizations ("CROs") that provide synthetic chemistry services. We have limited control over
these third-party CROs. When larger quantities and higher quality psychedelic molecules are required (e.g., for animal model testing),
we intend to contract with appropriate third-party contract manufacturing organizations ("CMOs"), over which we may have
limited control to, among other things, supply the active pharmaceutical ingredient ("API") used in our drug candidates.
We intend to rely on CMOs to supply APIs and formulated drug products in compliance with GMP regulations.

 All
applicable jurisdictions, including Health Canada, and the FDA, ensure the quality of drug candidates by carefully monitoring drug manufacturers'
compliance with GMP regulations. The GMP regulations for drug candidates contain minimum requirements for the methods, facilities and
controls used in manufacturing, processing and packing of APIs and formulated a drug products. There can be no assurances that CMOs will
be able to meet our timetable and requirements or carry out their contractual obligations in accordance with the applicable regulations.
In addition, the API and/or formulated drug product that they supply to us may not meet our specifications and quality policies and procedures
or they may not be able to supply the API and/or formulated drug product in commercial quantities. If we are unable to arrange for alternative
third-party supply sources on commercially reasonable terms or in a timely manner, it may delay the development of our drug candidates
and could have a material adverse effect on our business operations and financial condition.

 Further,
the failure of CMOs to operate in compliance with GMP regulations could result in, among other things, certain product liability claims
in the event such failure to comply results in defective products (containing our drug candidates) that caused injury or harm. In general,
our dependence upon third parties for the supply of our APIs and formulated drug products may adversely affect profit margins and our
ability to develop and deliver viable drug candidates on a timely and competitive basis.

 Termination
or non-renewal of key licenses and agreements.

 Our
business is highly dependent on key licenses and agreements which expire in a short time period. Specifically, in conducting research
and preclinical studies in compliance with current legislation, we substantially rely on the Facchini Drug License, which expires on
December 31, 2025. Health Canada renews drug licenses annually and Dr. Facchini has held the Facchini Drug License since October 5, 1995
and it has been renewed each year without issue. Until Enveric obtains its own Dealer's License or Section 56 Exemption necessary
for its business, the termination, non-renewal or hindrance of use of the Facchini Drug License would have a material adverse effect
on Enveric's ability to develop psychedelic-inspired drug candidate, conduct research or operate its business as it currently does.
This could have a material adverse impact on Enveric's financial condition.

 Negative
results from clinical trials or studies of others and adverse safety events involving our drug candidates.

 From
time to time, studies or clinical trials on various aspects of biopharmaceutical or natural health products ("NHPs") are
conducted by academic researchers, competitors or others. The results of these studies or trials, when published, may have a significant
effect on the market for the biopharmaceutical or NHP that is the subject of the study. The publication of negative results of studies
or clinical trials or adverse safety events related to the psychedelic compounds similar to those used by us in the development of our
psychedelic-inspired drug candidates, or the therapeutic areas in which our drug candidates compete, could adversely affect our share
price and our ability to finance future development of our drug candidates, and our business and financial results could be materially
and adversely affected.

trials of our drug candidates may fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or not otherwise
produce positive results.

 Before
we or third parties (who may license or acquire our drug candidates) are able to obtain marketing approval from regulatory authorities
for the sale of products containing our drug candidates, the completion of preclinical studies in animals and extensive clinical trials
in humans to demonstrate the safety and efficacy of the drug candidates will be required. Clinical testing is expensive and difficult
to design and implement, can take many years to complete and has uncertain outcomes. The outcome of preclinical studies and early clinical
trials may not predict the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final
results. A number of companies in the pharmaceutical, NHP and biotechnology industries have suffered significant setbacks in advanced
clinical trials due to lack of efficacy or unacceptable safety profiles, notwithstanding promising results in earlier trials. We do not
know whether the clinical trials that we or third parties may conduct will demonstrate adequate efficacy and safety to result in regulatory
approval to market any products containing our drug candidates in any jurisdiction. A product/compound candidate may fail for safety
or efficacy reasons at any stage of the testing process. A major risk we face is the possibility that none of the products containing
our drug candidates will successfully gain market approval from Health Canada, the FDA or other regulatory authorities, resulting in
our inability to derive any royalty-based revenue from them.

 Raw
materials requiring regulatory approval

 Some
raw materials used by us will require regulatory approval by Health Canada and the FDA because the plant or fungi may contain a controlled
substance. While we believe that we can acquire, or indirectly make use of, the requisite licenses to conduct our intended research and
development activities, there is a risk that Health Canada and the FDA can either reject or require further action to approve the requisite
licenses which would cause delays or result in losses for us and could result in the abandonment of a specific research programs. Raw
materials and supplies are generally available in quantities to meet the needs of our business. An inability to obtain raw materials
or product supply could have a material adverse impact on our business, financial condition, and results of operations.

 Possible
increase in costs beyond what is currently expected as a result of regulatory review

 Health
Canada, the FDA or other regulatory authorities in foreign jurisdictions have not yet determined whether our psychedelic-inspired drug
candidates will be scheduled as controlled substances. Based on preclinical and/or clinical abuse liability studies, Health Canada, the
FDA or other regulatory authorities may determine that our products are controlled substances and therefore, require additional regulatory
controls. Such additional regulatory requirements may increase our costs and cause a delay in our operations. Further, if Health Canada,
the FDA or other regulatory authorities require that we perform additional preclinical or clinical studies, or if we determine that additional
preclinical or clinical studies are required for our drug candidates, our expenses would further increase beyond what is currently expected
and the anticipated timing of any potential approval of our drug candidates or licensing out agreements would likely be delayed.

 We
have never been profitable, have no products approved for commercial sale, and to date have not generated any revenue.

 We
have never been profitable and we do not expect to be profitable in the foreseeable future. Neither us, nor any third-party partner,
have submitted any products containing our products for approval by regulatory authorities in Canada, the United States or elsewhere.
As of December 31, 2024, we had an accumulated deficit of $106.1 million and accumulated other comprehensive losses of $0.6 million.
To date, we have devoted most of our financial resources to research and development, including drug discovery research, preclinical
development activities, patent application filings and prosecution, and media relation efforts, as well as corporate overhead.

 We
generated no reportable revenues since inception through December 31, 2024, we expect to continue to incur losses for the foreseeable
future, and expect these losses to increase as we continue our product development activities. If our drug candidates and other products
developed do not achieve market acceptance, we may never become profitable. As a result of the foregoing, we expect to continue to experience
net losses and negative cash flows for the foreseeable future. These net losses and negative cash flows have had, and will continue to
have, an adverse effect on our stockholders' equity and working capital.

of the numerous risks and uncertainties associated with drug development, we are unable to accurately predict the timing or amount of
increased expenses or when, or if, we will be able to achieve profitability. In addition, our expenses could increase if we are required
by the FDA, Health Canada or other regulatory authorities in foreign jurisdictions to perform preclinical studies or clinical trials
in addition to those currently expected, or if there are any delays in completing our preclinical studies or the development of any of
our drug candidates or other products. The amount of future net losses will depend, in part, on the rate of future growth of our expenses
and our ability to generate revenues.

 We
have no licensing, marketing or distribution experience and will have to invest significant resources to develop those capabilities or
enter into acceptable third-party sales and marketing transactions.

 We
have no commercial licensing, marketing or distribution experience. To develop commercial licensing, distribution and marketing capabilities,
we will have to invest significant amounts of financial and management resources, some of which will need to be committed prior to any
confirmation that our drug candidates will be approved by the FDA, Health Canada or other regulatory authorities in foreign jurisdictions.
Where we decide to perform commercial licensing, marketing and distribution functions itself or through third parties, we could face
a number of additional risks, including that we or our third-party collaborators may not be able to build and maintain an effective marketing
or sales force. If we use third parties to market and distribute any products arising from our drug candidates, we may have limited or
no control over our commercial licensing, marketing and distribution activities on which our future revenues may depend.

 We
may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

 We
may from time to time seek to enforce our intellectual property rights against infringers when we determine that a successful outcome
is probable and may lead to an increase in the value of the intellectual property. If we choose to enforce our patent rights against
a party, then that individual or company has the right to ask the court to rule that such patents are invalid or should not be enforced.
Additionally, the validity of our patents and the patents we have licensed may be challenged if a petition for post grant proceedings
such as inter-partes review and post grant review is filed within the statutorily applicable time with the Canadian Intellectual Property
Office or the United States Patent and Trademark Office. These lawsuits and proceedings are expensive and would consume time and resources
and divert the attention of managerial and scientific personnel even if we were successful in stopping the infringement of such patents.

 In
addition, there is a risk that the court will decide that such patents are not valid and that we do not have the right to stop the other
party from using the inventions. There is also the risk that, even if the validity of such patents is upheld, the court will refuse to
stop the other party on the ground that such other party's activities do not infringe our intellectual property rights.

 Changes
in patent law and its interpretation could diminish the value of patents in general, thereby impairing our ability to protect our drug
candidates.

 As
is the case with other NHP, biotechnology and pharmaceutical companies, our success is heavily dependent on intellectual property rights,
particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry involves technological and legal complexity,
and obtaining and enforcing biopharmaceutical patents is costly, time consuming and inherently uncertain. The Supreme Court of Canada
and the U.S. Supreme Court have ruled on several patent cases in recent years, either narrowing the scope of patent protection available
in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard
to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents,
once obtained. Depending on decisions by the Canadian House of Representative, the Federal Court of Canada, the Canadian Intellectual
Property Office, U.S. Congress, the federal courts, and the U.S. Patent and Trademark Office and international treaties entered into
by these nations, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain
patents or to enforce patents we may obtain in the future.

 Failure
to manage growth

 As
we advance our drug candidates through preclinical studies and early clinical development and seek business arrangements and partnerships
with third parties to advance our drug candidates through later stage clinical development, we will need to increase our research and
development personnel, scientific, management, and administrative headcount to manage these programs and partnerships. In addition, to
meet obligations as a public company, we may need to increase our general and administrative capabilities and improve our operational
and financial controls and reporting procedures. Our management, personnel and systems currently in place may not be adequate to support
this future growth. In managing our growing operations, we are also subject to the risks of over-hiring and/or overcompensating our employees
and over-expanding our operating infrastructure. As a result, we may be unable to manage our expenses effectively in the future, which
may negatively impact our gross profit or operating expenses.

 Insurance
and uninsured risks

 Our
business is subject to a number of risks and hazards generally, including adverse preclinical trial results, accidents, labor disputes
and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, environmental
damage, delays in operations, monetary losses and possible legal liability.

 Our
insurance may not cover all the potential risks associated with our operations. We may also be unable to maintain insurance to cover
these risks at economically feasible premiums. Insurance coverage may not be available or may not be adequate to cover any resulting
liability. Moreover, insurance against risks such as environmental pollution or other hazards encountered in our operations is not generally
available on acceptable terms. We might also become subject to liability for pollution or other hazards which may not be insured against
or which we may elect not to insure against because of premium costs or other reasons. Losses from these events or any significant uninsured
liability may require us to pay substantial amounts, which would adversely affect our financial position and results of operations.

 Litigation

 We
may become party to litigation from time to time in the ordinary course of business which could adversely affect our business. Should
any litigation in which we become involved be determined against us such a decision could adversely affect our ability to continue operating
and the market price for our shares and could use significant resources. Even if we are involved in litigation and win, litigation can
redirect significant company resources.

 Conflicts
of interest

of our directors and officers do not devote their full time to the affairs of the Company and certain of our directors and officers are
also directors, officers and shareholders of other biotechnology and research and development companies or other public companies in
general, and as a result they may find themselves in a position where their duty to another company conflicts with their duty to the
Company. There is no assurance that any such conflicts will be resolved in favor of the Company. If any such conflicts are not resolved
in our favor we may be adversely affected.

 The
psychedelic- inspired medicines industry and market are relatively new in this industry and the market may not continue to exist or grow
as anticipated.

 We
operate our business in a relatively new industry and market. In addition to being subject to general business risks, we must continue
to build brand awareness in this industry and market through significant investments in our strategy, our operational capacity, quality
assurance and compliance with regulations. In addition, there is no assurance that the industry and market will continue to exist and
grow as currently estimated or anticipated or function and evolve in the manner consistent with management's expectations and assumptions.
Any event or circumstance that adversely affects the psychedelic-inspired medicines industry and market could have a material adverse
effect on our business, financial conditions and results of operations.

 The
psychedelic and psychedelic-inspired medicine market will face specific marketing challenges given the psychedelic products' status
as a controlled substance which resulted in past and current public perception that the products have negative health and lifestyle effects
and have the potential to cause physical and social harm due to psychoactive and potentially addictive effects. Any marketing efforts
by us would need to overcome this perception to build consumer confidence, brand recognition and goodwill

 The
psychedelics-inspired medicines industry and market are relatively new, and the industry may not succeed in the long term.

 We
operate our business in a relatively new industry and market. The use of psychedelic-inspired medicines for medicinal purposes has shown
promise in various studies and we believe that both regulators and the public have an increasing awareness and acceptance of this promising
field. Nevertheless, psychedelics remain a controlled substance in the United States, Canada, and most other jurisdictions and their
use for research and therapeutic purposes remains highly regulated and narrow in scope. There is no assurance that the industry and market
will continue to grow as currently estimated or anticipated or function and evolve in the manner consistent with management's expectations
and assumptions. Any event or circumstance that adversely affects the psychedelic manufacturing and medicines industry and market could
have a material adverse effect on our business, financial condition and results of operations. We have committed and expect to continue
committing significant resources and capital to the development of psychedelic-inspired products for therapeutic uses. As a category
of products, medical-grade psychedelics raw materials and psychedelic-derived APIs, and research into such substances, represent relatively
untested offerings in the marketplace, and we cannot provide assurance that psychedelics as a category, or that our prospective psychedelic-inspired
products, in particular, will achieve market acceptance. Moreover, as a relatively new industry, there are not many established players
in the psychedelic-inspired medicines industry whose business model we can emulate. Similarly, there is little information about comparable
companies available for potential investors to review in making a decision about whether to invest in our common shares.

 Our
psychedelic-inspired drug candidates may generate public controversy. Adverse publicity or public perception regarding the psychedelic-inspired
APIs we intend to utilize may negatively influence our success and that of our prospective investigational therapies.

 Our
ability to establish and grow our business is substantially dependent on the success of the emerging market for psychedelic-inspired
medicines, which will depend upon, among other matters, pronounced and rapidly changing public preferences, factors which are difficult
to predict and over which we have little, if any, control. We and our clients will be highly dependent upon consumer perception of psychedelic-inspired
medicines and other products.

 Therapies
containing controlled substances may generate public controversy. Political and social pressures and adverse publicity could lead to
delays in approval of, and increased expenses for any future therapeutic candidates we may develop. Opponents of these therapies may
seek restrictions on marketing and withdrawal of any regulatory approvals. In addition, these opponents may seek to generate negative
publicity in an effort to persuade the medical community to reject these therapies. For example, we may face media-communicated criticism
directed at our clinical development program. Adverse publicity from psilocybin misuse may adversely affect the commercial success or
market penetration achievable by our product candidates. Anti-psychedelic protests have historically occurred and may occur in the future
and generate media coverage. Political pressures and adverse publicity could lead to delays in, and increased expenses for, and limit
or restrict the introduction and marketing of any future therapeutic candidates.

 The
expansion of the use of psychedelic-inspired medicines in the medical industry may require new clinical research into effective medical
therapies.

in United States and internationally regarding the medical benefits, viability, safety, efficacy, addictiveness, dosing and social acceptance
of psychedelic-inspired products remains in early stages. There have been relatively few clinical trials on the benefits of such products.
Although we believe that the articles, reports and studies support our beliefs regarding the medical benefits, viability, safety, efficacy,
dosing and social acceptance of psychedelic-inspired products, future research and clinical trials may prove such statements to be incorrect,
or could raise concerns regarding, and perceptions relating to, psychedelic-inspired products. Given these risks, uncertainties and assumptions,
readers should not place undue reliance on such articles and reports. Future research studies and clinical trials may draw opposing conclusions
to those stated in this Annual Report or reach negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing,
social acceptance or other facts and perceptions related to psychedelic-inspired products, which could have a material adverse effect
on the demand for our drug candidates with the potential to lead to a material adverse effect on the Company's business, financial
condition and results of operations.

 The
psychedelic-inspired medicine industry is difficult to quantify and investors will be reliant on their own estimates of the accuracy
of market data.

the psychedelic-inspired medicine industry is in a nascent stage with uncertain boundaries, there is a lack of information about comparable
companies available for potential investors to review in deciding about whether to invest in us and, few, if any, established companies
whose business model we can follow or upon whose success we can build. Accordingly, investors will have to rely on their own estimates
in deciding about whether to invest in us. There can be no assurance that our estimates are accurate or that the market size is sufficiently
large for our business to grow as projected, which may negatively impact our financial results.

 The
psychedelic-inspired medicine and biotechnology industries are experiencing rapid growth and increased competition.

 The
psychedelic-inspired medicine and biotechnology industries are undergoing rapid growth and substantial change, which has resulted in
an increase in competitors, consolidation and formation of strategic relationships. Acquisitions or other consolidating transactions
could harm us in a number of ways, including, without limitation, by losing strategic partners if they are acquired by or enter into
relationships with a competitor, losing customers, revenue and market share, or forcing us to expend greater resources to meet new or
additional competitive threats, all of which could harm our operating results.

 Additionally,
the biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change.
We have competitors in Canada, the United States, Europe and other jurisdictions, including, without limitation, major multinational
pharmaceutical companies, established biotechnology companies, specialty pharmaceutical and generic drug companies and universities and
other research institutions. Many of our competitors have greater financial and other resources, such as larger research and development
staff and more experienced marketing and manufacturing organizations than we do. Large pharmaceutical companies, in particular, have
extensive experience in, and substantial capital resources for, conducting research, molecular derivative development, obtaining regulatory
approvals, obtaining intellectual property protection and establishing key relationships. These companies also have significantly greater
sales and marketing capabilities and experience in completing collaborative transactions in our target markets with leading companies
and research institutions.

 Our
competitors may introduce new psychedelic-inspired medicines or develop technological advances that compete with us. We cannot predict
the timing or impact of competitors introducing new psychedelic-inspired medicines or technological advances. Such competing psychedelic-inspired
medicines may be safer, more effective, more effectively marketed, licensed or sold or have lower prices or superior performance features
than our psychedelic-inspired drug candidates, and this could negatively impact our business and results of operations. Established pharmaceutical
companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could
make the psychedelic-inspired drug candidates that we develop obsolete. As a result of all of these factors, our competitors may succeed
in obtaining patent protection or discovering, developing and commercializing psychedelic-inspired medicines before we do or may develop
psychedelic-inspired medicines that are deemed to be more effective or gain greater market acceptance than those of the Company.

 Smaller
or early-stage companies may also prove to be significant competitors, particularly through collaborative transactions with large, established
companies. In addition, many universities and private and public research institutes may become active in the development of novel compounds.
Our competitors may succeed in developing, acquiring or licensing on an exclusive basis, technologies and psychedelic-inspired medicines
that are more effective or less costly than any of the psychedelic-inspired drug candidates that we are currently developing or that
we may develop, which could render our psychedelic-inspired drug candidates obsolete or non-competitive. If our competitors market psychedelic-inspired
medicines that are more effective, safer or less expensive or that reach the market sooner than our psychedelic-inspired drug candidates,
if any, we may not achieve commercial success. In addition, because of our limited resources, it may be difficult for us to stay abreast
of the rapid changes in each technology. If we fail to stay at the forefront of technological change, we may be unable to compete effectively.
Technological advances or products developed by our competitors may render our technologies or psychedelic-inspired drug candidates obsolete,
less competitive or not economical.

 Changes
in legislation, regulations and guidelines.

 Our
operations are subject to various laws, regulations and guidelines relating to, among other things, drug research, development, marketing
practices, health and safety, the conduct of operations and preclinical trials. In addition to FDA or Health Canada restrictions on the
marketing of pharmaceutical products, several other types of state and federal laws have been applied to restrict certain marketing practices
in the pharmaceutical and medical industries in recent years, as well as consulting or other service agreements with physicians or other
potential referral sources. While to the knowledge of management, we are currently in compliance with all such laws, changes to applicable
laws, regulations and guidelines may cause adverse effects to its operations. The risks to the business of the Company represented by
this or similar risks are that they could significantly reduce the addressable market for our psychedelic-inspired drug candidates and
could materially and adversely affect the business, financial condition and results of our operations.

 Risks
Related to Regulatory Matters

 Our
current and prospective product candidates, and the development thereof, are or will be subject to the various federal and state laws
and regulations relating to the safety and efficacy of health products, such as drugs and medical devices.

 We
are in the process of developing investigational new drugs for which we intend to pursue FDA approval via the NDA process. In these product
candidates and synthetic molecules based on psychedelics, such as psilocybin, mescaline and MDMA, will be the active pharmaceutical ingredients.

 In
connection with our development and future commercialization (if applicable) of our prospective products, we, and each contemplated product
candidate, are subject to the Federal Food Drug and Cosmetic Act (FDCA). The FDCA is intended to assure the consumer, in part, that drugs
and devices are safe and effective for their intended uses and that all labeling and packaging is truthful, informative, and not deceptive.
The FDCA and the U.S. Food and Drug Administration (FDA) regulations define the term "drug," in part, by reference to its
intended use, as "articles intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease" and
"articles (other than food) intended to affect the structure or any function of the body of man or other animals." The definition
also includes components of drugs, such as active pharmaceutical ingredients. To be lawfully marketed in the United States, drugs must
generally either receive premarket approval by FDA through the NDA process or conform to a "monograph" for a particular drug
category, as established by FDA's Over-the-Counter (OTC) Drug Review. If the FDA does not award premarket approval for our product
candidates through the NDA process, this will have a material adverse effect on our business, financial condition and results of operations.

 Additionally,
the nature of the active ingredients we intend to utilize in our product candidates subjects us and our development and future commercialization
(as applicable) activities to additional regulatory scrutiny and oversight. In connection with our development and future commercialization
(if applicable) of psychedelic-based product candidates, we and each contemplated product candidate will be subject to the federal Controlled
Substances Act (CSA) and the Controlled Substances Import and Export Act in the United States and analogous state and foreign laws.

 There
is no guarantee that any of our investigational drugs will ever be approved as medicines in any jurisdiction in which the Company operates,
as there are currently very few FDA-approved drugs containing the psychedelic ingredients we intend to utilize as active ingredients.
And, the laws and regulations generally applicable to the industry in which the Company is involved are subject to constant evolution
and may change in ways currently unforeseen. Any amendment to or replacement of existing laws or regulations, including the re-classification
of the substances the Company is developing or with which it is working, which are matters beyond the Company's control, may cause
the Company's business, financial condition, results of operations and prospects to be adversely affected or may cause the Company
to incur significant costs in complying with such changes or it may be unable to comply therewith. A violation of any applicable laws
and regulations of the jurisdictions in which the Company operates could result in significant fines, penalties, administrative sanctions,
convictions or settlements arising from civil proceedings initiated by either government entities in the jurisdictions in which the Company
operates, or private citizens or criminal charges.

 The
psychedelic-inspired drug candidates we are developing or may develop in the future may be subject to controlled substance laws and regulations
in the United States and other countries where the product will be marketed, and failure to comply with these laws and regulations, or
the cost of compliance with these laws and regulations, may adversely affect the results of our business operations and our financial
condition.

 In
the United States, psychedelics, such as psilocybin (and its active metabolite, psilocin), N,N-Dimethyltryptamine ("DMT"),
mescaline and MDMA, are classified by the DEA as a Schedule I substances under the CSA. The DEA regulates chemical compounds as Schedule
I, II, III, IV or V substances. Schedule I substances by-definition have a high potential for abuse, have no currently accepted medical
use in the United States, lack accepted safety for use under medical supervision, and may not be prescribed marketed or sold in the United
States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances
considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse among
such substances. Schedule I and II substances are subject to the strictest controls under the CSA, including manufacturing and procurement
quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II substances is further restricted.
For example, they may not be refilled without a new prescription and may have a black box warning. For any product containing active
ingredients that are Schedule I controlled substances to be available for commercial marketing in the United States, the product must
be scheduled by the DEA to Schedule II, III, IV or V, which requires scheduling-related legislative or administrative action, which can
further delay the path to market. There can be no assurance that the DEA will make a favorable scheduling decision about our psychedelic-inspired
drug candidates. Even assuming categorization as a Schedule II or lower controlled substance (i.e., Schedule III, IV or V), at the federal
level, such substances would also require scheduling determinations under state laws and regulations.

 FDA
approval is also a prerequisite to commercialization, and the controlled-substance status, currently undetermined, of our psychedelic-inspired
APIs may negatively impact the FDA's decision regarding whether to approve the applicable product candidates.

the pre-market review process, the FDA may determine that additional data is needed for one or more of our psychedelic-inspired drug
candidates, either from non-clinical or clinical studies, including with respect to whether, or to what extent, the substance has abuse
potential. This may introduce a delay into the approval and any potential rescheduling process.

 In
addition, therapeutic candidates containing controlled substances are subject to DEA regulations relating to manufacturing, storage,
distribution and physician prescription procedures, including:

 DEA
 registration and inspection of facilities. Facilities conducting research, manufacturing, distributing, importing or exporting, or
 dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping,
 reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. All these facilities must renew their
 registrations annually, except dispensing facilities, which must renew every three years. The DEA conducts periodic inspections of
 certain registered establishments that handle controlled substances. Obtaining and maintaining the necessary registrations may result
 in delay of the importation, manufacturing or distribution of product candidates. Furthermore, failure to maintain compliance with
 the CSA, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a material adverse
 effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary
 registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could
 lead to criminal proceedings.

 State
 controlled-substances laws. Individual U.S. states have also established controlled substance laws and regulations. Though state-controlled
 substances laws often mirror federal law, because the states are separate jurisdictions, they may separately schedule product candidates.
 While some states automatically schedule a drug based on federal action, other states schedule drugs through rule making or a legislative
 action. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling
 could have a material adverse effect on the commercial attractiveness of such product. We or any partners must also obtain separate
 state registrations, permits or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical
 trials or commercial sale, and failure to meet applicable regulatory requirements could lead to enforcement and sanctions by the
 states in addition to those from the DEA or otherwise arising under federal law.

 trials. The abuse liability potential of our psychedelic-inspired drug candidates has not yet been studied. A Human Abuse Potential
 (HAP) study or an equivalent study may determine that, upon regulatory approval, our drug candidate will be a Schedule I controlled
 substance. Therefore, any future research or development activities with the approved drug may require submission of a preclinical
 or clinical protocols to the DEA and obtaining and maintaining a DEA license for each site that uses the approved drug. In that situation,
 if the DEA delays or denies the grant of a researcher registration to one or more research sites, future clinical trials could be
 significantly delayed, and we could lose clinical trial sites.

 Importation.
 If any of our product candidates is approved and classified as a Schedule II, III or IV substance, an importer can only import it
 for commercial purposes if it obtains an importer registration and files an application for an import permit for each import. The
 DEA provides annual assessments/estimates to the International Narcotics Control Board, which guides the DEA in the amounts of controlled
 substances that the DEA authorizes to be imported. The failure to identify an importer or obtain the necessary import authority,
 including specific quantities, could affect the availability of our product candidates and have a material adverse effect on our
 business, results of operations and financial condition. In addition, an application for a Schedule II importer registration must
 be published in the Federal Register, and there is a waiting period for third-party comments to be submitted. It is always possible
 that adverse comments may delay the grant of an importer registration.

 Manufacture.
 If, because of a Schedule II classification or voluntarily, we were to conduct manufacturing or repackaging/relabeling in the United
 States, our contract manufacturers would be subject to the DEA's annual manufacturing and procurement quota requirements.

 Distribution.
 If any of our product candidates is approved for marketing and scheduled under Schedule II, III or IV, we would also need to identify
 wholesale distributors with the appropriate DEA registrations and authority to possess and distribute or dispense such products.

 If
the psychedelic-inspired APIs and formulated drug products that we intend to utilize in the future are determined to be Schedule I controlled
substances under the CSA in the United States and under similar controlled-substance legislation in other countries, any significant
violations of these laws and regulations, or changes in the laws and regulations, may result in interruptions to our development activity
or business continuity.

 The
psychedelic-inspired APIs we intend to utilize have not yet been studied in preclinical or clinical abuse liability studies and may be
categorized as Schedule I controlled substances under the CSA or the state or foreign equivalent and would likely be. illegal without
the requisite regulatory authorizations (e.g., to allow for the use of such substances in clinical trials under an IND and in compliance
with all applicable FDA, DEA, and other regulatory requirements). Violations of any federal, state or foreign laws and regulations could
result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted
by either the federal government or private citizens, or criminal charges and penalties, including, but not limited to, disgorgement
of profits, cessation of business activities, divestiture or prison time. If such were to occur, this could have a material adverse effect
on us, including on our reputation and ability to conduct business, our financial position, operating results, profitability or liquidity,
the potential listing of our shares or the market price of our shares. In addition, it is difficult for us to estimate the time or resources
that would be needed for the investigation or defense of any such matters or our final resolution because, in part, the time and resources
that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such
time or resources could be substantial. It is also illegal to aid or abet such activities or to conspire or attempt to engage in such
activities. An investor's contribution to and involvement in such activities may result in federal civil and/or criminal prosecution,
including, but not limited to, forfeiture of his, her or its entire investment, fines and/or imprisonment.

 Various
federal, state, provincial and local laws govern our business in any jurisdictions in which we may operate, and to which we may export
our products, including laws relating to health and safety, the conduct of our operations, and the production, storage, sale and distribution
of our products. Complying with these laws requires that we comply concurrently with complex federal, state, provincial and/or local
laws. These laws change frequently and may be difficult to interpret and apply. To ensure our compliance with these laws, we will need
to invest significant financial and managerial resources. It is impossible for us to predict the cost of such laws or the effect they
may have on our future operations. A failure to comply with these laws could negatively affect our business and harm our reputation.
Changes to these laws could negatively affect our competitive position and the markets in which we operate, and there is no assurance
that various levels of government in the jurisdictions in which we operate will not pass legislation or regulation that adversely impacts
our business.

 In
addition, even if we or third parties were to conduct activities in compliance with U.S. state or local laws or the laws of other countries
and regions in which we conduct activities, potential enforcement proceedings could involve significant restrictions being imposed upon
us or third parties, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business,
revenue, operating results and financial condition as well as on our reputation and prospects, even if such proceedings conclude successfully
in our favor. In the extreme case, such proceedings could ultimately involve the criminal prosecution of our key executives, the seizure
of corporate assets, and consequently, our inability to continue business operations. Strict compliance with state and local laws with
respect to psilocybin and psilocin does not absolve us of potential liability under U.S. federal law, the Canadian law or EU law, nor
provide a defense to any proceeding which may be brought against us. Any such proceedings brought against us may adversely affect our
operations and financial performance.

 Our
prospective products will be subject to the various federal and state laws and regulations relating to health and safety.

 We
are in the process of developing investigational new drugs for which we intend to pursue FDA approval via the NDA process. In connection
with our development and future commercialization (if applicable) of our products, we and each contemplated product candidate are subject
to the Federal Food Drug and Cosmetic Act (FDCA). The FDCA is intended to assure the consumer, in part, that drugs and devices are safe
and effective for their intended uses and that all labeling and packaging is truthful, informative, and not deceptive. The FDCA and FDA
regulations define the term "drug," in part, by reference to its intended use, as "articles intended for use in the
diagnosis, cure, mitigation, treatment, or prevention of disease" and "articles (other than food) intended to affect the
structure or any function of the body of man or other animals." Therefore, almost any ingested or topical or injectable product
that, through its label or labeling (including internet websites, promotional pamphlets, and other marketing material), that is claimed
to be beneficial for such uses will be regulated by FDA as a drug. The definition also includes components of drugs, such as active pharmaceutical
ingredients. Drugs must generally either receive premarket approval by FDA through the NDA process or conform to a "monograph"
for a particular drug category, as established by FDA's Over-the-Counter (OTC) Drug Review. If the FDA does not award premarket
approval for our product candidates through the NDA process, this could have a material adverse effect on our business, financial condition
and results of operations.

trials are expensive, time-consuming, uncertain and susceptible to change, delay or termination. The results of clinical trials are open
to differing interpretations.

 We
currently have one drug candidate that is in preclinical development for indications such as depression and anxiety. We intend to develop
additional drug candidates targeting other indications, including, for example, addiction and PTSD. After completing the requisite preclinical
testing, submissions to the FDA (namely IND applications), internal review board ("IRB") review, and any other applicable
obligations that must be completed before clinical testing may begin in the United States, we must conduct extensive clinical trials
to demonstrate the safety and efficacy of our product candidates. Clinical testing is expensive, time consuming, and uncertain as to
outcome. We cannot guarantee that any clinical trials will be conducted as planned or completed on schedule, or at all. Failures in connection
with one or more clinical trials can occur at any stage of testing.

 The
FDA and other applicable regulatory agencies may analyze or interpret the results of clinical trials differently than us. Even if the
results of our clinical trials are favorable, the clinical trials for a number of our product candidates are expected to continue for
several years and may take significantly longer to complete. Events that may prevent successful or timely completion of clinical development
include (without limitation):

 in reaching a consensus with regulatory authorities on trial design;

 in reaching agreement on acceptable terms with prospective contract research organization ("CRO") and clinical trial
 sites;

 in sourcing materials and research animals for preclinical testing and correlated testing windows at the appropriate CRO facilities;

 in opening clinical trial sites or obtaining required IRB or independent ethics committee approval at each clinical trial site;

 actual
 or perceived lack of effectiveness of any product candidate during clinical trials;

 discovery
 of serious or unexpected toxicities or side effects experienced by trial participants or other safety issues, such as drug interactions,
 including those which cause confounding changes to the levels of other concomitant medications;

 slower
 than expected rates of subject recruitment and enrollment rates in clinical trials;

 difficulty
 in retaining subjects for the entire duration of applicable clinical studies (as study subjects may withdraw at any time due to adverse
 side effects from the therapy, insufficient efficacy, fatigue with the clinical trial process or for any other reason);

 or inability in manufacturing or obtaining sufficient quantities of materials for use in clinical trials due to regulatory and manufacturing
 constraints;

 inadequacy
 of or changes in our manufacturing process or product candidate formulation;

 in obtaining regulatory authorizations, such as INDs and any others that must be obtained, maintained, and/or satisfied to commence
 a clinical trial, including "clinical holds" or delays requiring suspension or termination of a trial by a regulatory
 agency, such as the FDA, before or after a trial is commenced;

 changes
 in applicable regulatory policies and regulation, including changes to requirements imposed on the extent, nature or timing of studies;

 or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective clinical trial sites;

 uncertainty
 regarding proper dosing;

 delay
 or failure to supply product for use in clinical trials which conforms to regulatory specification;

 unfavorable
 results from ongoing preclinical studies and clinical trials;

 failure
 of our CROs, or other third-party contractors to comply with all contractual requirements or to perform their services in a timely
 or acceptable manner;

 failure
 by us, our employees, our CROs or their employees to comply with all applicable FDA or other regulatory requirements relating to
 the conduct of clinical trials;

 scheduling
 conflicts with participating clinicians and clinical institutions;

 failure
 to design appropriate clinical trial protocols;

 concerns with psychedelics or psychedelic-inspired drug candidates, generally, and the potential for abuse;

 insufficient
 data to support regulatory approval;

 inability
 or unwillingness of medical investigators to follow our clinical protocols;

 difficulty
 in maintaining contact with patients during or after treatment, which may result in incomplete data;

 any
 clinical holds placed on company by regulatory agencies during review process;

 delay
 or failure to supply psychedelic-inspired drug candidate for use in clinical trials due to cross-border or inter-continental shipment
 or customs handling and processing of controlled substances; or

 difficulty
 finding clinical trials sites whose investigators possess the requisite credentials to oversee clinical trials involving a Schedule
 I substance, should such be required.

third-parties we rely on to conduct our operations are subject to regulatory requirements.

 We
rely on third parties to conduct our preclinical studies and expect to use clinical studies in the future. We rely on CROs and clinical
data management organizations to design, conduct, supervise and monitor our preclinical studies and clinical trials. We and our CROs
are required to comply with various regulations, including GCP, which are enforced by regulatory agencies, to ensure that the health,
safety and rights of patients are protected in clinical development and clinical trials, and that trial data integrity is assured. Regulatory
authorities ensure compliance with these requirements through periodic inspections of trial sponsors, principal investigators and trial
sites. Our reliance on third parties that we do not control does not relieve us of these responsibilities and requirements. If we or
any of our CROs fail to comply with applicable requirements, the clinical data generated in our clinical trials may be deemed unreliable
and the FDA or other comparable foreign regulatory authorities may require us to perform additional clinical trials before approving
our marketing applications. Because we rely on third parties, our internal capacity to perform these functions is limited. Outsourcing
these functions involves risk that third parties may not perform to our standards, may not produce results in a timely manner or may
fail to perform at all.

 We
rely on third parties to supply the materials for, and manufacture, our research and development, and preclinical and clinical trial
supplies and APIs, and we expect to continue to rely on third-party manufacturers if we receive regulatory approval for any product candidate.
To the extent that we have existing, or enter into future, manufacturing arrangements with third parties, we will depend on these third
parties to perform their obligations in a timely manner consistent with contractual and regulatory requirements, including those related
to quality control and assurance.

 Difficulty
or delays in enrolling patients in clinical trials may result in delay or prevention of necessary regulatory approvals.

 If
we are unable to locate and enroll a sufficient number of eligible patients to participate in our clinical trials for our product candidates
as required by the FDA or similar regulatory authorities outside the United States, we may not be able to initiate or conduct our trials.
Our inability to enroll a sufficient number of patients for our trials would result in significant delays could require us to postpone
or abandon clinical trials. Enrollment delays may result in increased development costs for our product candidates.

 Any
failure by us to comply with existing regulations could harm our reputation and operating results.

 We
are subject to extensive regulation by U.S. federal and state and foreign governments in each of the U.S., European and Canadian markets,
in which we plan to sell our product candidates. We must adhere to all regulatory requirements, including FDA's Good Laboratory
Practice ("GLP"), GCP, and GMP requirements, pharmacovigilance requirements, advertising and promotion restrictions, reporting
and recordkeeping requirements, and their European equivalents. If we or our suppliers fail to comply with applicable regulations, including
FDA pre-or post-approval requirements, then the FDA or other foreign regulatory authorities could sanction our Company. Even if a drug
is approved by the FDA or other competent authorities, regulatory authorities may impose significant restrictions on a product's
indicated uses or marketing or impose ongoing requirements for potentially costly post-marketing trials.

 Any
of our product candidates which may be approved in the U.S. will be subject to ongoing regulatory requirements for manufacturing, labeling,
packaging, storage, distribution, import, export, advertising, promotion, sampling, recordkeeping and submission of safety and other
post-market information, including both federal and state requirements. In addition, manufacturers and manufacturers' facilities
are required to comply with extensive FDA requirements, including ensuring that quality control and manufacturing procedures conform
to GMP. As such, we and our contract manufacturers (in the event contract manufacturers are appointed in the future) are subject to continual
review and periodic inspections to assess compliance with GMP. Accordingly, we and others with whom we work will have to spend time,
money and effort in all areas of regulatory compliance, including manufacturing, production, quality control and quality assurance. We
will also be required to report certain adverse reactions and production problems, if any, to the FDA, and to comply with requirements
concerning advertising and promotion for our products. Promotional communications with respect to prescription drugs are subject to a
variety of legal and regulatory restrictions and must be consistent with the information in the product's approved label. Similar
restrictions and requirements exist in the European Union and other markets where we operate.

 If
a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency,
or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of the product,
it may impose restrictions on that product or on us, including requiring withdrawal of the product from the market. If we fail to comply
with applicable regulatory requirements, a regulatory agency or enforcement authority may:

 issue
 warning letters;

 impose
 civil or criminal penalties;

 suspend
 regulatory approval;

 suspend
 any of our ongoing clinical trials;

 refuse
 to approve pending applications or supplements to approved applications submitted by us;

 impose
 restrictions on our operations, including by requiring us to enter in to a Corporate Integrity Agreement or closing our contract
 manufacturers' facilities, if any; or

 seize
 or detain products or require a product recall.

 We
may be subject to federal, state and foreign healthcare laws and regulations and implementation of or changes to such healthcare laws
and regulations could adversely affect our business and results of operations.

 If
we successfully complete the requisite preclinical and clinical testing, make the required regulatory submissions and obtain any corresponding
authorizations or licenses (as applicable), fulfill all other applicable development-related regulatory obligations, and, eventually,
obtain FDA approval to market one or more of our current or future product candidates in the United States, we may be subject to certain
healthcare laws and regulations. In both the U.S. and certain foreign jurisdictions, there have been a number of legislative and regulatory
proposals to change the healthcare system in ways that could impact our ability to sell our future product candidates. If we are found
to be in violation of any of these laws or any other federal, state or foreign regulations, we may be subject to administrative, civil
and/or criminal penalties, damages, fines, individual imprisonment, exclusion from federal health care programs and the restructuring
of our operations. Any of these could have a material adverse effect on our business and financial results. Since many of these laws
have not been fully interpreted by the courts, there is an increased risk that we may be found in violation of one or more of their provisions.
Any action against us for violation of these laws, even if we are ultimately successful in our defense, will cause us to incur significant
legal expenses and divert our management's attention away from the operation of our business. In addition, in many foreign countries,
particularly the countries of the European Union, the pricing of prescription drugs is subject to government control.

 In
some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing
drug pricing vary widely from country to country. For example, some European Union jurisdictions operate positive and negative list systems
under which products may only be marketed once a reimbursement price has been agreed. To obtain reimbursement or pricing approval, some
of these countries may require the completion of clinical trials that compare the cost effectiveness of a particular product candidate
to currently available therapies. Other member states allow companies to fix their own prices for medicines but monitor and control company
profits. Such differences in national pricing regimes may create price differentials between European Union member states. There can
be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable
reimbursement and pricing arrangements for any of our products.

 Historically,
products launched in the European Union do not follow price structures of the U.S.. In the European Union, the downward pressure on healthcare
costs in general, particularly prescription medicines, has become intense. As a result, barriers to entry of new products are becoming
increasingly high and patients are unlikely to use a drug product that is not reimbursed by their government.

 We
may face competition from lower-priced products in foreign countries that have placed price controls on pharmaceutical products. In addition,
the importation of foreign products may compete with any future product that we may market, which could negatively impact our profitability.

 An
expansion in the government's role in the U.S. healthcare industry may cause general downward pressure on the prices of prescription
drug products, lower reimbursements or any other product for which we obtain regulatory approval, reduce product utilization and adversely
affect our business and results of operations. Any reduction in reimbursement from Medicare or other government programs may result in
a similar reduction in payments from private payors. The implementation of such cost containment measures and other healthcare reforms
may prevent us from being able to generate revenue, attain profitability, or commercialize any of our future product candidates for which
we may receive regulatory approval.

 There
is a high rate of failure for drug candidates proceeding through clinical trials.

 We
have no products on the market. None of our prospective products or investigational candidates have ever been tested in a human subject.
Our ability to achieve and sustain profitability with respect to our product candidates depends on obtaining regulatory approvals for
and, if approved, successfully commercializing our product candidates, either alone or with third parties. Before obtaining regulatory
approval for the commercial distribution of our product candidates, we or an existing or future collaborator must conduct extensive preclinical
tests and clinical trials to demonstrate the safety, purity and potency of our product candidates.

 Generally,
there is a high rate of failure for drug candidates proceeding through clinical trials. We may suffer significant setbacks in our clinical
trials similar to the experience of a number of other companies in the pharmaceutical and biotechnology industries, even after receiving
promising results in earlier trials. Further, even if we view the results of a clinical trial to be positive, the FDA or other regulatory
authorities may disagree with our interpretation of the data. In the event that we obtain negative results from clinical trials for product
candidates or other problems related to potential chemistry, manufacturing and control issues or other hurdles occur and our future product
candidates are not approved, we may not be able to generate sufficient revenue or obtain financing to continue our operations, our ability
to execute on our current business plan may be materially impaired, and our reputation in the industry and in the investment community
might be significantly damaged. In addition, our inability to properly design, commence and complete clinical trials may negatively impact
the timing and results of our clinical trials and ability to seek approvals for our drug candidates.

 The
testing, marketing and manufacturing of any new drug product for use in the United States will require approval from the FDA. We cannot
predict with any certainty the amount of time necessary to obtain such FDA approval and whether any such approval will ultimately be
granted. Preclinical and clinical trials may reveal that one or more products are ineffective or unsafe, in which event further development
of such products could be seriously delayed or terminated. Moreover, obtaining approval for certain products may require testing on human
subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining FDA or any other necessary
regulatory approvals of any proposed drug and failure to receive such approvals would have an adverse effect on the drug's potential
commercial success and on our business, prospects, financial condition and results of operations. In addition, it is possible that a
proposed drug may be found to be ineffective or unsafe due to conditions or facts that arise after development has been completed and
regulatory approvals have been obtained. In this event, we may be required to withdraw such proposed drug from the market. To the extent
that our success will depend on any regulatory approvals from government authorities outside of the United States that perform roles
similar to that of the FDA, uncertainties similar to those stated above will also exist.

 Serious
adverse events or other safety risks could require us to abandon development and preclude, delay or limit approval of our prospective
products or current or future product candidates, limit the scope of any approved label or market acceptance, or cause the recall or
loss of marketing approval of products that are already marketed.

 If
any of our prospective products or current or future product candidates, prior to or after any approval for commercial sale, cause serious
or unexpected side effects, or are associated with other safety risks such as misuse, abuse or diversion, a number of potentially significant
negative consequences could result, including:

 authorities may interrupt, delay or halt clinical trials;

 authorities may deny regulatory approval of our future product candidates;

 authorities may require certain labeling statements, such as warnings or contraindications or limitations on the indications for
 use, and/or impose restrictions on distribution in the form of a Risk Evaluation and Mitigation Strategy ("REMS") in
 connection with approval or post-approval;

 authorities may withdraw their approval, require more onerous labeling statements, impose a more restrictive REMS, or require it
 to recall any product that is approved;

 we
 may be required to change the way the product is administered or conduct additional clinical trials;

 our
 relationships with our collaboration partners may suffer;

 we
 could be sued and held liable for harm caused to patients; or

 our
 reputation may suffer. The reputational risk is heightened with respect to those of our future product candidates that are being
 developed for pediatric indications.

 Additionally,
in light of the recent budget and staffing cuts at the FDA, the FDA may experience delays reviewing or approving our prospective products
or current or future product candidates, which could impair our ability to commercialize our prospective products or current or future
product candidates and have a material adverse effect on the business, financial condition and operating results of the Company.

 We
may voluntarily suspend or terminate our clinical trials if at any time we believe that the product candidates present an unacceptable
risk to participants, or if preliminary data demonstrates that our future product candidates are unlikely to receive regulatory approval
or unlikely to be successfully commercialized.

 After
completing preclinical testing and obtaining the requisite regulatory authorizations, as applicable, we may voluntarily suspend or terminate
our clinical trials for any number of reasons, including if we believe that a product's use, or a person's exposure to it,
may cause adverse health consequences or death. In addition, regulatory agencies, IRBs or data safety monitoring boards may at any time
recommend the temporary or permanent discontinuation of our clinical trials or request that we cease using investigators in the clinical
trials if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements, or that
they present an unacceptable safety risk to participants. Although we have never been asked by a regulatory agency, IRB or data safety
monitoring board to temporarily or permanently discontinue a clinical trial, if we elect or are forced to suspend or terminate a clinical
trial of any of our future product candidates, the commercial prospects for that product will be harmed and our ability to generate product
revenue from that product may be delayed or eliminated. Furthermore, any of these events may result in labeling statements such as warnings
or contraindications.

 In
addition, such events or labeling could prevent us or our partners from achieving or maintaining market acceptance of the affected product
and could substantially increase the costs of commercializing our future product candidates and impair our ability to generate revenue
from the commercialization of these products either by us or by our collaboration partners.

 Regulatory
risks related to psychedelic-inspired drug candidates

 Successful
execution of our strategy is contingent, in part, upon compliance with regulatory requirements from time to time enacted by governmental
authorities and obtaining all regulatory approvals, where necessary, for the development of our psychedelic-inspired drug candidates.
The abuse liability potential of our psychedelic-inspired drug candidates has not yet been studied in preclinical or clinical studies.
Therefore, Health Canada or the FDA have not yet determined whether our psychedelic-inspired drug candidates will be scheduled as controlled
substances. Based on the studies Health Canada or the FDA or other regulatory authorities may determine that our psychedelic-inspired
drug candidates are controlled substances and therefore, would require classification as a controlled substance with all the requisite
controls.

 Further,
we may not be able to predict the time required to secure all appropriate regulatory approvals for our psychedelic-inspired drug candidates,
or the extent of testing and documentation that may, from time to time, be required by governmental authorities. The impact of compliance
regimes, any delays in obtaining, or failure to obtain regulatory approvals may significantly delay or impact the development of markets,
our business and psychedelic-inspired drug candidates, and licensing initiatives and could have a material adverse effect on the business,
financial condition and operating results of the Company.

 We
will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional
costs for corrective measures, penalties or result in restrictions on our operations. In addition, changes in regulations, more vigorous
enforcement thereof or other unanticipated events could require extensive changes to our operations, increased compliance costs or give
rise to material liabilities, which could have a material adverse effect on the business, financial condition and operating results of
the Company.

 Our
management will be required to devote a substantial time to comply with public company regulations.

 As
a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley
Act of 2002 (the "Sarbanes-Oxley Act"), the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as rules implemented
by the SEC and Nasdaq, impose various requirements on public companies, including those related to corporate governance practices. Our
management and other personnel must devote a substantial amount of time to these requirements. Moreover, these rules and regulations
increase our legal and financial compliance costs and make some activities more time consuming and costly.

 The
Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure
controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial
reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section
404 of the Sarbanes-Oxley Act. Our compliance with these requirements will require that we incur substantial accounting and related expenses
and expend significant management efforts. We have engaged third party consultants to help satisfy the ongoing requirements of Section
404 of the Sarbanes-Oxley Act. The costs of this outsourcing may be material and there can be no assurance that such staff will be immediately
available to us. Moreover, if we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, or if we identify
deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, investors could lose confidence
in the accuracy and completeness of our financial reports, the market price of our common stock could decline and we could be subject
to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management
resources.

 We
have identified a material weakness in our internal control over financial reporting. If we are unable to remediate the material weakness,
or if we experience additional material weaknesses in the future, our business may be harmed.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and
reporting on the effectiveness of our system of internal control. Internal control over financial reporting is a process used to provide
reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external
purposes in accordance with generally accepted accounting principles in the United States. As a public company, we are required to comply
with the Sarbanes-Oxley Act and other rules that govern public companies. In particular, we are required to certify our compliance with
Section 404 of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal
control over financial reporting.

 Our
management performed an assessment of the Company's significant processes and key controls. Based on this assessment, management
concluded that our internal control over financial reporting was not effective as of December 31, 2024 and December 31, 2023 due to the
material weakness related to segregation of duties. As of December 31, 2024 and December 31, 2023, there were control deficiencies which
constituted a material weakness in our internal control over financial reporting. Management has taken, and is taking steps to strengthen
our internal control over financial reporting: we have conducted evaluation of the material weakness to determine the appropriate remedy
and have established procedures for documenting disclosures and disclosure controls.

 Due
to the small size of our Company, we do not maintain sufficient segregation of duties to ensure the processing, review and authorization
of all transactions including non-routine transactions. While we have taken certain actions to address the material weaknesses identified,
additional measures including engaging third-party consultants may be necessary as we work to improve the overall effectiveness of our
internal controls over financial reporting.

 Remediation
efforts place a significant burden on management and add increased pressure to our financial resources and processes. If we are unable
to successfully remediate our existing material weakness or any additional material weaknesses in our internal control over financial
reporting that may be identified in the future in a timely manner, the accuracy and timing of our financial reporting may be adversely
affected; our liquidity, our access to capital markets, the perceptions of our creditworthiness may be adversely affected; we may be
unable to maintain or regain compliance with applicable securities laws, the listing requirements of the Nasdaq Stock Market; we may
be subject to regulatory investigations and penalties; investors may lose confidence in our financial reporting; our reputation may be
harmed; and our stock price may decline.

 Tax
risk

 We
are subject to various taxes in either the United States, Canada and Australia, or all three, including, without limitation, the following:
income taxes, payroll taxes, workers compensation, goods and services tax, sales tax, and land transfer tax. Our tax filings will be
subject to audit by various taxation authorities. While we intend to base its tax filings and compliance on the advice of our tax advisors,
there can be no assurance that our tax filing positions will never be challenged by a relevant taxation authority resulting in a greater
than anticipated tax liability.

 Risks
Related to Our Intellectual Property

 We
may not be able to adequately protect or enforce our intellectual property rights, which could harm our competitive position.

 Our
success will depend, in part, on our ability to obtain and maintain additional patents, protect our trade secrets and operate without
infringing on the proprietary rights of others. We rely upon a combination of patents, trade secret protection (i.e., know-how), and
confidentiality agreements to protect the intellectual property of our future product candidates. The strengths of patents in the pharmaceutical
field involve complex legal and scientific questions and can be uncertain. Where appropriate, we seek patent protection for certain aspects
of our products and technology. Filing, prosecuting and defending patents globally can be prohibitively expensive.

 Our
policy is to look to patent technologies with commercial potential in jurisdictions with significant commercial opportunities. However,
patent protection may not be available for some of the products or technology we are developing. If we must spend significant time and
money protecting, defending or enforcing our patents, designing around patents held by others or licensing, potentially for large fees,
patents or other proprietary rights held by others, our business, results of operations and financial condition may be harmed. We may
not develop additional proprietary products that are patentable.

 The
patent positions of pharmaceutical products are complex and uncertain. The scope and extent of patent protection for our future product
candidates are particularly uncertain. Although we have sought, and will continue to seek, patent protection in the U.S., Europe and
other countries for our proprietary technologies, future product candidates, their methods of use, and methods of manufacture, any or
all of them may not be subject to effective patent protection. If any of our products is approved and marketed for an indication for
which we do not have an issued patent, our ability to use our patents to prevent a competitor from commercializing a non-branded version
of our commercial products for that non-patented indication could be significantly impaired or even eliminated.

 Publication
of information related to our future product candidates by us or others may prevent us from obtaining or enforcing patents relating to
these products and product candidates. Furthermore, others may independently develop similar products, may duplicate our products, or
may design around our patent rights. In addition, any of our issued patents may be opposed and/or declared invalid or unenforceable.
If we fail to adequately protect our intellectual property, we may face competition from companies who attempt to create a generic product
to compete with our future product candidates. We may also face competition from companies who develop a substantially similar product
to our future product candidates that is not covered by any of our patents.

 Many
companies have encountered significant problems in protecting, defending and enforcing intellectual property rights in foreign jurisdictions.
The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other
intellectual property rights, particularly those relating to pharmaceuticals, which could make it difficult for us to stop the infringement
of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent
rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

 Our
success depends on our ability to obtain additional intellectual property and operate without infringing the proprietary rights of others.
Infringement claims by third parties may result in liability for damages or prevent or delay our developmental and commercialization
efforts.

 Our
success and ability to compete depend in part on our ability to obtain additional patents, protect our trade secrets, and operate without
infringing on the proprietary rights of others. If we fail to adequately protect our intellectual property, we may face competition from
companies who develop a substantially similar product to our future product candidates that is not covered by any of our intellectual
property. Many companies have encountered significant problems in protecting, defending, and enforcing intellectual property rights in
foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement
of patents and other intellectual property rights, particularly those relating to pharmaceuticals, which could make it difficult for
us to stop the infringement of our intellectual property and other proprietary rights. There is also a substantial amount of litigation,
both within and outside the U.S., involving patient and other intellectual property rights in the pharmaceutical industry. We may, from
time to time, be notified of claims that we are infringing upon the proprietary rights of third parties, and we cannot provide assurances
that other companies will not, in the future, pursue such infringement claims against it, our commercial partners, or any third-party
proprietary technologies we have licensed.

 We
may be unsuccessful in licensing additional intellectual property to develop new product candidates.

 We
may in the future seek to in-license additional intellectual property that we believe could complement or expand our product candidates
or otherwise offer growth opportunities. The pursuit of such licenses may cause us to incur various expenses in identifying, investigating
and pursuing suitable intellectual property. If we acquire additional intellectual property to develop new therapeutic product candidates,
we may not be able to realize anticipated cost savings or synergies.

 If
third parties claim that intellectual property used by us infringes upon their intellectual property, our operating profits could be
adversely affected.

 There
is a substantial amount of litigation, both within and outside the U.S., involving patent and other intellectual property rights in the
pharmaceutical industry. We may, from time to time, be notified of claims that we are infringing upon patents, trademarks, copyrights
or other intellectual property rights owned by third parties, and we cannot provide assurances that other companies will not, in the
future, pursue such infringement claims against us, our commercial partners or any third-party proprietary technologies we have licensed.
If we were found to infringe upon a patent or other intellectual property right, or if we failed to obtain or renew a license under a
patent or other intellectual property right from a third party, or if a third party that we were licensing technologies from was found
to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, including
damages of up to three times the damages found or assessed, if the infringement is found to be willful, suspend the manufacture of certain
products or reengineer or rebrand our products, if feasible, or we may be unable to enter certain new product markets. Any such claims
could also be expensive and time-consuming to defend and divert management's attention and resources. Our competitive position
could suffer as a result. In addition, if we have declined or failed to enter into a valid non-disclosure or assignment agreement for
any reason, we may not own the invention or our intellectual property, and our products may not be adequately protected. Thus, we cannot
guarantee that any of our future product candidates, or our commercialization thereof, does not and will not infringe any third party's
intellectual property.

 If
we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of our technology and
products could be significantly diminished.

 We
rely on trade secrets to protect our proprietary technologies, especially where it does not believe patent protection is appropriate
or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our current and former
employees, consultants, outside scientific collaborators, sponsored researchers, contract manufacturers, vendors and other advisors to
protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential
information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition,
we cannot guarantee that we have executed these agreements with each party that may have or have had access to our trade secrets. Any
party with whom we or they have executed such an agreement may breach that agreement and disclose our proprietary information, including
our trade secrets, and we may not be able to obtain adequate remedies for such breaches.

 Enforcing
a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome
is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets.
If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent
them, or those to whom they disclose such trade secrets, from using that technology or information to compete with us. If any of our
trade secrets were to be disclosed to or independently developed by a competitor or other third-party, our competitive position would
be harmed.

 We
may not be able to protect our intellectual property rights effectively outside of the United States.

 Filing,
prosecuting and defending patents on all of our product candidates throughout the world would be prohibitively expensive. Therefore,
we choose to file applications and/or obtained patents only in key markets. Competitors may use our technologies in jurisdictions where
we have not obtained patent protection to develop their own products and, further, may be able to export otherwise infringing products
to territories where we have patent protection but where enforcement is not as strong as that in the United States. These products may
compete with our products in jurisdictions where we do not have any issued patents and/or our patent claims or other intellectual property
rights may not be effective or sufficient to prevent them from competing.

 Many
companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions.
The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other
intellectual property protection, particularly those relating to pharmaceuticals, which could make it difficult to stop the infringement
of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent
rights in certain foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our
business and could be unsuccessful.

 Our
financial condition would be adversely impacted if our intangible assets become impaired

 Intangibles
are evaluated quarterly and are tested for impairment at least annually or when events or changes in circumstances indicate the carrying
value of each segment, and collectively the Company taken as a whole, might exceed its fair value. If we determine that the value of
our intangible assets is less than the amounts reflected on our balance sheet, we will be required to reflect an impairment of our intangible
assets in the period in which such determination is made. An impairment of our intangible assets would result in our recognizing an expense
in the amount of the impairment in the relevant period, which would also result in the reduction of our intangible assets and a corresponding
reduction in our stockholders' equity in the relevant period.

 Risks
Related to the Ownership of Our Common Stock

 Our
common stock could be delisted from The Nasdaq Capital Market.

 Our
common stock is currently listed on Nasdaq. However, we cannot assure you that we will be able to comply with the continued listing standards
of Nasdaq. If we fail to comply with the continued listing standards of Nasdaq, our common stock may become subject to delisting. If
Nasdaq delists our common stock from trading on its exchange for failure to meet the continued listing standards, we and our stockholders
could face significant material adverse consequences including, without limitation:

 a
 limited availability of market quotations for our securities;

 a
 determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere
 to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 a
 limited amount of analyst coverage; and

 a
 decreased ability for us to issue additional securities or obtain additional financing in the future.

 The
market price of our common stock may be subject to significant fluctuations and volatility, and our stockholders may be unable to resell
their shares at a profit and incur losses.

 The
market price of our common stock could be subject to significant fluctuation. Market prices for securities of life sciences and biopharma
companies in particular have historically been particularly volatile and have shown extreme price and volume fluctuations that have often
been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general
economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of our common
stock, regardless of our actual operating performance. Some of the factors that may cause the market price of our common stock to fluctuate
include, without limitation:

 investors
 react negatively to the effect on our business and prospects;

 the
 announcement of new products, new developments, services or technological innovations by us or our competitors;

 actual
 or anticipated quarterly increases or decreases in revenue, gross margin or earnings, and changes in our business, operations or
 prospects;

 announcements
 relating to strategic relationships, mergers, acquisitions, partnerships, collaborations, joint ventures, capital commitments, or
 other events by us or our competitors;

 conditions
 or trends in the life sciences and biopharma industries;

 changes
 in the economic performance or market valuations of other life sciences and biopharma companies;

 general
 market conditions or domestic or international macroeconomic and geopolitical factors unrelated to our performance or financial condition;

 sale
 of our common stock by stockholders, including executives and directors;

 volatility
 and limitations in trading volumes of our common stock;

 volatility
 in the market prices and trading volumes of companies in the life sciences and biopharma industries;

 our
 ability to finance our business;

 ability
 to secure resources and the necessary personnel to pursue our plans;

 failures
 to meet external expectations or management guidance;

 changes
 in our capital structure or dividend policy, future issuances of securities, sales or distributions of large blocks of common stock
 by stockholders;

 our
 cash position;

 announcements
 and events surrounding financing efforts, including debt and equity securities;

 analyst
 research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage;

 departures
 and additions of key personnel;

 disputes
 and litigation related to intellectual properties, proprietary rights, and contractual obligations;

 investigations
 by regulators into our operations or those of our competitors;

 changes
 in applicable laws, rules, regulations, or accounting practices and other dynamics; and

 other
 events or factors, many of which may be out of our control.

 In
the past, following periods of volatility in the overall market and the market prices of particular companies' securities, securities
class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could
result in substantial costs and a diversion of our management's attention and resources. Any adverse determination in any such
litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

 We
may issue additional equity securities in the future, which may result in dilution to existing investors.

 To
the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may, from
time to time, sell additional equity securities in one or more transactions at prices and in a manner we determine. If we sell additional
equity securities, existing stockholders may be materially diluted. New investors could gain rights superior to existing stockholders,
such as liquidation and other preferences. In addition, the number of shares available for future grant under our equity compensation
plans may be increased in the future. Also, the exercise or conversion of outstanding options or warrants to purchase shares of capital
stock may result in dilution to our stockholders upon any such exercise or conversion.

stockholders could attempt to influence changes within our Company which could adversely affect our operations, financial condition and
the value of our common stock.

 Our
stockholders may from time to time seek to acquire a controlling stake in our Company, engage in proxy solicitations, advance stockholder
proposals or otherwise attempt to effect changes. Campaigns by stockholders to effect changes at publicly-traded companies are sometimes
led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt, special
dividends, stock repurchases or sales of assets or the entire company. Responding to proxy contests and other actions by activist stockholders
can be costly and time-consuming and could disrupt our operations and divert the attention of our board of directors and senior management
from the operation of our business. These actions could adversely affect our operations, financial condition and the value of our common
stock.

 If
securities analysts do not publish research or reports about our business, or if they publish negative evaluations, the price of our
common stock could decline.

 The
trading market for our common stock will rely in part on the availability of research and reports that third-party industry or financial
analysts publish about our Company. There are many large, publicly traded companies active in the life sciences and biopharma industries,
which may mean it will be less likely that we receive widespread analyst coverage. Furthermore, if one or more of the analysts who do
cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our Company, we
could lose visibility in the market, which in turn could cause our stock price to decline.

 Anti-takeover
provisions under Delaware corporate law may make it difficult for our stockholders to replace or remove our board of directors and could
deter or delay third parties from acquiring our Company, which may be beneficial to our stockholders.

 Under
our Amended and Restated Certificate of Incorporation, we are subject to the anti-takeover provisions of the Delaware General Corporation
Law ("DGCL"), including Section 203 of the DGCL. Under these provisions, if anyone becomes an "interested stockholder,"
we may not enter into a "business combination" with that person for three (3) years without special approval, which could
discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203 of
the DGCL, "interested stockholder" means, generally, someone owning fifteen percent (15%) or more of our outstanding voting
stock or an affiliate of ours that owned fifteen percent (15%) or more of our outstanding voting stock during the past three (3) years,
subject to certain exceptions as described in Section 203 of the DGCL.

 We
do not anticipate paying any cash dividends in the foreseeable future.

 The
current expectation is that we will retain our future earnings, if any, to fund the development and growth of our business. As a result,
capital appreciation, if any, of our common stock will be our stockholders' sole source of gain, if any, for the foreseeable future.

 We
may not be able to maintain an active trading market for our common stock.

 The
listing of our common stock on Nasdaq does not assure that a meaningful, consistent and liquid trading market exists. If an active market
for our common stock does continue, it may be difficult for investors to sell their shares without depressing the market price for the
shares or at all.

 We
maintain our cash at financial institutions, often in balances that exceed federally insured limits.

 The
majority of our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in non-interest-bearing
and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limits. If
such banking institutions were to fail, we could lose all or a portion of those amounts held in excess of such insurance limitations.
While the FDIC took control of one such banking institution, Silicon Valley Bank ("SVB"), on March 10, 2023, and the FDIC
also took control of Signature Bank ("Signature Bank") on March 12, 2023, we did not have any accounts with SVB or Signature
Bank and therefore did not experience any specific risk of loss. The FDIC also announced that account holders would be made whole. Thus,
we do not view the risk as material to our financial condition. However, if such a situation arises again with a financial institution
we bank with, the risk of loss in excess of insurance limitations has generally increased. Any material loss that we may experience in
the future could have an adverse effect on our ability to pay our operational expenses or make other payments and may require us to move
our accounts to other banks, which could cause a temporary delay in making payments to our vendors and employees and cause other operational
inconveniences.

 We
may acquire businesses or products, or form strategic alliances, in the future, and may not realize the benefits of such acquisitions.

 We
may acquire additional businesses or products, form strategic alliances, or create joint ventures with third parties that we believe
will complement or augment our existing business. If we acquire businesses with promising markets or technologies, we may not be able
to realize the benefit of acquiring such businesses if we are unable to successfully integrate them with our existing operations and
company culture. We may encounter numerous difficulties in developing, manufacturing, and marketing any new products resulting from a
strategic alliance or acquisition that delay or prevent us from realizing their expected benefits or enhancing our business. There is
no assurance that, following any such acquisition, we will achieve the synergies expected in order to justify the transaction, which
could result in a material adverse effect on our business and prospects.

 Item
1B. Unresolved Staff Comments

 Not
applicable.

 Item
1C. Cybersecurity

 Cybersecurity
Risk Management and Strategy

 We
have established certain processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated
these processes into our overall risk management strategy. Such processes include physical, procedural and technical safeguards, response
methods, regular tests on our systems, and routine review of our processes to identify risks and enhance our practices. We also use technology-based
tools to mitigate cybersecurity risks and to bolster our employee-based cybersecurity programs. We engage certain external parties, including
consultants and computer security firms to enhance our cybersecurity oversight and provide monthly trainings to our employees. We consider
the internal risk oversight programs of third-party service providers before engaging them in order to help protect our company from
any related vulnerabilities. At this time, we are not aware of any material cybersecurity incidents
that have impacted the Company. For a description of the risks from cybersecurity threats that may materially affect us and how they
may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report.

 Governance

 Our
board of directors is involved in the oversight of our risk management activities, and cybersecurity represents an important element
of our overall approach to risk management. Our board of directors has delegated authority to the Audit Committee to serve as the cybersecurity
oversight body, which works with the chief financial officer to assess and respond to cybersecurity threats. The chief financial officer
meets with the third-party vendors regularly to discuss any issues and updates related to the Company's information technology
environment and reports to the Audit Committee on a quarterly basis.

 Item
2. Properties

 Our
principal corporate office is located at 4851 Tamiami Trail N, Suite 200 Naples, FL 34103. The Company believes our office is in good
condition and is sufficient to conduct our operations. Our principal corporate office is held under a month-to-month operating lease.

 Item
3. Legal proceedings

 The
Company may periodically be involved in legal proceedings, legal actions and claims arising in the ordinary course of business. In the
opinion of management, we do not have any pending litigation that, separately or in the aggregate, have a material adverse effect on
our financial position, results of operations or cash flows.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II. OTHER INFORMATION

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
common stock is traded on the Nasdaq Capital Markets under the symbol "ENVB".

 Holders

 On
March 24, 2025 the Company had approximately 183 stockholders of record. The number
of holders of record is based on the actual number of holders registered on the books of our transfer agent and does not reflect holders
of shares in "street name" or persons, partnerships, associations, corporations, or other entities identified in security
position listings maintained by depository trust companies.

 Dividends

 The
Company has never declared or paid cash dividends on its common stock and has no intention to do so in the foreseeable future.

 Recent
Sales of Unregistered Securities

 None.

 Issuer
Purchases of Equity Securities

 None.

 Item
6. [Reserved]

 Item
7. Management's discussion and analysis of financial condition and results of operations

 References
to the "Company," "our," "us," or "we" in this section titled "Management's
Discussion and Analysis of Financial Condition and Results of Operations of Enveric" refer to Enveric Biosciences, Inc. The following
discussion and analysis of our financial condition and results of operations should be read together with our financial statements and
related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis
or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business
and related financing, includes forward-looking statements involving risks and uncertainties and should be read together with the "Risk
Factors" and the "Cautionary Statement Regarding Forward-Looking Statements" sections of this Annual Report on Form
10-K. Such risks and uncertainties could cause actual results to differ materially from the results described in or implied by the forward-looking
statements contained in the following discussion and analysis.

 Business
Overview

 We
are a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of depression,
anxiety, addiction, and other psychiatric disorders. Leveraging our unique discovery and development platform, the Psybrary, which
houses proprietary information on the use and development of existing and novel molecules for specific mental health indications, Enveric
seeks to develop a robust intellectual property portfolio of novel drug candidates.

 Enveric's
lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment
of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations
in the patient. Enveric unveiled its EVM401 Series on February 25, 2025, which is intended to broaden Enveric's pipeline with additional
non-hallucinogenic molecules and strengthen its ability to target addiction and neuropsychiatric disorders for patients with limited
options. Previously, Enveric was developing the EVM201 Series, and its drug candidate EB-002 (formerly EB-373), for the treatment of
neuropsychiatric disorders. The EVM201 Series comprised next generation synthetic prodrugs of the active metabolite, psilocin. Recently,
Enveric out-licensed the EVM201 Series program to MycoMedica Life Sciences, who will seek to develop, manufacture, and commercialize
EB-002, in exchange for certain development and milestone payments to Enveric (discussed below).

 Neuroplastogens

 Following
our amalgamation with MagicMed in September 2021, we have continued to pursue the development of MagicMed's proprietary library,
the Psybrary, which we believe will help us to identify and develop the right drug candidates needed to address mental health
challenges, including depression, anxiety, and addiction disorders. We synthesize novel phenylalkylamines and indolethylamines, using
a mixture of chemistry and synthetic biology, resulting in the expansion of the Psybrary, which currently includes 20 patent families
with claims covering a million potential molecular structures, over one thousand of which we have so far synthesized in sufficient quantities
to identify and hundreds of which we have screened for receptor binding and other relevant activities.

 The
Company developed certain intellectual property rights around the trademark PsyAI for potential use. On March 6, 2025, Enveric
announced it is soliciting Requests-For Proposals ("RFPs") for the license or sale of its PsyAI trademark portfolio
as a means of maximizing value for an asset which is no longer strategic given the Company's focus on drug development. This limited
portfolio of US and Canadian trademark assets is held by its subsidiary, Enveric Biosciences Canada, Inc. Enveric expects the period
for RFPs to remain open until August 31, 2025, with a decision to follow within three (3) months thereafter.

 At
this stage, we have entered into several non-binding term sheets with strategic partners to out-license certain molecules from the Psybrary.
Going forward, in order to build a pipeline of product candidates, we intend to both continue to internally develop new drug candidates
with associated intellectual property and to acquire, through in-licensing, additional intellectual property from pharmaceutical and
biotechnology companies and research institutions. The in-licensed assets could include both research stage and clinical stage drug candidates.

 While
we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series. The
development status of the product is shown in the table below:

 Product
 Candidates

 Targeted
 Indications

 Status

 Expected
 Next Steps

 EB-003

 Mental
 health indication

 Preclinical
 Development

 IND
 Filing

 Psychedelic-inspired
 drug candidate

 Recent
Developments

 Reverse
Stock Split

 We
effected a 1-for-15 reverse stock split on January 27, 2025, which began trading on a split-adjusted basis on January 29, 2025, pursuant
to which every 15 shares of our issued and outstanding common stock were reclassified as one share of common stock. No fractional shares
were issued as a result of the reverse stock split. Any fractional shares that were to otherwise have resulted from the reverse stock
split were rounded up to the next whole number. The reverse stock split had no impact on the par value of our common stock or the authorized
number of shares of our common stock.

 Nasdaq
Bid Price Deficiency

 On
May 16, 2024, the Company received a letter from Nasdaq notifying the Company that for the prior 30 consecutive business days the bid
price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on Nasdaq pursuant
to Nasdaq Listing Rule 5550(a)(2) ("Bid Price Rule"). The deficiency letter did not result in the immediate delisting of
the Company's common stock from Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial
period of 180 calendar days, until November 12, 2024, to regain compliance with the Bid Price Rule. On November 20, 2024, Nasdaq issued
a delisting notice, indicating that the Company did not satisfy the Bid Price Rule by the compliance date and that unless the Company
requested an appeal of this determination before Nasdaq's listing qualifications panel, our common stock would be scheduled for
delisting from Nasdaq and trading suspended. We appealed the determination before Nasdaq's listing qualifications panel and on
December 30, 2024, the Company received an extension until May 19, 2025, to regain compliance with Bid Price Rule. On March 4, 2025,
the Company received notice from the Nasdaq Office of General Counsel that the Company regained
compliance with the Bid Price Rule.

 License
Agreement with MycoMedica Life Sciences

 On
November 7, 2024, Enveric executed a licensing agreement with MycoMedica Life Sciences, PBC ("MycoMedica"), out-licensing
the Company's EVM201 program, including drug candidate EB-002. Pursuant to the terms of licensing agreement, MycoMedica will seek
to develop, manufacture, and commercialize EB-002, formerly EB-373, a synthetic prodrug of the active metabolite psilocin, for the treatment
of neuropsychiatric disorders such as depression. MycoMedica received an exclusive, global license to the formulations, drugs, method
of use, and medical devices developed by Enveric to utilize the compound. MycoMedica assumed the responsibility for all future preclinical,
clinical, and commercial development on a royalty-bearing basis for all human and animal pharmaceutical applications. As part of the
license agreement, Enveric received a modest upfront payment of $20,000 (recorded as other income), and if certain conditions are met,
will receive development and sales milestones potentially totaling up to $62 million, plus tiered single digit royalties on all future
sales. MycoMedica has the option during the license term to buyout its milestone and royalty payment obligations at a predetermined amount
depending upon the stage of product development and commercialization at the time of the buyout. Further, MycoMedica has the right to
purchase the licensed patents at a nominal amount upon a change of control of Enveric, although doing so does not relieve MycoMedica
of any of its payment obligations. No royalties have been received to date.

 License
Agreement with Aries Science and Technology

 On
July 10, 2024, Akos Biosciences, Inc., a Delaware corporation ("Akos"), wholly-owned subsidiary of Enveric, entered into
an exclusive license agreement with Aries Science and Technology, LLC ("Aries") pursuant to which Akos granted Aries a license
of Akos's patented radiation dermatitis topical product. The license allows Aries to use the patented formulation to develop pharmaceutical
or non-pharmaceutical products for treating radiation dermatitis suitable for administration to humans or animals. The license is exclusive
(subject to certain exceptions contained in the Agreement), worldwide, royalty-bearing, and includes the right to sublicense. Enveric
will be eligible to receive aggregate milestone payments of up to $61 million, as well as tiered royalties on future sales, if all conditions
are met. Aries has the option during the license term, to purchase the rights to each licensed product (on a licensed product-by-licensed
product basis) in the form of an exclusive (as to the applicable licensed product), fully paid, transferable right and license to the
licensed product. No royalties have been received to date.

Distribution Agreement

 On
September 1, 2023, the Company entered into a Distribution Agreement ("Distribution Agreement"), with Canaccord Genuity,
LLC ("Canaccord"), pursuant to which the Company may offer and sell from time to time, through Canaccord as sales agent and/or
principal, shares of common stock of the Company having an aggregate offering price of up to $10.0 million. Due to the offering limitations
applicable to the Company and in accordance with the terms of the Distribution Agreement, the Company may offer common stock having an
aggregate gross sales price of up to $2,392,514 pursuant to the prospectus supplement dated September 1, 2023. Subject to the terms and
conditions of the Distribution Agreement, Canaccord may sell the common stock by any method permitted by law deemed to be an "at-the-market
offering". The Company will pay Canaccord a commission equal to 3.0% of the gross sales price of the common stock sold through
Canaccord under the Distribution Agreement and has also agreed to reimburse Canaccord for certain expenses. The Company may also sell
common stock to Canaccord as principal for Canaccord's own account at a price agreed upon at the time of sale. Any sale of common
stock to Canaccord as principal would be pursuant to the terms of a separate terms agreement between the Company and Canaccord.

the year ended December 31, 2024, the Company issued 111,200 shares of common stock for gross proceeds of $2,392,502 under the Distribution
Agreement, and charged offering costs of $583,713 to additional paid in capital on the consolidated balance sheet. As of December 31,
2024 and 2023, there were deferred offering costs related to the Distribution Agreement of $0 and $171,944, respectively. The Company
does not anticipate issuing further securities pursuant to the Distribution Agreement.

 Lincoln
Park Equity Line

 On
November 3, 2023, the Company entered into a Purchase Agreement (the "Lincoln Park Purchase Agreement") and a registration
rights agreement (the "Registration Rights Agreement"), with Lincoln Park Capital Fund, LLC ("Lincoln Park"),
pursuant to which Lincoln Park has committed to purchase up to $10.0 million of the Company's common stock subject to certain limitations
and satisfaction of the conditions set forth in the Lincoln Park Purchase Agreement.

 Under
the terms and subject to the conditions of the Lincoln Park Purchase Agreement, the Company has the right, but not the obligation, to
sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $10.0 million of the Company's Common Stock (the "Purchase
Shares"). However, such sales of Common Stock by the Company, if any, will be subject to important limitations set forth in the
Lincoln Park Purchase Agreement, including limitations on number of shares that may be sold. Sales may occur from time to time, at the
Company's sole discretion, over the 24-month period commencing on the date that the conditions to Lincoln Park's purchase
obligation set forth in the Lincoln Park Purchase Agreement are satisfied, including that a registration statement on Form S-1 covering
the resale of the shares of the Company's Common Stock that have been and may be issued to Lincoln Park under the Lincoln Park
Purchase Agreement, which the Company has filed with the SEC pursuant to the Registration Rights Agreement, is declared effective by
the SEC and a final prospectus relating thereto is filed with the SEC. As required under the Lincoln Park Purchase Agreement, the Company
registered a resale of 76,032 shares of our common stock, plus the 9,294 commitment shares, by Lincoln Park on a registration statement
on Form S-1 dated November 8, 2023, which was declared effective by the SEC on December 5, 2023. As of July 30, 2024, there were no remaining
shares available to be issued in connection with this registration statement. On September 4, 2024, the Company filed a new registration
statement on Form S-1, which was declared effective by the SEC on September 11, 2024. The new Form S-1 registered an additional 326,667
shares of common stock that are available to be issued to Lincoln Park in connection with the Lincoln Park Purchase Agreement. During
the year ended December 31, 2024, the Company had issued 159,366 shares of common stock, through the Lincoln Park Purchase Agreement
for gross cash proceeds of $1,083,709. As of December 31, 2024 there were 243,334 remaining shares available to be issued in connection
with this amended registration statement. The Company engaged in a best efforts public offering in the first quarter of 2025 (described
below), which restricts the use of the Lincoln Park Equity Line for a period of one year from February 3, 2025.

the purchase price per share to be paid by Lincoln Park for the shares of Common Stock that the Company may elect to sell to Lincoln
Park under the Lincoln Park Purchase Agreement, if any, will fluctuate based on the market prices of the Company's Common Stock
at the time the Company elects to sell shares to Lincoln Park pursuant to the Lincoln Park Purchase Agreement, if any, it is not possible
for us to predict the number of shares of Common Stock that the Company will sell to Lincoln Park the purchase price per share that Lincoln
Park will pay for shares purchased from us or the aggregate gross proceeds that the Company will receive from those purchases by Lincoln
Park.

 Registered
Direct Offerings

 Between
March and May 2024, the Company entered into a series of common stock purchase agreements (the "Purchase Agreements") for
the issuance in a registered direct offering of an aggregate of 45,780 shares of the Company's common stock to certain institutional
investors. The issuance was made in exchange for the permanent and irrevocable waiver of the variable rate transaction limitation contained
in certain inducement offer letters, dated December 28, 2023, between the Company and the institutional investors with respect to any
existing or future agreement by the Company to effect any issuance of shares. The Company did not receive any net proceeds in connection
with the offering. The offering was made to obtain a waiver of the variable rate transaction limitation as described above and further
described in the Purchase Agreements so the Company could utilize its equity line of credit with Lincoln Park, and enter into any future
agreements that involve a variable rate transaction and issue such shares thereunder. The fair value of the shares issued for consideration
of waiving the variable rate transaction limitation was $322,453 and was charged to additional paid in capital, as it is direct and incremental
to the Distribution Agreement, on the unaudited condensed consolidated balance sheet as an offering cost related to the Distribution
Agreement. The fair value of the shares issued for consideration of waiving the variable rate transaction limitation was $448,840 and
was recorded as deferred offering costs, as direct and incremental to the Purchase Agreement, within prepaid expenses and other current
assets on the unaudited condensed consolidated balance sheet related to the Purchase Agreement.

 January
2025 Offering

 On
January 30, 2025, the Company commenced a best efforts public offering (the "Offering") of an aggregate of (i) 1,229,330
shares (the "Shares") of common stock of the Company, (ii) 437,336 pre-funded warrants (the "Pre-Funded Warrants")
to purchase 437,336 shares of common stock (the "Pre-Funded Warrant Shares"), (iii) 1,666,666 Series A warrants (the "Series
A Warrants") to purchase 1,666,666 shares of common stock (the "Series A Warrant Shares"), and (iv) 1,666,666 Series
B warrants (the "Series B Warrants," and together with the Series A Warrants, the "Warrants") to purchase 1,666,666
shares of common stock (the "Series B Warrant Shares"). Each Share or Pre-Funded Warrant was sold together with one Series
A Warrant to purchase one share of common stock and one Series B Warrant to purchase one share of common stock. The offering price for
each Share and accompanying Warrants was $3.00, and the offering price for each Pre-Funded Warrant and accompanying Warrants was $2.9999.
The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and will expire when exercised in full.
Each Warrant has an exercise price of $3.00 per share and will be exercisable immediately upon issuance ("Initial Exercise Date").
The Series A Warrants expire on the five-year anniversary of the Initial Exercise Date. The Series B Warrants expire on the 18-month
anniversary of the Initial Exercise Date.

 The
Offering closed on February 3, 2025. The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as
defined below) and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the exercise of the Warrants,
is approximately $4.2 million. The Company intends to use the net proceeds from the Offering for working capital, EB-003 development,
and general corporate purposes.

 Financial
Overview

 We
are a pre-revenue biotech company that has to date, not generated any revenues. During the year ended December 31, 2024, we raised approximately
$8.0 million from the sales of Common Stock and warrants. These amounts were the primary source of funds upon which our operations were
financed during the year ended December 31, 2024.

and Development Expenses

and development expenses consist primarily of costs incurred for the research and development of our preclinical product candidates,
and include, without limitation:

 employee-related
 expenses, including salaries, benefits and share-based compensation expense;

 expenses
 incurred under agreements with contract research organizations, contract manufacturing organizations, and consultants and other entities
 engaged to support our product research and development activities;

 the
 cost of acquiring, developing and manufacturing materials and lab supplies used in research and development activities;

 facility,
 equipment, depreciation and other expenses, which include, without limitation direct and allocated expenses for rent, maintenance
 of our facilities and equipment, insurance and other supplies;

 costs
 associated with preclinical activities and regulatory operations, including, without limitation, patent related costs;

 consulting
 and professional fees associated with research and development activities.

 We
expense research and development costs to operations as incurred. Research and development activities are central to our business model.
We utilize a combination of internal and external efforts to advance product development from early-stage work to future clinical trial
manufacturing and clinical trial support. External efforts include work with consultants and increasingly substantial work at CROs and
CMOs. We support an internal research and development team in Calgary, Alberta, Canada. To move these programs forward along our development
timelines, a large portion (approximately 75%) of our staff are research and development employees. In January 2024, the Company reduced
its discovery team in Calgary and was primarily focused on the development of EB-002 and EB-003 pipeline assets (until we out-licensed
EB-002 to MycoMedica Lifesciences in November of 2024). Because of the numerous risks and uncertainties associated with product development,
however, we cannot determine with certainty the duration and completion costs of these or other current or future preclinical studies
and clinical trials. The duration, costs and timing of clinical trials and development of our product candidates will depend on a variety
of factors, including the uncertainties of future clinical and preclinical studies, uncertainties in clinical trial enrollment rates
and significant and changing government regulation. In addition, the probability of success for each product candidate will depend on
numerous factors, including competition, manufacturing capability and commercial viability.

 General
and Administrative Expenses

 General
and administrative expenses consist principally of salaries, benefits and related costs such as stock-based compensation for personnel
and consultants in executive, finance, business development, corporate communications and human resource functions, facility costs not
otherwise included in research and development expenses, accounting and audit costs, tax compliance costs, SEC compliance costs, investor
relation costs, training and conference costs, insurance costs and legal fees.

 Stock-Based
Compensation

 A
significant portion of our operating expenses is related to stock-based compensation costs. Stock-based compensation costs were approximately
$1.6 million and $2.2 million for the years ended December 31, 2024 and 2023, respectively.

 Stock-based
compensation consists of restricted stock units ("RSU"), restricted stock awards ("RSA") and options to purchase
shares of the Company's common stock. The Company follows Accounting Standards Codification ("ASC") 718, Compensation
- Stock Compensation, which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted
for using the fair value method. The fair value of RSU or RSA awards is determined by the closing price per share of the Company's
common stock on the date of the award. The Company uses the Black-Scholes option pricing model to determine the grant date fair value
of options issued.

 RSA's
and RSU's may contain vesting conditions that include, without limitation, any or all of the following: immediate vesting, vesting
over a defined time period, vesting based on specific volume weighted average price levels being achieved by the Company's common
stock as publicly traded within specified measurement periods, and vesting based on the achievement of specific performance milestones.
Options contain vesting conditions that provide for vesting over a defined time period.

 The
fair value of RSA's and RSU's and options, is charged to expense, on a straight line basis over the vesting periods defined
in the award agreements, except for the fair value which is attributable to achievement of a specific performance milestones, which are
charged to expense upon achievement of such milestones.

 Results
of Operations

 The
following table sets forth information comparing the components of net loss for the years ended December 31, 2024 and 2023:

 For
 the Years Ended December 31,

 2024

 2023

 Operating
 expenses

 General
 and administrative

 $
 6,453,505

 $
 8,852,021

 and development

 2,841,272

 7,252,437

 Depreciation
 and amortization

 337,489

 343,982

 Total
 operating expenses

 9,632,266

 16,448,440

 Loss
 from operations

 (9,632,266
)

 (16,448,440
)

 Other
 income (expense)

 Inducement
 expense, net

 —

 (1,848,235
)

 in fair value of warrant liabilities

 24,370

 94,396

 in fair value of investment option liability

 21,620

 208,752

 in fair value of derivative liability

 —

 727,000

 Other
 income

 20,000

 —

 Interest
 income, net

 3,708

 Total
 other income (expense)

 66,209

 (814,379
)

 Net
 loss before income taxes

 $
 (9,566,057
)

 $
 (17,262,819
)

 Income
 tax expense

 (8,930
)

 (28,913
)

 Net
 loss

 $
 (9,574,987
)

 $
 (17,291,732
)

 General
and Administrative Expenses

 Our
general and administrative expenses decreased to $6,453,505 for the year ended December 31, 2024 from $8,852,021 for the year ended December
31, 2023, a decrease of $2,398,516, or 27%. This change was primarily driven by decreases in consulting expenses of $1,067,245, salaries
and wages of $623,101, stock compensation expense of $508,785, accounting fees of $345,488, insurance expenses of $193,932, and software
expenses of $183,681. This is offset by an increase in director fees of $223,700, public company fees of $182,643, and Delaware Franchise
Tax expenses of $81,421.

 The
decrease in consulting fees was due to decreased outsourcing to contractors. The decrease in salaries and wages was due to the reduction
in force. The decrease in stock compensation expense was primarily to a reduction in expense related to restricted stock units as a result
of forfeitures and decreased value of new grants as a result of lower stock prices. The decrease in accounting fees was due to a reduction
in technical accounting services. The decrease in insurance expense was due to lower premiums as a result of lower payroll costs. The
decrease in software expenses was due to the down-size in operations of Enveric Canada. The increase in director fees was due to the
addition of a director to the Board during 2024 and cash payments made to each director during the year. The increase in public company
fees was due to an increase in broker fees and other public company filing fees.

and Development Expenses

 Our
research and development expense for the year ended December 31, 2024 was $2,841,272 as compared to $7,252,437 for the year ended December
31, 2023 with a decrease of $4,411,165, or approximately 61%. This decrease was primarily driven by decreased salaries and wages of $1,560,017,
research costs of $1,346,647, CRO costs of $1,247,284, lab expenses of $158,514, tax incentive of $149,262, and rent of $86,098. The
decrease in salaries and wages was due to the reduction in force as a result of the Company's cost reduction plan. The decrease
in research costs and CRO costs was due to the completion of the Australia research and development project during the second quarter
of 2024. The decrease in lab expenses was due to a reduction in research and development during 2024. The decrease in tax incentives
was due to a tax credit received during 2024. The decrease in rent was due to the expiration of the Company's Canadian lease during
2024. These decreases were slightly offset by an increase in consulting fees of $366,060. The increase in consulting fees was due to
certain employees that were hired on a part-time consultant basis to perform certain research and development activities.

 Depreciation
and Amortization Expense

 Depreciation
and amortization expense for the year ended December 31, 2024 was $337,489 as compared to $343,982 for the year ended December 31, 2023,
with a decrease of $6,493, or approximately 2%.

in Fair Value of Warrant Liabilities

in fair value of warrant liabilities for the year ended December 31, 2024 resulted in income of $24,370 as compared to $94,396 for the
year ended December 31, 2023. The change in fair value of warrant liabilities is significantly influenced by the change in the closing
price of Common Stock at the end of each period, as compared to the closing price of Common Stock at the beginning of each period with
a strong inverse relationship between changes in fair value of warrant liabilities and the trading price of Common Stock. The significant
decrease in the Company's stock price during the year ended December 31, 2024 compared to the year ended December 31, 2023, resulted
in the significant decrease to the change in fair value of warrant liabilities.

in Fair Value of Investment Option Liability

in fair value of investment option liability for the year ended December 31, 2024 resulted in income of $21,620 as compared to $208,752
for the year ended December 31, 2023. The change in fair value of investment option liability is significantly influenced by the change
in the closing price of Common Stock at the end of each period, as compared to the closing price of Common Stock at the beginning of
each period with a strong inverse relationship between changes in fair value of warrant liabilities and the trading price of Common Stock.
The significant decrease in the Company's stock price during the year ended December 31, 2024 compared to the year ended December
31, 2023, resulted in the significant decrease to the change in fair value of warrant liabilities.

 Inducement
Expense

 There
was no inducement expense for the year ended December 31, 2024 as compared to $1,848,235 for the year ended December 31, 2023. The expenses
recorded were related to inducement incurred related to the conversion of warrants and investment options that occurred in December 2023.

in Fair Value of Derivative Liability

 The
Company's change in fair value of derivative liability is due to the May 2023 redemption which ceased the probability of occurrence
of the Akos spin-off and Akos Series A Preferred Stock redemption.

 Other
Income

 The
Company's other income during the year ended December 31, 2024 relates to licensing income from the contract with MycoMedica Life
Sciences.

 Going
Concern, Liquidity and Capital Resources

 The
Company has incurred a loss since inception resulting in an accumulated deficit of $106,074,505 as of December 31, 2024 and further losses
are anticipated in the development of its business. Further, the Company had operating cash outflows of $7,726,139 for the year ended
December 31, 2024. For the year ended December 31, 2024, the Company had a loss from operations of $9,632,266. Since inception, being
a research and development company, the Company has not yet generated revenue and the Company has incurred continuing losses from its
operations. The Company's operations have been funded principally through the issuance of debt and equity. These factors raise
substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these
financial statements.

 In
assessing the Company's ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate
sufficient cash flow in the future to support its operating and capital expenditure commitments. At December 31, 2024, the Company had
cash of $2,241,026 and working capital of $1,244,848. The Company's current cash on hand is insufficient to satisfy its operating
cash needs for the 12 months following the filing of this Annual Report on Form 10-K. These conditions raise substantial doubt regarding
the Company's ability to continue as a going concern for a period of one year after the date the financial statements are issued.
Management's plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public
or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined
cash spending. Adequate additional financing may not be available to us on acceptable terms, or at all. Should the Company be unable
to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures including delaying or discontinuing
certain operating activities.

 As
a result of these factors, management has concluded that there is substantial doubt about the Company's ability to continue as
a going concern for a period of one year after the date of the financial statements. The Company's consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Cash
Flows

 Since
inception, we have primarily used our available cash to fund our product development and operations expenditures.

 Cash
Flows for the Years Ended December 31, 2024 and 2023

 The
following table sets forth a summary of cash flows for the years presented:

 For
 the Years Ended December 31,

 2024

 2023

 Net
 cash used in operating activities

 $
 (7,726,139
)

 $
 (14,094,411
)

 Net
 cash provided by investing activities

 —

 11,667

 Net
 cash provided by (used in) financing activities

 7,673,834

 (1,343,141
)

 Effect
 of foreign exchange rate on changes on cash

 5,354

 (10,022
)

 Net
 decrease in cash

 $
 (46,951
)

 $
 (15,435,907
)

 Operating
Activities

 Net
cash used in operating activities was $7,726,139 during the year ended December 31, 2024, which consisted primarily of a net loss adjusted
for non-cash items of $7,302,896, a decrease in prepaid expenses of $178,496, an increase in due to related parties of $232,891 and a
decrease in accounts payable and accrued liabilities of $834,630.

 Net
cash used in operating activities was $14,094,411 during the year ended December 31, 2023, which consisted primarily of a net loss adjusted
for non-cash items of $13,919,661, an increase in prepaid expenses and other current assets of $6,857, a decrease in accounts payable
and accrued liabilities of $103,848, and a decrease in right-of-use operating lease asset and obligation of $64,045.

 Investing
Activities

 Net
cash provided by investing activities was $0 during the year ended December 31, 2024.

 Net
cash used in investing activities was $11,667 during the year ended December 31, 2023, which consisted of the purchase of property and
equipment, offset by proceeds from sale of property and equipment.

 Financing
Activities

 Net
cash provided by financing activities was $7,673,834 during the year ended December 31, 2024, which consisted of $1,804,819 in proceeds
from the subscription receivable related to issuance of Inducement Warrants and the exercise of warrants and preferred investment options,
$2,676,980 in proceeds from the exercise of Inducement Warrants, $2,290,186 in proceeds from commons stock sold under the Distribution
Agreement, net of offering costs, $1,083,706 in proceeds from common stock sold under the Purchase Agreement, net of offering costs,
offset by the payment of offering costs previously accrued of $181,857.

 Net
cash used in financing activities was $1,343,141 during the year ended December 31, 2023, which consisted of $1,052,057 for the redemption
of Series A Preferred Stock and the payment of offering costs previously accrued of $291,084.

 Critical
Accounting Estimates

 Our
management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation
of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect
the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting estimates are those estimates
that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely
to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from
our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances,
and we evaluate these estimates on an ongoing basis. Significant areas requiring management's estimates and assumptions include
determining the fair value of transactions involving common stock, the valuation of warrants and preferred investment options, the valuation
of stock-based compensation and accruals associated with third party providers supporting research and development efforts. Actual results
could differ from those estimates.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Our
primary market risk exposure is foreign currency exchange rate risk. From inception through December 31, 2024, the Company's reporting
currency is the United States dollar while the functional currency of certain of the Company's subsidiaries were the Canadian dollar
and Australian dollar. For the reporting periods ended December 31, 2024 and December 31, 2023, the Company engaged in a number of transactions
denominated in Canadian dollars and Australian dollars. As a result, the Company is subject to exposure from changes in the exchange
rates of the Canadian dollar and Australian dollar against the U.S. dollar.

 The
Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed
to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations
in the future.

 Item
8. Financial Statements and Supplementary Data

 The
information required by this Item 8 is incorporated by reference to the Annual Report on Form 10-K beginning on page F-1.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports we file or
submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified under the rules and
forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such
information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosures. A material weakness is a deficiency, or combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual
or interim financial statements will not be prevented or detected on a timely basis.

 As
required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive) and
Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based on this evaluation, and in light
of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act)
were not effective as of December 31, 2024.

 Limitations
on Internal Control over Financial Reporting

 An
internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations
are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though
not eliminate, this risk.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange
Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding
the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally
accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our
assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made
only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial
statements.

 Under
the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer)
and Chief Financial Officer (our principal financial officer and principal accounting officer), we performed an assessment of the Company's
significant processes and key controls. Based on this assessment, management concluded that our internal control over financial reporting
was not effective as of December 31, 2024 due to the material weaknesses described below.

 A
material weakness in internal control over financial reporting is a deficiency or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis. We determined that our internal control over financial reporting
had the following material weaknesses:

 We
 were unable to document, formalize, implement and revise where necessary controls, policies and procedure documentation to evidence
 a system of controls, inclusive of IT controls, including testing of such controls that is consistent with our current personnel
 and available resources;

 We
 failed to document, maintain and test effective control activities over our control environment, risk assessment, information technology
 and monitoring components;

 We
 had insufficient segregation of duties, oversight of work performed and lack of compensating controls in our finance and accounting
 functions, including, without limitation, the processing, review and authorization of all routine and non-routine transactions, due
 to limited personnel and resources.

 The
Company is evaluating these weaknesses to determine the appropriate remedy. Because disclosure controls and procedures include those
components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, management also determined
that its disclosure controls and procedures were not effective as a result of the foregoing material weaknesses in its internal control
over financial reporting.

 Changes
in Internal Control over Financial Reporting

 As
of December 31, 2024, the Company is in process of remediating its material weaknesses and designing an effective internal control environment,
however it has not yet remediated its material weaknesses.

 Remediation
efforts to address material weaknesses in internal controls

 We
 engaged information technology experts who designed and implemented a secure, cloud based, server and IT environment with controlled
 access, monitoring, help desk and a user training protocol;

 We
 installed and implemented third party software that provides improved control, approvals and segregation of duties over the purchase
 to pay operation cycle;

 We
 engaged third party subject matter experts who are providing independent supervision of accounting staff, transaction processing,
 reconciliations and financial statement preparation, resulting in improved segregation of duties;

 We
 engaged third party subject matter experts who are assisting in the financial reporting function, with such activities, including,
 without limitation, preparation, review and reconciliation of financial reports, research of technical accounting issues/transactions,
 performing various checklists to ensure compliance with GAAP and SEC requirements, with all such activities resulting in improved
 segregation of duties.

 Previously,
 we engaged third party subject matter experts to assist in the design and documentation of an internal control environment meeting
 those requirements and criteria established in the COSO 2013 Internal Control Integrated Framework, but as of December 31, 2024 we
 did not have any third party subject matter experts engaged.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 We
incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement on Schedule 14A for our
2025 Annual Meeting of Stockholders ("Proxy Statement"), which will be filed no later than 120 days after December 31, 2024.

 Item
11. Executive Compensation

 We
incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than
120 days after December 31, 2024.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 We
incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than
120 days after December 31, 2024.

 Item
13. Certain Relationships and Related Transactions and Director Independence

 We
incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than
120 days after December 31, 2024.

 Item
14. Principal Accountant Fees and Services

 We
incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than
120 days after December 31, 2024.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules

 The
following documents are filed as part of this Annual Report on Form 10-K:

 (1)
Financial Statements:

 Report of Independent Registered Accounting Firm (PCAOB Firm ID: Marcum LLP # 688)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Mezzanine Equity and Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)
Financial Statement Schedules:

 None.
Financial statement schedules have not been included because they are not applicable, or the information is included in the consolidated
financial statements or notes thereto.

 (3)
Exhibits:

 See
"Index to Exhibits" for a description of our exhibits.

 Item
16. Form 10–K Summary

 Not
applicable.

TO EXHIBITS

 Exhibit
 No.

 Description

 2.1

 Share
 Purchase Agreement, dated January 10, 2020, by and between AMERI Holdings, Inc. and Ameri100, Inc. (incorporated by reference to
 Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Commission on January 13, 2020)

 2.2

 Tender
 Offer Support Agreement and Termination of Amalgamation Agreement, dated August 12, 2020, by and among AMERI Holdings, Inc., Jay
 Pharma Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C. Unlimited Liability Company and Barry Kostiner, as the Ameri representative
 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on August
 12, 2020)

 2.3

 Amendment
 No. 1 To Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated December 18, 2020, by and among Ameri, Jay
 Pharma Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C. Unlimited Liability Company and Barry Kostiner, as the Ameri representative
 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on December
 18, 2020)

 2.4

 Amalgamation
 Agreement, dated May 24, 2021, by and among Enveric Biosciences, Inc., 1306432 B.C. LTD., 1306436 B.C. LTD., and MagicMed Industries,
 Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Commission on May
 24, 2021)

 3.1

 Amended
 and Restated Certificate of Incorporation of Enveric Biosciences, Inc. (incorporated by reference to Exhibit 3.1 to the Company's
 Current Report on Form 8-K, filed with the Commission on January 6, 2021)

 3.2

 of Amendment to Amended and Restated Certificate of Incorporation of Enveric Biosciences, Inc. (incorporated by reference to Exhibit
 3.2 to the Company's Current Report on Form 8-K, filed with the Commission on January 6, 2021)

 3.3

 of Amendment of Amended and Restated Certificate of Incorporation of Enveric Biosciences, Inc. (incorporated by reference to Exhibit
 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on July 14, 2022)

 3.4

 of Amendment of Amended and Restated Certificate of Incorporation of Enveric Biosciences, Inc. (incorporated by reference to Exhibit
 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on January 21, 2025)

 3.5

 Amended
 and Restated Bylaws of Enveric Biosciences, Inc. (incorporated by reference to Exhibit 3.4 to the Company's Current Report
 on Form 8-K, filed with the Commission on January 6, 2021)

 3.6

 Amendment
 to the Amended and Restated Bylaws of Enveric Biosciences, Inc. (incorporated by reference to Exhibit 3.1 to the Company's
 Current Report on Form 8-K, filed with the Commission on November 18, 2021)

 3.7

 of Designations of Series B Preferred Stock of Enveric Biosciences, Inc. (incorporated by reference to Exhibit 3.3 to the Company's
 Current Report on Form 8-K, filed with the Commission on January 6, 2021)

 3.8

 of Designation of the Series C Preferred Stock of the Company, dated May 4, 2022 (incorporated by reference to Exhibit 3.1 to the
 Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on May 4, 2022, File No. 000-26460)

 3.9

 of Amendment of Certificate of Designation of the Series C Preferred Stock of the Company, dated May 17, 2022 (incorporated by reference
 to Exhibit 3.2 to the Company's Registration Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
 May 17, 2022, File No. 000 26460)

 4.1

 Description
 of Securities (incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K, filed with the Securities
 and Exchange Commission on March 31, 2023)

 4.2

 Form
 of Pre-Funded Warrant (issued in connection with January 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.1
 to the Company's Current Report on Form 8-K, filed with the Commission on January 12, 2021)

 4.3

 Form
 of Warrant (issued in connection with January 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.2 to the Company's
 Current Report on Form 8-K, filed with the Commission on January 12, 2021)

 4.4

 Form
 of Warrant (issued in connection with February 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.1 to the
 Company's Current Report on Form 8-K, filed with the Commission on February 11, 2021)

 4.5

 Form
 of Series B Warrant (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K filed with the Commission
 on April 1, 2021)

 4.6

 Form
 of MagicMed Warrant Certificate (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed
 with the Securities and Exchange Commission on September 17, 2021)

 4.7

 Form
 of Common Stock Purchase Warrant (in connection with February 2022 Offering) (incorporated by reference to Exhibit 4.1 to the Company's
 Current Report on Form 8-K, filed with the Commission on February 15, 2022)

 4.8

 Form
 of RD Pre-Funded Warrant (in connection with July 2022 Offering) (incorporated by reference to Exhibit 4.1 to the Company's

 4.9

 Form
 of PIPE Pre-Funded Warrant (in connection with July 2022 Offering) (incorporated by reference to Exhibit 4.2 to the Company's

 4.1

 Form
 of RD Preferred Investment Option (in connection with July 2022 Offering) (incorporated by reference to Exhibit 4.3 to the Company's

 4.11

 Form
 of PIPE Preferred Investment Option (in connection with July 2022 Offering) (incorporated by reference to Exhibit 4.4 to the Company's

 4.12

 Form
 of Wainwright Warrant (in connection with July 2022 Offering) (incorporated by reference to Exhibit 4.5 to the Company's Current
 Report on Form 8-K, filed with the Commission on July 26, 2022)

 4.13

 Form
 of Inducement Warrant (in connection with December 2023 Offering) (incorporated by reference to Exhibit 4.1 to the Company's
 Current Report on Form 8-K, filed with the Commission on December 29, 2023)

 4.14

 Form
 of Pre-Funded Warrant (in connection with January 2025 Offering) (incorporated by reference to Exhibit 4.14 to the Company's
 Registration Statement on Form S-1/A, filed with the Commission on January 30, 2025)

 4.15

 Form
 of Series A Warrant (in connection with January 2025 Offering) (incorporated by reference to Exhibit 4.15 to the Company's
 Registration Statement on Form S-1/A, filed with the Commission on January 30, 2025)

 4.16

 Form
 of Series B Warrant (in connection with January 2025 Offering) (incorporated by reference to Exhibit 4.16 to the Company's
 Registration Statement on Form S-1/A, filed with the Commission on January 30, 2025)

 4.17

 Form
 of Placement Agent Warrant (in connection with January 2025 Offering) (incorporated by reference to Exhibit 4.17 to the Company's
 Registration Statement on Form S-1/A, filed with the Commission on January 30, 2025)

 10.1#

 Employment
 Agreement between Kevin Coveney and the Company, effective March 13, 2023 (incorporated by reference to Exhibit 10.1 to the Company's
 Current Report on Form 8-K, filed with the Commission on February 28, 2023)

 10.2

 Form
 of Securities Purchase Agreement (entered into in connection with the May 5, 2022 Private Placement) (incorporated by reference to
 Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on May 11, 2022)

 10.3

 of the Designations, Preferences and Rights of Akos Series A Convertible Preferred Stock (incorporated by reference to Exhibit 10.2
 to the Company's Current Report on Form 8-K, filed with the Commission on May 11, 2022)

 10.4

 Form
 of Registration Rights Agreement (entered into in connection with the May 5, 2022 Private Placement) (incorporated by reference to
 Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the Commission on May 11, 2022)

 10.5

 Form
 of Warrant (entered into in connection with the May 5, 2022 Private Placement) (incorporated by reference to Exhibit 10.4 to the
 Company's Current Report on Form 8-K, filed with the Commission on May 11, 2022)

 10.6

 Form
 of Warrant Amendment (in connection with the July 2022 Offerings) (incorporated by reference to Exhibit 10.4 to the Company's

 10.7#

 First
 Amendment to the Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's
 Current Report on Form 8-K, filed with the Commission on July 14, 2022)

 10.8

 Form
 of Warrant Amendment (in connection with July 2022 Offering) (incorporated by reference to Exhibit 10.4 to the Company's Current
 Report on Form 8-K, filed with the Commission on July 26, 2022)

 10.9

 Form
 of Securities Purchase Agreement (in connection with July 2022 Offering) (incorporated by reference to Exhibit 10.1 to the Company's

 10.10

 Form
 of Securities Purchase Agreement (in connection with July 2022 Offering) (incorporated by reference to Exhibit 10.2 to the Company's

 10.11

 Form
 of Registration Rights Agreement (in connection with July 2022 Offering) (incorporated by reference to Exhibit 10.3 to the Company's

 10.12#

 Enveric
 Biosciences, Inc. 2020 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Current
 Report on Form 8-K, filed with the Commission on January 6, 2021)

 10.13#

 Form
 of RSU Award Agreement (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the
 Commission on January 6, 2021)

 10.14#

 Form of RSA Award Agreement*

 10.15

 Form
 of Securities Purchase Agreement, dated January 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference
 to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on January 12, 2021)

 10.16

 Form
 of Registration Rights Agreement, dated January 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference
 to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Commission on January 12, 2021)

 10.17

 Letter
 Agreement, dated January 11, 2021, by and between the Company and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.3
 to the Company's Current Report on Form 8-K, filed with the Commission on January 12, 2021)

 10.18

 Form
 of Securities Purchase Agreement, dated February 9, 2021, by and among the Company and the purchasers thereto (incorporated by reference
 to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on February 11, 2021)

 10.19

 Form
 of Registration Rights Agreement, dated February 9, 2021, by and among the Company and the purchasers thereto (incorporated by reference
 to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Commission on February 11, 2021)

 10.20

 Exclusive
 License Agreement, between the Company and Diverse Biotech, Inc., dated March 5, 2021 (incorporated by reference to Exhibit 10.6
 the Company's Quarterly Report on Form 10-Q, filed with the Commission on May 17, 2021)

 10.21

 Form of Voting and Support Agreement, dated as of May 24, 2021, by and among Enveric Biosciences, Inc. and certain shareholders of MagicMed Industries Inc. named therein (incorporated by reference to Annex B-1 to the Company's Proxy Statement/Prospectus, filed with the Commission on August 6, 2021)

 10.22

 Form of Voting Agreement, dated as of May 24, 2021, by and among MagicMed Industries Inc. and certain shareholders of Enveric Biosciences, Inc. named therein (incorporated by reference to Annex B-2 to the Company's Proxy Statement/Prospectus, filed with the Commission on August 6, 2021)

 10.23

 Form of Lock-Up Agreement, dated as of May 24, 2021, by and among Enveric Biosciences, Inc. and certain shareholders of MagicMed Industries Inc. named therein (incorporated by reference to Annex C-1 to the Company's Proxy Statement/Prospectus, filed with the Commission on August 6, 2021)

 10.24

 Form of Lock-Up/Leak-Out Agreement, dated as of May 24, 2021, by and among Enveric Biosciences, Inc. and certain shareholders of MagicMed Industries Inc. named therein (incorporated by reference to Annex C-2 to the Company's Proxy Statement/Prospectus, filed with the Commission on August 3, 2021)

 10.25#

 Employment Agreement between Joseph Tucker and Enveric Biosciences, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2021)

 10.26#

 Employment Agreement between Peter Facchini and Enveric Biosciences, Inc. (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2021)

 10.27#

 MagicMed Stock Option Plan, as amended September 10, 2021 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2021)

 10.28***

 Form of Termination of Prior Agreements and Mutual Release (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed with the Commission on May 15, 2023)

 10.29

 Distribution Agreement, dated September 1, 20123, by and among the Company and Canaccord Genuity, LLC (incorporated by reference
 to Exhibit 1.1 to the Company's Current Report on Form 8-K, filed with the Commission on September 1, 2023)

 10.30

 Purchase
 Agreement, dated November 3, 2023, by and among the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit
 10.1 to the Current Report on Form 8-K, filed with the Commission on November 6, 2023)

 10.31

 Registration
 Rights Agreement, dated November 3, 2023, by and among the Company and Lincoln Park Capital Fund, LLC (incorporated by reference
 to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Commission on November 6, 2023)

 10.32

 Form
 of Inducement Warrant, dated December 28, 2023, by and among the investors thereto (incorporated by reference to Exhibit 10.1 to
 the Company's Current Report on Form 8-K, filed with the Commission on December 29, 2023)

 10.33

 Form
 of Common Stock Purchase Agreement, dated March 8, 2024, between Enveric Biosciences, Inc. and the investors set forth therein (incorporated
 by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2024)

 10.34

 Form
 of Common Stock Purchase Agreement, dated May 3, 2024, between Enveric Biosciences, Inc. and the investors set forth therein (incorporated
 by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Commission on May 3, 2024)

 10.35

 Form
 of Securities Purchase Agreement (incorporated by reference to Exhibit 10.33 to the Company's Registration Statement on Form
 S-1/A, filed with the Commission on January 30, 2025)

 10.36***

 Exclusive License Agreement, dated July 10, 2024, between Akos Biosciences, Inc. and Aries Science and Technology, LLC (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the Commission on November 14, 2024)

 10.37***

 Exclusive License Agreement, dated November 7, 2024, between Enveric Biosciences, Inc. and MycoMedica Life Sciences, PBC*

 Code
 of Ethics (incorporated by reference to Exhibit 14 to the Company's Annual Report on Form 10-K, filed with the Commission on
 March 26, 2024)

 Policy
 on Insider Trading (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K, filed with the Commission
 on March 26, 2024)

 Subsidiaries*

 23.1

 Consent of independent registered public accountant – Marcum LLP*

 31.1

 Certification
 pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer*

 31.2

 Certification
 pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Financial and Accounting Officer*

 Certification
 pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer, Principal Financial and Accounting
 Officer**

 Clawback
 Policy (incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K, filed with the Commission on March
 26, 2024)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 ***

 confidential portions of this Exhibit were omitted by means of marking such portions

 with
 brackets ("[***]") because the identified confidential portions (i) are not material
 and (ii) would be competitively harmful if publicly disclosed.

 #

 Management
 contract or compensatory plan or arrangement.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

 BIOSCIENCES, INC.

 March

 By:

 /s/
 Joseph Tucker

 Joseph
 Tucker, Ph. D.

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 March

 By:

 /s/
 Joseph Tucker

 Joseph
 Tucker, Ph. D.

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 March

 By:

 /s/
 Kevin Coveney

 Kevin
 Coveney

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 March

 By:

 /s/
 Michael Webb

 Michael
 Webb

 March

 By:

 /s/
 George Kegler

 George
 Kegler

 March

 By:

 /s/
 Marcus Schabacker

 Marcus
 Schabacker, Ph. D., M.D.

 March

 By:

 /s/
 Frank Pasqualone

 Frank
 Pasqualone

 March

 By:

 /s/
 Sheila DeWitt

 Sheila
 DeWitt, Ph. D.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 Enveric
Biosciences, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Enveric Biosciences, Inc. (the "Company") as of December 31,
2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in mezzanine equity and shareholders'
equity and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024
and 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described
in Note 1, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.
These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
 Marcum LLP

 We
have served as the Company's auditor since 2021.

 Morristown,
New Jersey March 28, 2025

 F- 1

BALANCE SHEETS

 2024

 2023

 As of December 31,

 2024

 2023

 ASSETS

 Current assets:

 Cash

 $
 2,241,026

 $
 2,287,977

 Prepaid expenses and other current assets

 493,558

 1,293,554

 Total current assets

 2,734,584

 3,581,531

 Other assets:

 Property and equipment, net

 305,777

 507,377

 Intangible assets, net

 42,182

 210,932

 Total other assets

 347,959

 718,309

 Total assets

 $
 3,082,543

 $
 4,299,840

 LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $
 521,747

 $
 1,218,783

 Due to related parties

 232,891

 —

 Accrued liabilities

 732,010

 1,075,643

 Investment option liability

 1,988

 23,608

 Warrant liability

 1,100

 25,470

 Total current liabilities

 1,489,736

 2,343,504

 Commitments and contingencies (Note 12)

 -

 -

 Mezzanine equity

 Series C redeemable preferred stock, $ 0.01 par value, 100,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 —

 —

 Redeemable non-controlling interest

 —

 —

 Total mezzanine equity

 —

 —

 Shareholders' equity

 Preferred stock, $ 0.01 par value, 20,000,000 shares authorized; Series B preferred stock, $ 0.01 par value, 3,600,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 —

 —

 Common stock, $ 0.01 par value, 100,000,000 shares authorized, 678,002 and 182,625 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 6,780

 1,827

 Additional paid-in capital

 108,255,049

 100,841,416

 Stock subscription receivable

 —

 ( 1,817,640
)

 Accumulated deficit

 ( 106,074,505
)

 ( 96,499,518
)

 Accumulated other comprehensive loss

 ( 594,517
)

 ( 569,749
)

 Total shareholders' equity

 1,592,807

 1,956,336

 Total liabilities, mezzanine equity, and shareholders' equity

 $
 3,082,543

 $
 4,299,840

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 2

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 2024

 2023

 For the Years Ended December 31,

 2024

 2023

 Operating expenses

 General and administrative

 $
 6,453,505

 $
 8,852,021

 Research and development

 2,841,272

 7,252,437

 Depreciation and amortization

 337,489

 343,982

 Total operating expenses

 9,632,266

 16,448,440

 Loss from operations

 ( 9,632,266
)

 ( 16,448,440
)

 Other income (expense)

 Inducement expense, net

 —

 ( 1,848,235
)

 Change in fair value of warrant liabilities

 24,370

 94,396

 Change in fair value of investment option liability

 21,620

 208,752

 Change in fair value of derivative liability

 —

 727,000

 Other income

 20,000

 —

 Interest income, net

 3,708

 Total other income (expense)

 66,209

 ( 814,379
)

 Net loss before income taxes

 ( 9,566,057
)

 ( 17,262,819
)

 Income tax expense

 ( 8,930
)

 ( 28,913
)

 Net loss

)

 ( 17,291,732
)

 Less preferred dividends attributable to non-controlling interest

 —

 Less deemed dividends attributable to accretion of embedded derivative at redemption value

 —

 Net loss attributable to shareholders

)

 ( 17,458,761
)

 Other comprehensive loss

 Foreign currency translation

 ( 24,768
)

 ( 33,015
)

 Comprehensive loss

 $
 ( 9,599,755
)

 $
 ( 17,491,776
)

 Net loss per share - basic and diluted

 $
 ( 19.04
)

 $
 ( 121.29
)

 Weighted average shares outstanding, basic and diluted

 502,900

 143,938

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY

 -
 -

 Receivable

 Deficit

 Loss

 FOR THE YEAR ENDED DECEMBER 31, 2024

 Common Stock

 Additional Paid-In

 Subscription

 Accumulated

 Accumulated Other Comprehensive

 Total

 Shareholders'

 Receivable

 Deficit

 Loss

 Balance at January 1, 2024

 -
 -

 182,625

 $
 1,827

 $
 100,841,416

 $
 ( 1,817,640
)

 $
 ( 96,499,518
)

 $
 ( 569,749
)

 $
 1,956,336

 Common stock sold under the Equity Distribution Agreement, net of offering costs of $ 583,713

 111,200

 1,112

 1,807,677

 —

 —

 —

 1,808,789

 Issuance of direct offering shares (see Note 8)

 45,780

 770,835

 —

 —

 —

 771,293

 Exercise of Inducement Warrants for common stock

 130,267

 1,303

 2,675,677

 —

 —

 —

 2,676,980

 —

 —

 1,562,392

 —

 —

 —

 1,562,392

 Issuance of common shares for vested RSU

 1,830

 ( 18
)

 —

 —

 —

 —

 Proceeds from the subscription receivable related to the issuance of Inducement Warrants, net of offering costs of $ 12,821

 —

 —

 ( 12,821
)

 280,500

 —

 —

 267,679

 Proceeds from the subscription receivable related to the exercise of warrants and preferred investment options and issuance of common stock in abeyance

 46,934

 ( 469
)

 1,537,140

 —

 —

 1,537,140

 Common stock sold under the Purchase Agreement, net of offering costs of $ 471,756

 159,366

 1,593

 610,360

 —

 —

 —

 611,953

 Foreign exchange translation loss

 —

 —

 —

 —

 —

 ( 24,768
)

 ( 24,768
)

 Net loss

 -
 -

 —

 —

 —

 —

)

 —

)

 Balance at December 31, 2024

 -
 -

 678,002

 $
 6,780

 $
 108,255,049

 $
 —

 $
 ( 106,074,505
)

 $
 ( 594,517
)

 $
 1,592,807

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY

 Receivable

 Deficit

 Loss

 FOR THE YEAR ENDED DECEMBER 31, 2023

 Redeemable Non-controlling Interest

 Total Mezzanine

 Common Stock

 Additional Paid-In

 Subscription

 Accumulated

 Accumulated Other Comprehensive

 Total

 Shareholders'

 Receivable

 Deficit

 Loss

 Balance at January 1, 2023

 1,000

 $

 $

 138,554

 $
 1,386

 $
 94,415,058

 $
 —

 $
 ( 79,207,786
)

 $
 ( 536,734
)

 $
 14,671,924

 Balance

 1,000

 $

 $

 138,554

 $
 1,386

 $
 94,415,058

 $
 —

 $
 ( 79,207,786
)

 $
 ( 536,734
)

 $
 14,671,924

 Preferred dividends attributable to redeemable non-controlling interest

 —

 —

 —

 ( 19,041
)

 —

 —

 —

 ( 19,041
)

 Accretion of embedded derivative to redemption value

 —

 —

 —

 ( 147,988
)

 —

 —

 —

 ( 147,988
)

 Redemption of Series A preferred stock

 ( 1,000
)

 ( 1,052,057
)

 ( 1,052,057
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 2,150,160

 —

 —

 —

 2,150,160

 Issuance of common shares for vested RSU

 —

 —

 —

 6,910

 ( 69
)

 —

 —

 —

 —

 Issuance of common shares for deferred offering costs

 —

 —

 —

 9,294

 255,014

 —

 —

 —

 255,107

 Issuance of Inducement Warrants, net of offering costs of $ 239,302

 —

 —

 —

 —

 —

 1,967,424

 ( 280,500
)

 —

 —

 1,686,924

 Induced conversion of warrants and preferred investment options

 —

 —

 —

 —

 —

 683,997

 —

 —

 —

 683,997

 Exercise of warrants and preferred investment options

 —

 —

 —

 27,867

 1,536,861

 ( 1,537,140
)

 —

 —

 —

 Foreign exchange translation loss

 —

 —

 —

 —

 —

 —

 —

 —

 ( 33,015
)

 ( 33,015
)

 Net loss

 —

 —

 —

 —

 —

 —

 —

 ( 17,291,732
)

 —

 ( 17,291,732
)

 Balance at December 31, 2023

 —

 $
 —

 $
 —

 182,625

 $
 1,827

 $
 100,841,416

 $
 ( 1,817,640
)

 $
 ( 96,499,518
)

 $
 ( 569,749
)

 $
 1,956,336

 Balance

 —

 $
 —

 $
 —

 182,625

 $
 1,827

 $
 100,841,416

 $
 ( 1,817,640
)

 $
 ( 96,499,518
)

 $
 ( 569,749
)

 $
 1,956,336

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

STATEMENTS OF CASH FLOWS

 2024

 2023

 For the Years Ended December 31,

 2024

 2023

 Cash Flows From Operating Activities:

 Net loss

 $
)

 $
 ( 17,291,732
)

 Adjustments to reconcile net loss to cash used in operating activities

 Change in fair value of warrant liability

 ( 24,370
)

 ( 94,396
)

 Change in fair value of investment option liability

 ( 21,620
)

 ( 208,752
)

 Change in fair value of derivative liability

 —

 ( 727,000
)

 1,562,392

 2,150,160

 Inducement expense

 —

 1,848,235

 Deferred offering costs expensed

 418,200

 —

 Amortization of right of use asset

 —

 64,048

 Amortization of intangibles

 168,750

 168,754

 Depreciation expense

 168,739

 175,228

 Gain on disposal of property and equipment

 —

 ( 4,206
)

 Change in operating assets and liabilities:

 Prepaid expenses and other current assets

 178,496

 ( 6,857
)

 Accounts payable and accrued liabilities

 ( 834,630
)

 ( 103,848
)

 Due to related parties

 232,891

 —

 Right-of-use operating lease asset and obligation

 —

 ( 64,045
)

 Net cash used in operating activities

 ( 7,726,139
)

 ( 14,094,411
)

 Cash Flows From Investing Activities:

 Purchases of property and equipment

 —

 ( 5,180
)

 Proceeds from disposal of property and equipment

 —

 16,847

 Net cash provided by investing activities

 —

 11,667

 Cash Flows From Financing Activities:

 Proceeds from the subscription receivable related to the issuance of Inducement Warrants and the exercise of warrants and preferred investment options

 1,804,819

 —

 Proceeds from exercise of Inducement Warrants

 2,676,980

 —

 Proceeds from common stock sold under the Equity Distribution Agreement, net of offering costs

 2,290,186

 —

 Proceeds from common stock sold under the Purchase Agreement, net of offering costs

 1,083,706

 —

 Payment for offering costs previously accrued

 ( 181,857
)

 —

 Payment for equity distribution offering costs

 —

 ( 291,084
)

 Redemption of Series A Preferred Stock

 —

 ( 1,052,057
)

 Net cash provided by (used in) financing activities

 7,673,834

 ( 1,343,141
)

 Effect of foreign exchange rate on changes on cash

 5,354

 ( 10,022
)

 Net decrease in cash

 ( 46,951
)

 ( 15,435,907
)

 Cash at beginning of year

 2,287,977

 17,723,884

 Cash at end of year

 $
 2,241,026

 $
 2,287,977

 Supplemental disclosure of cash flow transactions:

 Cash paid for interest

 $
 —

 $
 —

 Income taxes paid

 $
 5,000

 $
 9,507

 Non-cash financing and investing activities:

 Stock subscription receivable

 $
 —

 $
 1,817,640

 Offering costs accrued not paid

 $
 —

 $
 182,724

 Warrants issued for offering costs

 $
 —

 $
 77,991

 Issuance of common shares for offering costs

 $
 771,293

 $
 255,107

 Deferred offering costs charged to offering costs

 $
 612,000

 $
 —

 Induced conversion of warrants and preferred investment options

 $
 —

 $
 683,997

 Preferred dividends attributable to redeemable non-controlling interest

 $
 —

 $

 Accretion of embedded derivative to redemption value

 $
 —

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 NOTES

 NOTE
1. BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES

 Nature
of Operations

 Enveric
Biosciences, Inc. ("Enveric" or the "Company") is a biotechnology company dedicated to the development of novel
neuroplastogenic small-molecule therapeutics for the treatment of depression, anxiety, addiction, and other psychiatric disorders. The
head office of the Company is located in Naples, Florida. The Company has the following wholly-owned subsidiaries: Jay Pharma Inc. ("Jay
Pharma"), 1306432 B.C. Ltd., 1236567 B.C. Unlimited Liability Company, MagicMed Industries, Inc. ("MagicMed"), Enveric
Biosciences Canada Inc., Akos Biosciences, Inc. ("Akos"), and Enveric Therapeutics, Pty. Ltd. ("Enveric Therapeutics").

 Enveric's
lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment
of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations
in the patient. Previously, Enveric was developing the EVM201 Series, and its lead drug candidate EB-002 (formerly EB-373), for the treatment
of neuropsychiatric disorders. The EVM201 series comprised next generation synthetic prodrugs of the active metabolite, psilocin. Recently,
Enveric out-licensed the EVM201 Series program to MycoMedica Life Sciences, who will seek to develop, manufacture, and commercialize
EB-002, in exchange for certain development and milestone payments to Enveric. Our primary focus is to develop our lead asset EB-003
in the EVM301 Series.

 Reverse
Stock Split

 The
Company effected a 1-for-15 reverse stock split ("Reverse Stock Split") on January 27, 2025, which began trading on a split-adjusted
basis on January 29, 2025, pursuant to which every 15 shares of the Company's issued and outstanding common stock were reclassified
as one share of common stock. The Reverse Stock Split had no impact on the par value of the Company's common stock or the authorized
number of shares of common stock. Unless otherwise indicated, all share and per share information in these consolidated financial statements
are retroactively adjusted to reflect the Reverse Stock Split, prior to the rounding of any fractional shares. Any fractional share resulting
from the Reverse Stock Split were rounded up to the next whole number of shares, upon which 87,131 roundup shares were issued in January
2025.

 Going
Concern, Liquidity and Other Uncertainties

 The
Company has incurred losses since inception resulting in an accumulated deficit of $ 106,074,505 as of December 31, 2024 and further losses
are anticipated in the development of its business. Further, the Company has operating cash outflows of $ 7,726,139 for the year ended
December 31, 2024. For the year ended December 31, 2024, the Company had a loss from operations of $ 9,632,266. Since inception, being
a research and development company, the Company has not yet generated revenue and the Company has incurred continuing losses from its
operations. The Company's operations have been funded principally through the issuance of equity. These factors raise substantial
doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these consolidated
financial statements.

 In
assessing the Company's ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate
sufficient cash flow in the future to support its operating and capital expenditure commitments. At December 31, 2024, the Company had
cash of $ 2,241,026 and working capital of $ 1,244,848. In January 2025, the Company raised net proceeds of approximately $ 4.2 million
from a public stock offering. See Note 14. The Company's current cash on hand is not sufficient enough to satisfy its operating
cash needs for the 12 months from the filing of this Annual Report on Form 10-K. These conditions raise substantial doubt regarding the
Company's ability to continue as a going concern for a period of one year after the date the consolidated financial statements
are issued. Management's plan to alleviate the conditions that raise substantial doubt include raising additional working capital
through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as
well as disciplined cash spending. Adequate additional financing may not be available to the Company on acceptable terms, or at all.
Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake further cost-cutting measures
including delaying or discontinuing certain operating activities.

 As
a result of these factors, management has concluded that there is substantial doubt about the Company's ability to continue as
a going concern for a period of one year after the date of the consolidated financial statements are issued. The Company's consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 F- 7

 NOTES

 Nasdaq
Notice

 On
May 16, 2024, the Company received a letter from Nasdaq notifying the Company that for the prior 30 consecutive business days the bid
price for the Company's common stock had closed below the minimum $ 1.00 per share requirement for continued inclusion on Nasdaq
pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). The deficiency letter did not result in the immediate
delisting of the Company's common stock from Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided
an initial period of 180 calendar days, until November 12, 2024, to regain compliance with the Bid Price Rule. On November 20, 2024,
Nasdaq issued a delisting notice, indicating that the Company did not satisfy the Bid Price Rule by the compliance date and that unless
the Company requested an appeal of this determination before Nasdaq's listing qualifications panel, the Company's common
stock would be scheduled for delisting from Nasdaq and trading suspended. The Company appealed the determination before Nasdaq's
listing qualifications panel and on December 30, 2024, the Company received an extension until May 19, 2025, to regain compliance with
Bid Price Rule. The Company has applied for a second 180-day compliance period. The Company conducted the Reverse Stock Split on January
27, 2025, which became effective January 29, 2025, in order to regain compliance with the Minimum Bid Price Requirement. The Company
has notified NASDAQ on February 11, 2025 that the Company has completed steps to cure the deficiency and regain compliance. On March
4, 2025, the Company received notice from the Nasdaq Office of General Counsel that the Company regained compliance with the Bid Price
Rule.

 NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation and Principal of Consolidation

 The
accompanying consolidated financial statements have been prepared in accordance and in conformity with U.S. generally accepted accounting
principles ("GAAP") and the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")
regarding consolidated financial information. All intercompany transactions have been eliminated in consolidation.

 Use
of Estimates

 The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported.
By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such
estimates in future periods could be significant. Significant areas requiring management's estimates and assumptions include determining
the fair value of transactions involving common stock, the valuation of warrants and preferred investment options, the valuation of stock-based
compensation and accruals associated with third party providers supporting research and development efforts. Actual results could differ
from those estimates.

Currency Translation

 From
inception through December 31, 2024, the reporting currency of the Company was the United States dollar while the functional currency
of certain of the Company's subsidiaries was the Canadian dollar or the Australian dollar. For the years ended December 31, 2024
and 2023, the Company engaged in a number of transactions denominated in Canadian dollars and Australian dollars. As a result, the Company
is subject to exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the United States dollar.

 The
Company translates the assets and liabilities of its Canadian subsidiaries and Australian subsidiary into the United States dollar at
the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during
each monthly period. Unrealized translation gains and losses are recorded as foreign currency translation gain (loss), which is included
in the consolidated statements of shareholders' equity as a component of accumulated other comprehensive loss.

 The
Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed
to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations
in the future.

 Adjustments
that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other comprehensive
loss in the consolidated statements of operations and comprehensive loss as incurred.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The
Company did not have any cash equivalents as of December 31, 2024 and 2023.

 F- 8

 NOTES

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which at times, may exceed the federal depository insurance coverage of $ 250,000 in the United States, AUD$ 250,000 in Australia and C$ 100,000
in Canada. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant
risks on such accounts. As of December 31, 2024, the Company had greater than $ 250,000 at United States financial institutions, less
than AUD$ 250,000 at Australian financial institutions, and less than C$ 100,000 at Canadian financial institutions. As of December 31, 2023,
the Company had greater than $ 250,000 at United States financial institutions, less than AUD$ 250,000 at Australian financial institutions,
and greater than C$ 100,000 at Canadian financial institutions.

 Comprehensive
Loss

 Comprehensive
loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains,
and losses that under GAAP are recorded as an element of shareholders' equity but are excluded from net loss. Other comprehensive
loss consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency.

 Intangible
Assets

 Intangible
assets consist of a license agreement. The cost of license agreements is amortized over the economic life of the license. The Company
assesses the carrying value of its intangible assets for impairment each year.

 Property
& Equipment

 Property
and equipment are recorded at cost. Major property additions, replacements, and betterments are capitalized, while maintenance and repairs
that do not extend the useful lives of an asset or add new functionality are expensed as incurred. Depreciation and amortization are
recorded using the straight-line method over the respective estimated useful lives of the Company's long-lived assets. The estimated
useful lives are typically 3 to 5 years for office furniture and equipment and are depreciated on a straight-line basis.

 Deferred
Offering Costs

 The
Company allocates offering costs to the different components of the capital raise on a pro rata basis. Any offering costs allocated to
common stock are charged directly to additional paid-in capital. Any offering costs allocated to warrant liabilities are charged to general
and administrative expenses on the Company's consolidated statement of operations and comprehensive loss.

 The
Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs ("ASC 340") and SAB 5A -
Expenses of Offering. Offering costs, which consist mainly of legal, accounting and consulting fees directly attributable to the
issuance of an equity contract to be classified in equity are recorded as a reduction in equity. For the year ended December 31, 2024,
the Company incurred $ 494,292 in deferred offering costs in connection with the Equity Distribution Agreement (the "Distribution
Agreement"), with Canaccord Genuity LLC ("Canaccord") and the Purchase Agreement (the "Purchase Agreement")
with Lincoln Park Capital Fund, LLC ("Lincoln Park"). These deferred offering costs were proportionately offset against the
total proceeds from the issuance of common stock available under the agreements and the Company expensed any remaining balance of deferred
offering costs when the agreements were terminated. As of December 31, 2024, the Company expensed the remaining balance of deferred offering
costs related to Lincoln Park as the Company no longer intends to use this purchase agreement, reflected in general and administration
expenses in the accompanying consolidated statement of operations. As of December 31, 2024, the balance of deferred offering costs is
$ 0.

 For
the year ended December 31, 2023, the Company incurred $ 567,603 in deferred offering costs in connection with the Distribution Agreement,
with Canaccord and the Purchase Agreement with Lincoln Park. These deferred offering costs will be proportionately offset against the
total proceeds from the issuance of common stock available under the agreements and the Company will expense any remaining balance of
deferred offering costs if the agreements are terminated. For the year ended December 31, 2023, there were no issuances of common stock
under the agreements resulting in the deferral of offering costs.

 Warrant
Liability and Investment Options

 The
Company evaluates all of its financial instruments, including issued stock purchase warrants and investment options, to determine if
such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 "Distinguishing
Liabilities from Equity" ("ASC 480") and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815").
The Company accounts for warrants and investment options for shares of the Company's common stock that are not indexed to its own
stock as derivative liabilities at fair value on the consolidated balance sheets. The Company accounts for common stock warrants and
investment options with put options as liabilities under ASC 480. Such warrants and investment options are subject to remeasurement at
each consolidated balance sheet date and any change in fair value is recognized as a component of other expense on the consolidated statements
of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration
of such common stock warrants and investment options. At that time, the portion of the warrant liability and investment options related
to such common stock warrants will be reclassified to additional paid-in capital.

 F- 9

 NOTES

 Modification
and Inducement of Warrants and Investment Options

 A
change in any of the terms or conditions of warrants is accounted for as a modification. For a warrant modification accounted for under
ASC 815, the effect of a modification shall be measured as the difference between the fair value of the modified warrant over the fair
value of the original warrant immediately before its terms are modified, measured based on the fair value of the shares and other pertinent
factors at the modification date. The accounting for incremental fair value of warrants is based on the specific facts and circumstances
related to the modification. When a modification is directly attributable to equity offerings, the incremental change in fair value of
the warrants are accounted for as equity issuance costs.

 The
Company accounts for the inducement to exercise warrants in accordance with ASC Subtopic 470-20-40 "Debt with Conversion and Other
Options" ("ASC 470-20-40"). ASC 470-20-40 requires the recognition through earnings of an inducement charge equal to
the fair value of the consideration delivered in excess of the consideration issuable under the original conversion terms. Therefore,
the Company recognized a loss on the warrant inducement for the incremental change of the warrants related to the reduced exercise price
and the issuance of new warrants as these components induced the holders to exercise the warrants.

 Derivative
Liability

 The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as assets or liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the
fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such
instruments should be recorded as assets or liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities
are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date.

and Development

and development expenses are charged to operations as incurred. Research and development expenses include, among other things, internal
and external costs associated with preclinical development, pre-commercialization manufacturing expenses, and clinical trials. The Company
accrues for costs incurred as the services are being provided by monitoring the status of the trial or services provided and the invoices
received from its external service providers. In the case of clinical trials, a portion of the estimated cost normally relates to the
projected cost to treat a patient in the trials, and this cost is recognized based on the number of patients enrolled in the trial. As
actual costs become known, the Company adjusts its accruals accordingly.

and Development Tax Incentive Receivable

 The
Company, through its wholly-owned subsidiary in Australia, participates in the Australian research and development tax incentive program,
such that a percentage of the Company's qualifying research and development expenditures are reimbursed by the Australian government,
and such incentives are reflected as a reduction of research and development expense. The Australian research and development tax incentive
is recognized when there is reasonable assurance that the incentive will be received, the relevant expenditure has been incurred and
the amount of the consideration can be reliably measured. At each period end, management estimates the reimbursement available to the
Company based on available information at the time.

 Income
Taxes

 The
Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes
is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income.
Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets
and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

 The
Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that
some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws
that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management's opinion, adequate
provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances
or reversals of reserves may be necessary.

 Tax
benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.
A liability for "unrecognized tax benefits" is recorded for any tax benefits claimed in the Company's tax returns that
do not meet these recognition and measurement standards. As of December 31, 2024 and 2023, no liability for unrecognized tax benefits
was required to be recorded.

 F- 10

 NOTES

 The
Company's policy for recording interest and penalties associated with tax audits is to record such items as a component of operating
expenses. There were no amounts accrued for penalties and interest for the years ended December 31, 2024 and 2023. The Company does not
expect its uncertain tax positions to change during the next twelve months. Management is currently unaware of any issues under review
that could result in significant payments, accruals or material deviations from its position.

 The
Company has identified its United States, Canadian and Australian federal tax returns, and its state and provincial tax returns in Florida,
Massachusetts, New Jersey, Pennsylvania, and Ontario, CA as its "major" tax jurisdictions. The Company is in the process
of filing its United States federal and state, Australian federal, and Canadian corporate tax returns for the year ended December 31,
2024. Net operating losses for these periods will not be available to reduce future taxable income until the returns are filed.

 Stock-Based
Compensation

 The
Company follows ASC 718, Compensation - Stock Compensation, which addresses the accounting for stock-based payment transactions, requiring
such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the more
readily measurable of the estimated fair value of the stock award and the estimated fair value of the service. The Company uses the Black-Scholes
option-pricing model to determine the grant date fair value of certain stock-based awards under ASC 718. The assumptions used in calculating
the fair value of stock-based awards represent management's reasonable estimates and involve inherent uncertainties and the application
of management's judgment. Fair value of restricted stock units or restricted stock awards is determined by the closing price per
share of the Company's common stock on the date of award grant.

 The
estimated fair value is amortized as a charge to earnings on a straight-line basis, for awards or portions of awards that do not require
specified milestones or performance criteria as a vesting condition and also depending on the terms and conditions of the award, and
the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in line with
the period over which it was earned. For employees and consultants, this is typically considered to be the vesting period of the award.
The Company accounts for forfeitures as they occur.

 The
estimated fair value of awards that require specified milestones or recipient performance are charged to expense when such milestones
or performance criteria are probable to be met.

 Restricted
stock units, restricted stock awards, and stock options are granted at the discretion of the Compensation Committee of the Company's
board of directors (the "Board of Directors"). These awards are restricted as to the transfer of ownership and generally
vest over the requisite service periods, typically over a 12 to 48-month period. A significant portion of these awards may include vesting
terms that include, without limitation, defined volume weighted average price levels being achieved by the Company's Common Stock,
specific performance milestones, employment, or engagement by the Company, with no assurances of achievement of any such vesting conditions,
if applicable.

 The
value of RSU's is equal to the product of the number of units awarded, multiplied by the closing price per share of the Company's
Common Stock on the date of the award. The terms and conditions of each RSU is defined in the RSU agreement and includes vesting terms
that consist of any or all of the following: immediate vesting, vesting over a defined period of time, vesting based on achievement of
a defined volume weighted average price levels at specified times, vesting based on achievement of specific performance milestones within
a specific time frame, change of control, termination of the employee without cause by the Company, resignation of the employee with
good cause. The value assigned to each RSU is charged to expense based on the vesting terms, as follows: value of RSU's that vest
immediately are charged to expense on the date awarded, value of RSU's that vest based upon time, or achievement of stock price
levels over a period of time are charged to expense on a straight line basis over the time frame specified in the RSU and the value of
RSU's that vest based upon achievement of specific performance milestones are charged to expense during the period that such milestone
is achieved. Vested RSU's may be converted to shares of Common Stock of an equivalent number upon either the termination of the
recipient's employment with the Company, or in the event of a change in control. If the recipient is not an employee, such person's
engagement with the Company must either be terminated prior to such conversion of RSU's to shares of Common Stock, or in the event
of a change in control. Furthermore, as required by Section 409A of the Internal Revenue Code, if the recipient is a "specified
employee" (generally, certain officers and highly compensated employees of publicly traded companies), such recipient may only
convert vested RSU's into shares of Common Stock no earlier than the first day of the seventh month following such recipients termination
of employment with the Company, or the event of change in control.

 F- 11

 NOTES

 The
value of RSA's is equal to the product of the number of restricted shares awarded, multiplied by the closing price per share of
the Company's Common Stock on the date of the award. The terms and conditions of each RSA is defined in the RSA agreement and includes
vesting terms that consist of any or all of the following: immediate vesting, vesting over a defined period of time, or vesting based
on achievement of a defined volume weighted average price levels at specified times. Upon vesting, the recipient may receive restricted
stock which includes a legend prohibiting sale of the shares during a restriction period that is defined in the RSA agreement. Termination
of employment by or engagement with the Company is not required for the recipient to receive restricted shares of Common Stock. The value
assigned to each RSA is charged to expense based on the vesting terms, as follows: value of RSA's that vest immediately are charged
to expense on the date awarded, value of RSA's that vest based upon time, or achievement of stock price levels over a period of
time are charged to expense on a straight-line basis over the time frame specified in the RSA.

 Net
Loss per Share

 Basic
net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding
during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants
(using the treasury stock method). The computation of basic net loss per share for the years ended December 31, 2024 and 2023 excludes
potentially dilutive securities. The computations of net loss per share for each period presented is the same for both basic and fully
diluted. In accordance with ASC 260 "Earnings per Share" ("ASC 260"), penny warrants were included in the calculation
of weighted average shares outstanding for the purposes of calculating basic and diluted earnings per share. In accordance with ASC 260,
 14,586 RSAs that were fully vested on December 31, 2024 were included in basic and dilutive earnings per share as there were no remaining
contingencies for these shares to be issued as of December 31, 2024. The shares were issued during January 2025.

 Potentially
dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share the years ended
December 31, 2024 and 2023 because the effect of their inclusion would have been anti-dilutive.

 SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

 2024

 2023

 For the years ended December 31,

 2024

 2023

 Warrants to purchase shares of common stock

 56,308

 186,614

 Restricted stock units - vested and unissued

 1,369

 1,390

 Restricted stock units - unvested

 48,017

 9,366

 Common stock in abeyance

 —

 46,934

 Investment options to purchase shares of common stock

 4,667

 4,667

 Options to purchase shares of common stock

 1,538

 2,022

 Total potentially dilutive securities

 111,899

 250,993

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value
Measurements and Disclosures" ("ASC 820"), approximates the carrying amounts in the balance sheets, excluding the warrants
and preferred investment option liabilities, primarily due to their short-term nature.

 Fair
Value Measurements

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes
the inputs to valuation methodologies used to measure fair value:

 Level
1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

 Level
2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other
inputs that are observable or can be corroborated by observable market data.

 Level
3 - Valuations based on unobservable inputs reflecting the Company's own assumptions, consistent with reasonably available assumptions
made by other market participants. These valuations require significant judgment.

 For
certain financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values as of December
31, 2024 and 2023 because of their short-term nature.

 F- 12

 NOTES

 Leases

 Operating
lease assets are included within right-of-use operating lease asset and operating lease liabilities are included in current portion of
right-of-use operating lease obligation and non-current portion of right-of-use operating lease obligation on the consolidated balance
sheets as of December 31, 2024 and 2023. The Company has elected not to present short-term leases as these leases have a lease term of
12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise.
Lease payments for short-term leases are recognized on a straight-line basis over the term of the lease. All other lease assets and lease
liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the
Company's leases do not provide an implicit rate of return, the Company used an incremental borrowing rate based on the information
available at adoption date in determining the present value of lease payments.

 The
Company assesses whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain
a lease that is accounted for separately, the Company determines the classification and initial measurement of the right-of-use asset
and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. The Company
has elected to account for non-lease components associated with its leases and lease components as a single lease component.

 The
Company recognizes a right-of-use asset, which represents the Company's right to use the underlying asset for the lease term, and
a lease liability, which represents the present value of the Company's obligation to make payments arising over the lease term.
The present value of the lease payments is calculated using either the implicit interest rate in the lease or an incremental borrowing
rate. The Company did not have any operating leases as of December 31, 2024 and 2023.

 A
lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of
ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset
that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset,
(iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v)
the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of
the lease term. All other leases are recorded as operating leases. Finance lease payments are bifurcated into (i) a portion that is recorded
as interest expense and (ii) a portion that reduces the finance liability associated with the lease. The Company did not have any finance
leases as of December 31, 2024 and 2023.

 Segment
Reporting

 The
Company determines its reporting units in accordance with FASB ASC 280, "Segment Reporting" ("ASC 280"). The
Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating
segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment
that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more
reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines
if the segments are economically similar and, if so, the operating segments are aggregated.

 The
Company operates as one operating segment with a focus on developing novel neuroplastogenic small-molecule therapeutics for the treatment
of depression, anxiety, and addiction disorders. The Company's Chief Executive Officer ("CEO") as the Chief Operating
Decision Maker ("CODM"), manages and allocates resources to the operations of the Company on a consolidated basis. Consolidated
loss from operations, which is reported in the accompanying consolidated statements of operations, is the measure of segment profit or
loss that is regularly reviewed by the CODM. This enables the CEO to assess the overall level of available resources and determine how
best to deploy these resources across research and development projects in line with the long-term company-wide strategic goals. Refer
to the accompanying consolidated statements of operations for the presentation of consolidated loss from operations for the years ended
December 31, 2024 and 2023. The measure of segment assets is reported in the accompanying consolidated balance sheets as "Total
assets." There are no significant segment expenses as the expenses that are included in consolidated loss from operations are general
and administrative and research and development.

 Recent
Accounting Pronouncements

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU
2023-07 updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
ASU 2023-07 is effective for all entities for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years
beginning after December 15, 2024. The amendments should be applied retrospectively to all prior periods presented in the financial statements.
The Company has adopted ASU 2023-07, and this guidance did not have a material impact on the Company's consolidated financial statements.

 F- 13

 NOTES

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends the
disclosure to address investor requests for more transparency about income tax information through improvements to income tax disclosures
primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness
of income tax disclosures. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early
adoption and retrospective application are permitted. The Company has adopted ASU 2023-09 effective January 1, 2025. The Company is in
the process of evaluating the impact of ASU 2023-09 on the Company's consolidated financial statements which will be reflected
in the December 31, 2025 financial statements.

 In
November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation
Disclosures, Disaggregation of Income Statement Expenses, that requires public companies to disclose, in interim and reporting periods,
additional information about certain expenses in the financial statements. In January 2025, the FASB issued ASU No. 2025-01, Income
Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective. ASU
2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026 and interim reporting periods
beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis.
The Company is currently assessing the potential impacts of ASU 2024-03.

 NOTE
3. PREPAID EXPENSES AND OTHER CURRENT ASSETS

 As
of December 31, 2024 and 2023, the prepaid expenses and other current assets of the Company consisted of the following:

 SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

2024

2023

 Prepaid value-added taxes

 $
 233,054

 $
 243,429

 Prepaid other

 152,894

 62,036

 Prepaid insurance

 107,610

 149,559

 Prepaid research and development

 —

 46,320

 Deferred offering costs (see Note 8)

 —

 567,603

 Franchise tax receivable

 —

 79,258

 R&D tax incentive receivable

 —

 145,349

 Total prepaid expenses and other current assets

 $
 493,558

 $
 1,293,554

 NOTE
4. INTANGIBLE ASSETS

 As
of December 31, 2024 and 2023, the Company's intangible assets, which are located in the United States, consisted of:

 SCHEDULE OF INTANGIBLE ASSETS

 Definite lived intangible assets

 Balance at January 1, 2023

 $
 379,686

 Amortization

 ( 168,754
)

 Balance at December 31, 2023

 $
 210,932

 Amortization

 ( 168,750
)

 Balance at December 31, 2024

 $
 42,182

 For
identified definite lived intangible assets, there was no impairment expense during the years ended December 31, 2024 and 2023. For identified
definite lived intangible assets, amortization expense amounted to $ 168,750 and $ 168,754 during the years ended December 31, 2024 and
2023, respectively.

 F- 14

 NOTES

 The
Company amortizes definite lived intangible assets on a straight-line basis over their estimated useful lives. Amortization expense
of identified intangible assets based on the carrying amount as of December 31, 2024 is as follows:

OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSE

 Year ending December 31,

 2025

 $
 42,182

 Finite lived assets amortization
 expense

 $
 42,182

 NOTE
5. PROPERTY AND EQUIPMENT

 Property
and equipment consists of the following assets which are located in Calgary, Canada, with all amounts translated into U.S. dollars:

OF PROPERTY AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION

 2024

2023

 Lab equipment

 $
 769,105

 $
 836,709

 Computer equipment and leasehold improvements

 26,073

 28,379

 Property and equipment, gross

 26,073

 28,379

 Less: Accumulated depreciation

 ( 489,401
)

 ( 357,711
)

 Property and equipment, net of accumulated depreciation

 $
 305,777

 $
 507,377

 Depreciation
expense was $ 168,739 and $ 175,228 for the years ended December 31, 2024 and 2023, respectively.

 NOTE
6. ACCRUED LIABILITIES

 As
of December 31, 2024 and December 31, 2023, the accrued liabilities of the Company consisted of the following:

 SCHEDULE OF ACCRUED LIABILITIES

2024

 2023

 Product development

 $
 332,421

 $
 139,981

 Accrued salaries, wages, and bonuses

 1,327

 8,889

 Professional fees

 103,968

 584,810

 Accrued restructuring costs

 —

 301,645

 Accrued franchise taxes

 261,100

 22,318

 Patent costs

 18,000

 18,000

 Other

 15,194

 —

 Total accrued expenses

 $
 732,010

 $
 1,075,643

 NOTE
7. RELATED PARTY TRANSACTIONS

 As
of December 31, 2024, there was $ 232,891 due to related parties. This balance is related to payments due to board members of the Company.
Board member Sheila DeWitt has provided research and development services as an advisory consultant to the Company since May 2022. These
services are provided as needed on an hourly basis. During the year ended December 31, 2024, the Company incurred $ 189,125 in service
fees related to these services. Of these fees, $ 176,125 has been paid and $ 13,000 is included in due to related parties on the consolidated
balance sheet as of December 31, 2024. There was no balance outstanding at December 31, 2023.

 NOTE
8. SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

 Authorized

 The
holders of the Company's common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of legally available funds. Upon the liquidation, dissolution,
or winding up of the Company, holders of common stock are entitled to share ratably in all assets of the Company that are legally available
for distribution. As of December 31, 2024 and December 31, 2023, 100,000,000 shares of common stock and 20,000,000 shares of Preferred
Stock were authorized under the Company's articles of incorporation.

Distribution Agreement

 On
September 1, 2023, the Company entered into the Equity Distribution Agreement (the "Distribution Agreement"), with Canaccord,
Genuity LLC ("Canaccord") pursuant to which the Company may offer and sell from time to time, through Canaccord as sales
agent and/or principal, shares of common stock of the Company having an aggregate offering price of up to $ 10.0 million. Due to the offering
limitations applicable to the Company and in accordance with the terms of the Distribution Agreement, the Company may offer Common Stock
having an aggregate gross sales price of up to $ 2,392,514 pursuant to the prospectus supplement dated September 1, 2023 (the "Prospectus
Supplement"). Subject to the terms and conditions of the Distribution Agreement, Canaccord may sell the Common Stock by any method
permitted by law deemed to be an "at-the-market offering". The Company will pay Canaccord a commission equal to 3.0 % of the
gross sales price of the Common Stock sold through Canaccord under the Distribution Agreement and has also agreed to reimburse Canaccord
for certain expenses. The Company may also sell Common Stock to Canaccord as principal for Canaccord's own account at a price agreed
upon at the time of sale. Any sale of Common Stock to Canaccord as principal would be pursuant to the terms of a separate terms agreement
between the Company and Canaccord.

 F- 15

 NOTES

 On
December 28, 2023, the Company entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain
holders (the "Holders") of the warrants that were modified in July 2022 (the "February 2022 Post-Modification Warrants")
and registered direct ("RD") and the private investment in public equity ("PIPE") preferred investment options
to purchase shares of the Company's common stock (the "Existing Warrants and Investment Options") pursuant to which
the Holders agreed to exercise for cash their Existing Warrants and Investment Options to purchase 74,800 shares of the Company's
common stock, in the aggregate, at a reduced exercised price of $ 20.55 per share (from an original exercise price of $ 116.70 per share),
in exchange for the Company's agreement to issue new warrants (the "Inducement Warrants") to purchase up to 149,600
shares of the Company's common stock (the "Inducement Warrant Shares"), and the Holders to make a cash payment of $ 1.88
per Inducement Warrant share for total proceeds of $ 280,500. In January 2024, the Company received aggregate gross proceeds of $ 1,817,640
from the exercise of the Existing Warrants and Investment Options by the Holders and the sale of the Inducement Warrants. Because the
Existing Warrants and Investment Options by the Holders and the sale of the Inducement Warrants that exercised on December 28, 2023 and
unsettled until January 2024, the proceeds are included in the consolidated balance sheet as a subscription receivable as of December
31, 2023. As of December 31, 2023, 27,867 shares of the Existing Warrants and Investment Options exercised were considered issued as
the Company had the enforceable right to obtain the cash proceeds, which were in-transit, and the Holders were no longer able to rescind
the exercise election. Due to the beneficial ownership limitation provisions, 46,934 shares of the Existing Warrants and Investment Options
exercised were initially unissued and held in abeyance for the benefit of the Holder until notice is received from the Holder that the
shares may be issued in compliance with such limitation. During the year ended December 31, 2024, the Company issued all 46,934 shares
of common stock of the 46,934 shares of Existing Warrants and Investment Options exercised that were held in abeyance due to the beneficial
ownership limitation provisions.

 On
December 28, 2023, the Company entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain
holders of warrants and preferred investment options. The Inducement Letters prohibit the Company from entering into any variable rate
transaction as defined in the Inducement Letters, including the issuance of (1) any variable priced debt or equity securities or (2)
transactions whereby the Company may issue securities at a future determined price, such as through an at-the-market offering or an equity
line of credit. The variable rate transaction restriction would have expired after six-months from the closing date of December 28, 2023
for the Inducement Letters for an issuance through an at-the-market offering, and one-year for the remaining variable rate transactions,
however the restriction was waived for the at-the-market offering on March 8, 2024 and the equity line on May 3, 2024.

 On
March 8, 2024, the Company entered into a series of common stock purchase agreements for the issuance in a registered direct offering
of 15,246 shares of the Company's common stock to the Holders of the Inducement Warrants. The issuance was made in exchange for
the permanent and irrevocable waiver of the variable rate transaction limitation solely with respect to the entry into and/or issuance
of shares of common stock in an at the market offering contained in the Inducement Letters. The fair value of the shares issued for consideration
of waiving the variable rate transaction limitation was $ 322,453 and was charged to additional paid in capital, as it is direct and incremental
to the Distribution Agreement, on the consolidated balance sheet as an offering cost related to the Distribution Agreement.

the year ended December 31, 2024, the Company issued 111,200 shares of common stock for gross proceeds of $ 2,392,502 under the Distribution
Agreement, and charged offering costs of $ 583,713 to additional paid in capital on the consolidated balance sheet. As of December 31,
2024 and December 31, 2023, there were deferred offering costs related to the Distribution Agreement of $ 0 and $ 171,944, respectively.
As of December 31, 2024, there is $ 0 available under the Distribution Agreement.

 Lincoln
Park Equity Line

 On
November 3, 2023, the Company entered into a Purchase Agreement (the "Purchase Agreement") and a registration rights agreement
(the "Registration Rights Agreement"), with Lincoln Park Capital Fund, LLC ("Lincoln Park"), pursuant to which
Lincoln Park has committed to purchase up to $ 10.0 million of the Company's common stock, subject to certain limitations and satisfaction
of the conditions set forth in the Purchase Agreement.

 F- 16

 NOTES

 Under
the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln
Park, and Lincoln Park is obligated to purchase up to $ 10.0 million of the Company's Common Stock (the "Purchase Shares").
However, such sales of Common Stock by the Company, if any, will be subject to important limitations set forth in the Purchase Agreement,
including limitations on number of shares that may be sold. Sales may occur from time to time, at the Company's sole discretion,
over the 24-month period commencing on the date that the conditions to Lincoln Park's purchase obligation set forth in the Purchase
Agreement are satisfied, including that a registration statement on Form S-1 covering the resale of the shares of the Company's
Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement, which the Company has filed with the SEC
pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with
the SEC. As required under the Purchase Agreement, the Company registered a resale of 76,032 shares of the Company's common stock,
plus the 9,294 commitment shares, by Lincoln Park on a registration statement on Form S-1 dated November 8, 2023, which was declared
effective by the SEC on December 5, 2023. As of July 30, 2024, there were no remaining shares available to be issued in connection with
this registration statement. On September 4, 2024, the Company filed an amended Form S-1, which was declared effective by the SEC on
September 11, 2024. The amended Form S-1 registered an additional 326,667 shares of common stock that are available to be issued to Lincoln
Park in connection with this agreement.

the purchase price per share to be paid by Lincoln Park for the shares of Common Stock that the Company may elect to sell to Lincoln
Park under the Purchase Agreement, if any, will fluctuate based on the market prices of the Company's Common Stock at the time
the Company elects to sell shares to Lincoln Park pursuant to the Purchase Agreement, if any, it is not possible for the Company to predict
the number of shares of Common Stock that the Company will sell to Lincoln Park under the Purchase Agreement, the purchase price per
share that Lincoln Park will pay for shares purchased from the Company under the Purchase Agreement, or the aggregate gross proceeds
that the Company will receive from those purchases by Lincoln Park under the Purchase Agreement.

 On
May 3, 2024, the Company entered into a series of common stock purchase agreements for the issuance in a registered direct offering of
an aggregate of 30,534 shares of the Company's common stock, to certain institutional investors. The issuance was made in exchange
for the permanent and irrevocable waiver of the variable rate transaction limitation with respect to any existing or future agreement
by the Company to effect any issuance of shares and issue such shares thereunder, as contained in those certain Inducement Offer Letters,
dated December 28, 2023, between the Company and those certain institutional investors. The Company will not receive any net proceeds
in connection with the offering. The fair value of the shares issued for consideration of waiving the variable rate transaction limitation
was $ 448,840 and was recorded as deferred offering costs, as direct and incremental to the Purchase Agreement, within prepaid expenses
and other current assets on the consolidated balance sheet related to the Purchase Agreement.

 The
common stock purchase agreements contain customary representations and warranties and certain indemnification obligations of the Company.
The common stock purchase agreements also restrict the Company from issuing, entering into any agreement to issue, or announcing the
issuance of the Company's common stock from the date of the common stock purchase agreements until the earlier of 30 days after
entering into the agreements or at such time as one million ( 1,000,000) shares of the Company's common stock have traded in the
open market. The closing of the issuance of the Shares pursuant to the common stock purchase agreements closed on May 3, 2024.

the year ended December 31, 2024, the Company had issued 159,366 shares of common stock, through the Purchase Agreement for gross cash
proceeds of $ 1,083,709. During the year ended December 31, 2024, the Company charged offering costs of $ 471,756 to additional paid in
capital on the consolidated balance sheet. As of December 31, 2024 and 2023, the Company has capitalized deferred offering costs of $ 0
and $ 395,660, respectively. As of December 31, 2024, there were 243,334 shares available to be issued in connection with the Purchase
Agreement. The Company engaged in a best efforts public offering in the first quarter of 2025 (described below), which restricts the
use of the Lincoln Park Equity Line for a period of one year from February 3, 2025.

 Common
Stock Activity

the year ended December 31, 2024 a total of 1,830 shares of common stock were issued pursuant to the vesting of restricted stock units.
During the year ended December 31, 2023 a total of 6,910 shares of common stock were issued pursuant to the vesting of restricted stock
units.

 Stock
Options

 Amendment
to 2020 Long-Term Incentive Plan

 On
May 3, 2022, the board of directors ("Board") adopted the First Amendment (the "Plan Amendment") to the Enveric
Biosciences, Inc. 2020 Long-Term Incentive Plan (the "Incentive Plan") to (i) increase the aggregate number of shares available
for the grant of awards by 9,739 shares to a total of 13,334 shares, and (ii) add an "evergreen" provision whereby the number
of shares authorized for issuance pursuant to awards under the Incentive Plan will be automatically increased on the first trading date
immediately following the date the Company issues any share of common stock (defined below) to any person or entity, to the extent necessary
so that the number of shares of the Company's common stock authorized for issuance under the Incentive Plan will equal the greater
of (x) 13,334 shares, and (y) 15% of the total number of shares of the Company's common stock outstanding as of such issuance date
(the "Evergreen Provision"). The Plan Amendment was approved by the Company's shareholders at a special meeting of
the Company's shareholders held on July 14, 2022.

 F- 17

 NOTES

 On
November 2, 2023, the stockholders approved the amendments to the 2020 Long-Term Incentive Plan, which was approved by the Board on August
8, 2023 (the "Amended Incentive Plan"). The Amended Incentive Plan (i) increased the number of authorized shares reserved
for issuance under the Amended Incentive Plan to a maximum of 23,334, subject to equitable adjustment, and (ii) removed the Evergreen
Provision implemented in the Plan Amendment. During the first quarter of 2024, the Board approved an equitable adjustment to increase
the number of shares available under the Plan by 8,986 shares. Effective October 9, 2024, the Board approved an equitable adjustment
to increase the number of shares available under the Incentive Plan by 64,402 shares, which increased the total number of authorized
shares under the Incentive Plan to 96,721 shares. As of December 31, 2024, the total number of shares available for grant under the Incentive
Plan was 25,659.

 A
summary of the stock option activity under the Company's incentive plan for the years ended December 31, 2024 and 2023 is presented
below:

 SCHEDULE OF STOCK OPTION

 Number of Shares

 Weighted Average Exercise Price

 Weighted Average Grant Date Fair Value

 Weighted Average Remaining Contractual Term (years)

 Aggregate Intrinsic Value

 Outstanding at January 1, 2023

 3,222

 $
 555.75

 $
 672.30

 4.1

 $
 —

 —

 —

 —

 —

 ( 1,200
)

 46.05

 38.70

 —

 Outstanding at December 31, 2023

 2,022

 857.55

 1,158.30

 3.4

 —

 —

 —

 —

 —

 ( 484
)

 590.25

 810.30

 —

 Outstanding at December 31, 2024

 1,538

 $
 941.55

 $
 1,267.65

 2.3

 $
 —

 Exercisable at December 31, 2024

 1,487

 $
 972.42

 $
 1,310.20

 2.0

 $
 —

 The
Company's stock based compensation expense, recorded within general and administrative expense in the consolidated statement of
operations and comprehensive loss, related to stock options for the years ended December 31, 2024 and 2023 was $( 5,441) and $ 156,075,
respectively.

 As
of December 31, 2024, the Company had $ 1,932 in unamortized stock option expense, which will be recognized over a weighted average period
of 1.15 years.

 Issuance
of Restricted Stock Units

 The
Company's activity in restricted stock units was as follows for the year ended December 31, 2024:

 SCHEDULE OF RESTRICTED STOCK UNITS

 Number of shares

 Weighted average fair value

 Non-vested at January 1, 2023

 4,271

 $
 1,388.55

 12,167

 40.95

 ( 2,896
)

 385.80

 Vested

 ( 4,176
)

 297.00

 Non-vested at December 31, 2023

 9,366

 434.55

 42,543

 8.84

 ( 1,850
)

 43.05

 Vested

 ( 2,042
)

 333.30

 Non-vested at December 31, 2024

 48,017

 $
 24.08

 For
the years ended December 31, 2024 and 2023, the Company recorded $ 1,475,947 and $ 1,994,085, respectively, in stock-based compensation
expense related to restricted stock units, which is a component of both general and administrative and research and development expenses
in the consolidated statement of operations and comprehensive loss. As of December 31, 2024, the Company had unamortized stock-based
compensation costs related to restricted stock units of $ 892,536 which will be recognized over a weighted average period of 1.91 years.
As of December 31, 2024, 1,369 restricted stock units are vested without shares of common stock being issued, with all of these shares
due as of December 31, 2024.

 F- 18

 NOTES

 The
following table summarizes the Company's recognition of stock-based compensation for restricted stock units for the following periods:

OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS

 2024

 2023

 Year ended December 31,

 2024

 2023

 Stock-based compensation expense for RSUs:

 General and administrative

 $
 646,636

 $
 1,085,791

 Research and development

 829,311

 908,294

 Total

 $
 1,475,947

 $
 1,994,085

 expense for RSUs

 $
 1,475,947

 $
 1,994,085

 Restricted
Stock Awards

 The
Company's activity in restricted common stock was as follows for the years ended December 31, 2024:

OF RESTRICTED STOCK UNITS

 Number of shares

 Weighted average fair value

 Non-vested at January 1, 2024

 —

 —

 14,586

 $
 6.30

 Vested

 ( 14,586
)

 $
 6.30

 Non-vested at December 31, 2024

 —

 $
 —

 For
the years ended December 31, 2024 and 2023, the Company recorded $ 91,886 and $ 0, respectively, in stock-based compensation expense within
general and administrative expense, related to restricted stock awards. As of December 31, 2024, there were no unamortized stock-based
compensation costs related to restricted share awards. The balance of Common Shares related to the vested restricted stock awards as
of December 31, 2024 will be issued during the 2025 calendar year. There are 14,586 vested and unissued shares of restricted stock awards
as of December 31, 2024. These shares were issued during the first quarter of 2025.

 Warrants
and Preferred Investment Options

 The
following table summarizes information about shares issuable under warrants outstanding at December 31, 2024 and 2023:

 SCHEDULE OF WARRANTS OUTSTANDING

 Warrant shares outstanding

 Weighted average exercise price

 Weighted average remaining life

 Intrinsic value

 Outstanding at January 1, 2023

 43,698

 $
 875.40

 3.6

 $
 5,514

 Issued

 154,088

 20.55

 —

 —

 Exercised

 ( 8,134
)

 20.55

 —

 —

 ( 3,038
)

 1,672.50

 —

 Outstanding at December 31, 2023

 186,614

 176.85

 4.6

 —

 Issued

 —

 —

 —

 —

 Expired

 ( 39
)

 2,400.00

 —

 —

 Exercised

 ( 130,267
)

 20.55

 —

 —

 Outstanding at December 31, 2024

 56,308

 $
 536.70

 2.7

 $
 —

 Exercisable at December 31, 2024

 56,308

 $
 536.70

 2.7

 $
 —

 F- 19

 NOTES

 The
following table summarizes information about investment options outstanding at December 31, 2024 and 2023:

 SCHEDULE OF INVESTMENT OPTIONS

 Investment options outstanding

 Weighted average exercise price

 Weighted average remaining life

 Intrinsic value

 Outstanding at January 1, 2023

 71,334

 $
 118.95

 5.1

 $
 —

 Exercised

 ( 66,667
)

 20.55

 —

 —

 Outstanding at December 31, 2023

 4,667

 4.1

 $
 —

 Exercised

 —

 —

 —

 —

 Outstanding at December 31, 2024

 4,667

 $

 2.6

 $
 —

 Exercisable at December 31, 2024

 4,667

 $

 2.6

 $
 —

 On
December 28, 2023, the Company entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain
holders (the "Holders") of the February 2022 Post-Modification Warrant and RD and PIPE preferred investment options to purchase
shares of the Company's common stock (the "Existing Warrants and Investment Options") pursuant to which the Holders
agreed to exercise for cash their Existing Warrants and Investment Options to purchase 74,800 shares of the Company's common stock,
in the aggregate, at a reduced exercised price of $ 20.55 per share (from an original exercise price of $ 116.70 per share), in exchange
for the Company's agreement to issue new warrants (the "Inducement Warrants") to purchase up to 149,600 shares of the
Company's common stock (the "Inducement Warrant Shares"), and the Holders to make a cash payment of $ 1.88 per Inducement
Warrant share for total proceeds of $ 280,500. In January 2024, the Company received aggregate gross proceeds of $ 1,817,640 from the exercise
of the Existing Warrants and Investment Options by the Holders and the sale of the Inducement Warrants. Because the Existing Warrants
and Investment Options by the Holders and the sale of the Inducement Warrants that exercised on December 28, 2023 and unsettled until
January 2024, the proceeds are included in the consolidated balance sheet as a subscription receivable as of December 31, 2023. As of
December 31, 2023, 27,867 shares of the Existing Warrants and Investment Options exercised were considered issued as the Company had
the enforceable right to the obtain the cash proceeds, which were in-transit, and the Holders were no longer able to rescind the exercise
election. Due to the beneficial ownership limitation provisions, 46,934 shares of the Existing Warrants and Investment Options exercised
were initially unissued and held in abeyance for the benefit of the Holder until notice is received from the Holder that the shares may
be issued in compliance with such limitation. The Company engaged Roth Capital Partners, LLC ("Roth") to act as its financial
advisor in connection with the transactions summarized above and has paid Roth approximately $144,000 for its services, in addition to
reimbursement for certain expenses. Roth was also issued warrants to purchase up to 4,488 shares of common stock. The Roth Warrants have
the same terms as the Inducement Warrants. The grant date fair value of these Roth Warrants was estimated to be $77,991 on December 28,
2023 and were charged to additional paid in capital as issuance costs. The Company also incurred legal fees of $17,254 related to the
transactions above that were charged to additional paid in capital as issuance costs.

 The
Company also agreed to file a registration statement on Form S-3 covering the resale of the Inducement Warrant Shares issued or issuable
upon the exercise of the Inducement Warrants (the "Resale Registration Statement") by January 8, 2024 (filed January 11,
2024). In the Inducement Letters, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any
other registration statement with the SEC (in each case, subject to certain exceptions) for a period ending on February 26, 2024. The
Company also agreed not to effect or agree to effect any variable rate transaction (as defined in the Inducement Letters) until December
28, 2024. See the Equity Distribution Agreement section of this Note.

 In
connection with this transaction, the Company determined the fair value of the Existing Warrants and Investment Options immediately prior
to the Inducement Letters and the fair value of the amended warrants and investment options immediately after the Inducement Letters.
The pre-modification measurement of fair value of the Existing Warrants and Investment Options were determined utilizing a Black-Scholes
model considering all relevant assumptions current at the date of modification (i.e. for the Existing Warrants share price of $ 23.40,
exercise price of $ 116.70, term of 3.6 years, volatility of 94 %, risk-free rate of 3.96 %, and expected dividend rate of 0 %, resulting
in a fair value per share of $ 8.10 and for the Investment Options share price of $ 23.40, exercise price of $ 116.70, term of 4.1 years,
volatility of 95 %, risk-free rate of 3.90 %, and expected dividend rate of 0 %, resulting in a fair value per share of $ 9.30). The total
fair value of the 8,134 Existing Warrants and 66,667 Investment Options was $ 65,349 and $ 618,648, respectively. The post-modification
fair value was determined using the intrinsic value of $ 2.85 due to the inducement and totaled $ 23,180 and $ 190,000 for the Existing
Warrants and Investment Options, respectively. The change in fair value from the date of the modification prior to modification and the
fair value on the date of the modification after the modification, but prior to exercise was $ 470,817, which was reflected as an inducement
gain, within other expenses on the Company's consolidated statement of operations and comprehensive loss.

 F- 20

 NOTES

 The
grant date fair value of these Inducement Warrants was estimated to be $ 2,599,552 on December 28, 2023 and the proceeds of $ 280,500,
which were received on January 2, 2024, for the issuance of the Inducement Warrants is reflected as inducement expense, within other
expenses on the Company's consolidated statement of operations and comprehensive loss.

 The
Company established the initial fair value of its equity classified Inducement Warrants at the date of issuance on December 28, 2023.
The Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model
for the valuation of the warrants are below:

OF BLACK SCHOLES VALUATION MODEL FOR VALUATION OF WARRANTS

 Roth and Inducement Warrants

 December 28, 2023

 5.0

 $
 23.40

 $
 20.55

 —
 %

 92.0
 %

 3.80
 %

 Number of warrants

 154,088

 $
 17.40

 Series
C Preferred Shares

 On
May 3, 2022, the Board of Directors (the "Board") declared a dividend of one one-thousandth of a share of the Company's
Series C Preferred Stock ("Series C Preferred Stock") for each outstanding share of the Company's common stock held
of record as of 5:00 p.m. Eastern Time on May 13, 2022 (the "Record Date"). This dividend was based on the number of outstanding
shares of common stock prior to the Reverse Stock Split. The outstanding shares of Series C Preferred Stock were entitled to vote together
with the outstanding shares of the Company's common stock, as a single class, exclusively with respect to a proposal giving the
Board the authority, as it determines appropriate, to implement a reverse stock split within twelve months following the approval of
such proposal by the Company's stockholders (the "Reverse Stock Split Proposal"), as well as any proposal to adjourn
any meeting of stockholders called for the purpose of voting on the Reverse Stock Split Proposal (the "Adjournment Proposal").

 The
Company held a special meeting of stockholders on July 14, 2022 (the "Special Meeting") for the purpose of voting on, among
other proposals, a Reverse Stock Split Proposal and an Adjournment Proposal. All shares of Series C Preferred Stock that were not present
in person or by proxy at the Special Meeting were automatically redeemed by the Company immediately prior to the opening of the polls
at Special Meeting (the "Initial Redemption"). All shares that were not redeemed pursuant to the Initial Redemption were
redeemed automatically upon the approval by the Company's stockholders of the Reverse Stock Split Proposal at the Special Meeting
(the "Subsequent Redemption" and, together with the Initial Redemption, the "Redemption"). Each share of Series
C Preferred Stock was entitled to receive $0.10 in cash for each 10 whole shares of Series C Preferred Stock immediately prior to the
Redemption. As of June 30, 2022, there were 52,684.548 shares of Series C Preferred Stock issued and outstanding. As of December 31,
2022, both the Initial Redemption and the Subsequent Redemption had occurred. As a result, no shares of Series C Preferred Stock remain
outstanding. As of December 31, 2024 and 2023, there are 100,000 shares of Series C Preferred Stock authorized for future issuances.

 NOTE
9. REDEEMABLE NON-CONTROLLING INTEREST

 Spin-Off
and Related Private Placement

 In
connection with the Spin-Off, on May 5, 2022, Akos and the Company entered into into a Securities
Purchase Agreement (the "Akos Purchase Agreement") with an accredited investor (the "Akos Investor"),
pursuant to which Akos agreed to sell up to an aggregate of 5,000 shares of Akos Series A Preferred Stock, at price of $ 1,000 per share,
and warrants (the "Akos Warrants") to purchase shares of Akos' common stock, par value $ 0.01 per share (the "Akos
Common Stock"), for an aggregate purchase price of up to $ 5,000,000 (the " Akos
Private Placement "). The Akos Purchase Agreement was guaranteed by the Company. Pursuant
to the Akos Purchase Agreement, Akos issued 1,000 shares of the Akos Series A Preferred Stock to the Akos Investor in exchange for $ 1,000,000
on May 5, 2022. The additional $ 4,000,000 was to be received on or immediately prior to the Spin-Off. The issuance of the Akos Series
A Preferred Stock results in RNCI (see Note 2). Palladium Capital Advisors, LLC ("Palladium") acted as placement agent for
the Akos Private Placement. Pursuant to the Akos Purchase Agreement, Akos had agreed to pay Palladium a fee equal to 9% of the aggregate
gross proceeds raised from the sale of the shares of the Akos Series A Preferred Stock and a non-accountable expense allowance of 1%
of the aggregate gross proceeds raised the sale of the Akos Series A Preferred Stock in the Akos Private Placement. The fee due in connection
with the Akos Private Placement to be paid to Palladium in the form of convertible preferred stock and warrants was on similar terms
to the securities issued in the Akos Private Placement. Palladium was also entitled to warrants to purchase Akos Common Stock in an amount
up to 8 % of the number of shares of Akos Common Stock underlying the shares issuable upon conversion of the Akos Series A Preferred Stock.
As of December 31, 2023, no accruals are required to be recorded for the fees or warrants since the Akos Series A Preferred Stock has
been redeemed.

 F- 21

 NOTES

 Terms
of Akos Series A Preferred Stock

 Under
the Certificate of the Designations, Preferences, and Rights of Series A Convertible Preferred Stock of Akos (the "Akos Series
A Preferred Certificate of Designations"), on or immediately prior to the completion of the spin-off of Akos into an independent,
separately traded public company listed on the Nasdaq Stock Market, the outstanding Akos Series A Preferred Stock automatically converted
into a number of shares of Akos Common Stock equal to 25 % of the then issued and outstanding Akos Common Stock, subject to the Beneficial
Ownership Limitation (as defined in the Akos Purchase Agreement). Cumulative dividends on each share of Akos Series A Preferred Stock
accrue at the rate of 5 % annually.

 The
Akos Series A Preferred Certificate of Designations provided that upon the earlier of (i) the one-year anniversary of May 5, 2022, and
only in the event that the Spin-Off has not occurred; or (ii) such time that Akos and the Company have abandoned the Spin-Off or the
Company is no longer pursuing the Spin-Off in good faith, the holders of the Akos Series A Preferred Stock shall have the right (the
"Put Right"), but not the obligation, to cause Akos to purchase all or a portion of the Akos Series A Preferred Stock for
a purchase price equal to $ 1,000 per share, subject to certain adjustments as set forth in the Akos Series A Preferred Certificate of
Designations (the "Stated Value"), plus all the accrued but unpaid dividends per share. In addition, after the one-year anniversary
of May 5, 2022, and only in the event that the Spin-Off has not occurred and Akos is not in material default of any of the transaction
documents, Akos may, at its option, at any time and from time to time, redeem the outstanding shares of Akos Series A Preferred Stock,
in whole or in part, for a purchase price equal to the aggregate Stated Value of the shares of Akos Series A Preferred Stock being redeemed
and the accrued and unpaid dividends on such shares. Pursuant to the Akos Purchase Agreement, the Company has guaranteed the payment
of the purchase price for the shares purchased under the Put Right.

 The
Akos Series A Preferred Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of Akos
Common Stock upon conversion of the Akos Series A Preferred Stock that would result in the number of shares of Akos Common Stock beneficially
owned by such holder and its affiliates exceeding 9.99% of the total number of shares of Akos Common Stock outstanding immediately after
giving effect to the conversion (the "Beneficial Ownership Limitation"), except that upon notice from the holder to Akos,
the holder may increase or decrease the limit of the amount of ownership of outstanding shares of Akos Common Stock after converting
the holder's shares of Akos Series A Preferred Stock, provided that any change in the Beneficial Ownership Limitation shall not
be effective until 61 days following notice to Akos.

 Redemption
of Akos Series A Preferred Stock

 In
May 2023, pursuant to the Akos Series A Preferred Certificate of Designations, the holders of the Akos Series A Preferred Stock exercised
the Put Right requiring Akos to force redemption of all of the Akos Series A Preferred Stock for $ 1,000 per share, plus accrued
but unpaid dividends of approximately $ 52,000 for a total of approximately $ 1,052,000. The Company had 20 days following the receipt
of the Put Exercise Notice to make the payment and made payment on May 19, 2023. Upon redemption in May 2023, the Company revalued the
derivative liability and the Company recognized a change in fair value of the derivative liability on the Company's consolidated
statement of operations during the second quarter of 2023 of $ 714,000.

 The
Company, Akos, and the Akos Investor have terminated the Akos Purchase Agreement in connection with the planned Spin-Off and certain
registration rights agreement in connection with the Akos Private Placement.

 Accounting
for Akos Series A Preferred Stock

 Since
the shares of Akos Series A Preferred Stock were redeemable at the option of the holder and the redemption is not solely in the control
of the Company, the shares of Akos Series A Preferred Stock were accounted for as a redeemable non-controlling interest and classified
within mezzanine equity in the Company's consolidated balance sheets. The redeemable non-controlling interest was initially measured
at fair value. Dividends on the shares of Akos Series A Preferred Stock were recognized as preferred dividends attributable to redeemable
non-controlling interest in the Company's consolidated statement of operations and comprehensive loss.

 The
table below presents the reconciliation of changes in redeemable non-controlling interest:

 SCHEDULE OF RECONCILIATION CHANGE IN REDEEMABLE NONCONTROLLING INTEREST

 Balance at December 31, 2022

 $

 Preferred dividends attributable to redeemable non-controlling interest

 Accretion of embedded derivative and transaction costs associated with Akos Series A Preferred Stock to redemption value

 Redemption of Akos Series A Preferred Stock

 ( 1,052,057
)

 Balance at December 31, 2023

 $
 —

 In
May 2023, the Akos Series A Preferred Stock was redeemed for a total of $ 1,052,057, and the balance of the redeemable non-controlling
interest is $ 0 as of December 31, 2023.

 F- 22

 NOTES

 NOTE
10. LICENSING AGREEMENTS

 On
July 10, 2024, Akos entered into an Exclusive License Agreement (the "License Agreement") with Aries Science and Technology,
LLC, an Ohio limited liability company ("Aries"), pursuant to which Akos granted Aries a license of Akos's patented
radiation dermatitis topical product. The license allows Akos to use the patented formulation to develop pharmaceutical or non-pharmaceutical
products for treating radiation dermatitis suitable for administration to humans or animals. The license is exclusive (subject to certain
exceptions contained in the License Agreement), worldwide, royalty-bearing, and includes the right to sublicense. Akos is entitled to
potential license payments, milestone payments and royalties based on net revenues of the Licensed Product on a licensed product-by-licensed
product and country-by-country basis pursuant to the terms of the Agreement. Aries has the option during the license term, to purchase
the rights to each licensed product (on a licensed product-by-licensed product basis) in the form of an exclusive (as to the applicable
licensed product), fully paid, transferable right and license to the licensed product.

 The
Company has not earned any revenue related to this agreement as of December 31, 2024.

 On
November 7, 2024, the Company entered into an Out-Licensing Agreement (the "Agreement") with MycoMedica Life Sciences, PBC,
a Delaware public benefit corporation ("MycoMedica"), pursuant to which the Company will out-license EB-002 and its EVM201
series to MycoMedica for further development and sales of the product in treatment of neuropsychiatric disorders. MycoMedica will receive
an exclusive, global license to the formulations, drugs, method of use, and medical devices developed by Enveric to utilize the compound.
As part of the Agreement, the Company will receive a $ 20,000 upfront payment, and if certain conditions are met, will receive development
and sales milestone payments of up to $ 62 million and tiered single-digit royalties based on future sales. MycoMedica has the option
during the license term to buyout its milestone and royalty payment obligations at a predetermined amount depending upon the stage of
product development and commercialization at the time of the buyout. Further, MycoMedica has the right to purchase the licensed patents
at a nominal amount upon a change of control of the Company, although doing so does not relieve MycoMedica of any of its payment obligations.
During the year ended December 31, 2024, the Company received $ 20,000 from MycoMedica as a licensing fee, which is recorded as other
income in the consolidated statements of operations.

 NOTE
11. FAIR VALUE

 The
following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of
December 31, 2024 and 2023, and indicates the fair value of the valuation inputs the Company utilized to determine such fair value of
warrant liabilities and investment options:

OF FAIR VALUE HIERARCHY OF VALUATION INPUTS ON RECURRING BASIS

 Level

 December 31, 2024

 December 31, 2023

 Warrant liabilities - January 2021 Warrants

 $
 —

 $

 Warrant liabilities - February 2021 Warrants

 —

 Warrant liabilities - February 2022 Warrants

 1,100

 25,462

 Fair value of warrant liability

 $
 1,100

 $
 25,470

 Level

 December 31, 2024

 December 31, 2023

 Wainwright investment options

 $
 1,988

 $
 23,608

 Fair value of investment option liability

 $
 1,988

 $
 23,608

 The
warrant liabilities and investment options are all classified as Level 3, for which there is no current market for these securities such
as the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within
Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded within other income
(expense) on the consolidated statements of operations and comprehensive loss

 F- 23

 NOTES

 Subsequent
measurement

 The
following table presents the changes in fair value of the warrant liabilities, derivative liability, and investment options that are
classified as Level 3:

OF FAIR VALUE OF WARRANT LIABILITIES AND DERIVATIVE LIABILITY AND INVESTMENT OPTIONS

 Total Warrant Liabilities

 Fair value as of December 31, 2022

 $
 185,215

 Exercise of warrants

 ( 65,349
)

 Change in fair value

 ( 94,396
)

 Fair value as of December 31, 2023

 $
 25,470

 Change in fair value

 ( 24,370
)

 Fair value as of December 31, 2024

 $
 1,100

 Total Derivative Liability

 Fair value as of December 31, 2022

 $
 727,000

 Change in fair value arising from redemption of Akos Series A Preferred Stock - See Note 9

 ( 727,000
)

 Redemption of Series A Preferred Stock

 —

 Fair value as of December 31, 2023

 $
 —

 There
was no activity related to the derivative liability during the year ended December 31, 2024.

 Total Investment Options

 Fair value as of December 31, 2022

 $
 851,008

 Change in fair value

 ( 208,752
)

 Exercise of investment options

 ( 618,648
)

 Fair value of investment option liability as of December 31, 2023

 $
 23,608

 Change in fair value

 ( 21,620
)

 Fair value of investment option liability as of December 31, 2024

 $
 1,988

 The
key inputs into the Black Scholes valuation model for the Level 3 valuations of the warrant liabilities as of December 31, 2024 are below:

OF BLACK SCHOLES VALUATION MODELS OF WARRANT LIABILITIES AND INVESTMENT OPTIONS

 January 2021 Warrants

 February 2021 Warrants

 February 2022 Warrants

 1.0

 1.1

 2.1

 $
 5.38

 $
 5.38

 $
 5.38

 $
 3,712.50

 $
 3,675.00

 $
 412.50

 —
 %

 —
 %

 —
 %

 90.0
 %

 90.0
 %

 106.0
 %

 4.20
 %

 4.20
 %

 4.30
 %

 Number of warrants

 2,429

 2,286

 22,534

 $
 —

 $
 —

 $
 0.003

 F- 24

 NOTES

 The
key inputs into the Black Scholes valuation model for the Level 3 valuations of the warrant liabilities as of December 31, 2023 are below:

 January 2021 Warrants

 February 2021 Warrants

 February 2022 Warrants Unmodified

 2.0

 2.1

 3.1

 $
 19.50

 $
 19.50

 $
 19.50

 $
 3,712.50

 $
 3,675.00

 $
 412.50

 —
 %

 —
 %

 —
 %

 89.0
 %

 88.0
 %

 87.0
 %

 4.20
 %

 4.20
 %

 4.00
 %

 Number of warrants

 2,429

 2,286

 22,534

 $
 0.00

 $
 0.00

 $
 1.20

 The
key inputs into the Black Scholes valuation model for the Level 3 valuations of the investment options as of December 31, 2024 are below:

 H.C. Wainwright & Co., LLC Options

 2.6

 $
 5.38

 $

 —
 %

 108.0
 %

 4.30
 %

 Number of investment options

 4,667

 $
 0.03

 The
key inputs into the Black Scholes valuation model for the Level 3 valuations of the investment options as of December 31, 2023 are below:

 H.C. Wainwright & Co., LLC Options

 3.6

 $
 19.50

 $

 —
 %

 94.0
 %

 4.0
 %

 Number of investment options

 4,667

 $
 5.10

 F- 25

 NOTES

 NOTE
12. COMMITMENTS AND CONTINGENCIES

 The
Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. Management
believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company's
financial position, results of operations or cash flows.

 Australian
Subsidiary Research and Development

 On
March 23, 2023, the Company issued a press release announcing the selection of Australian CRO, Avance Clinical, in preparation for Phase
1 Study of EB-373, the Company's lead candidate targeting the treatment of anxiety disorders. Under the agreement, Avance Clinical
will manage the Phase 1 clinical trial of EB-373 in coordination with the Company's newly established Australian subsidiary, Enveric
Therapeutics Pty, Ltd. The Phase 1 clinical trial is designed as a multi-cohort, dose-ascending study to measure the safety and tolerability
of EB-373. EB-373, a next-generation proprietary psilocin prodrug, has been recognized as a New Chemical Entity (NCE) by Australia's
Therapeutic Goods Administration (TGA) and is currently in preclinical development targeting the treatment of anxiety disorder. The total
cost of the Avance Clinical contract is approximately 3,400,000 AUD, which translates to approximately $ 2,114,000 USD as of December
31, 2024. The Company has terminated the agreement as of December 31, 2024. Total project costs were 3,300,000 AUD and the Company will
not incur any future costs associated with the agreement. Accordingly, the Company has $ 0 recorded as prepaid assets within prepaid and
other current assets, accrued $ 0 recorded as accrued liabilities and $ 0 as accounts payable on the accompanying consolidated balance
sheet. For the years ended December 31, 2024 and 2023, the Company has expensed $ 495,465 and $ 1,751,444, respectively, in research and
development expenses within the accompanying consolidated statement of operations. As of December 31, 2024, the project is completed.

 According
to Australian tax law, the Company is allowed an R&D tax credit that reduces a company's tax bill in Australia for expenses
incurred in R&D subject to certain requirements. The Company's Australian subsidiary submits R&D tax credit requests annually
for research and development expenses incurred. At December 31, 2024 and 2023, the Company had a research and development tax credit
receivable of $ 0 and $ 145,349, respectively, for R&D expenses incurred in Australia, included in prepaid and other current assets
within the accompanying consolidated statement of operations. The Company received the amount due in relation to the research and development
tax credit of $ 290,447 during the year ended December 31, 2024.

 Purchase
agreement with Prof. Zvi Vogel and Dr. Ilana Nathan

 On
December 26, 2017, Jay Pharma entered into a purchase agreement with Prof. Zvi Vogel and Dr. Ilana Nathan (the "Vogel-Nathan Purchase
Agreement"), pursuant to which Jay Pharma was assigned ownership rights to certain patents, which were filed and unissued as of
the date of the Vogel-Nathan Purchase Agreement. The patent portfolio acquired and developed under the Vogel-Nathan Purchase Agreement
was sold to undisclosed buyers for an amount not material to these financials in the first quarter of 2024. No additional financial or
other obligations exist regarding the Vogel-Nathan Purchase Agreement.

 Other
Consulting and Vendor Agreements

 The
Company has entered into a number of agreements and work orders for future consulting, clinical trial support, and testing services,
with terms ranging between one and 12 months. These agreements, in aggregate, commit the Company to approximately $ 0.3 million in future
cash payments.

 Reduction
in Force/Restructuring

 In
May 2023, the Company entered into a cost reduction plan, including a reduction in force ("RIF") of approximately 35 % of
its full-time employees to streamline its operations and conserve cash resources. Additionally, contracts with seven consultants that
were focused on the Akos cannabinoid spin-out were terminated. The plan included a focus on progressing the Company's existing
non-cannabinoid pipeline while reducing the rate of spend and managing cash flow. In June 2023, the Company completed the reduction in
force, with such severance expenses recorded in general and administrative accounts.

 In
June 2023, the Company entered into a separation agreement with Avani Kanubaddi, the Company's President and Chief Operating Officer
(the "Kanubaddi Separation Agreement"). In accordance with the Kanubaddi Separation Agreement, Mr. Kanubaddi received salary
and benefits that is paid out in twelve monthly installments beginning in July 2023, was eligible for his 2023 performance bonus, which
was not achieved, and any outstanding restricted stock units retained their vesting conditions.

 The
following table summarizes the Reduction in Force/Restructuring activity and ending balance at December 31, 2024 and 2023 for the remaining
severance payments included in accrued expenses in the consolidated balance sheet:

 SCHEDULE OF REDUCTION IN FORCE/RESTRUCTURING ACTIVITY

 Accrued Restructuring Costs

 January 1, 2023 Beginning balance

 $
 —

 Restructuring costs incurred

 1,004,033

 Restructuring costs paid

 ( 572,628
)

 Restructuring costs reversed

 ( 129,760
)

 December 31, 2023 ending balance

 $
 301,645

 Restructuring costs paid

 ( 301,645
)

 December 31, 2024 ending balance

 $
 —

 F- 26

 NOTES

 NOTE
13. INCOME TAXES

 The
Company's U.S. and foreign loss before income taxes are set forth below:

 SCHEDULE OF EARNING (LOSS) BEFORE INCOME
TAX

 2024

 2023

 2024

 2023

 United States

 $
 ( 7,465,630
)

 $
 ( 10,205,116
)

 ( 2,100,427
)

 ( 7,057,703
)

 Total

 $
 ( 9,566,057
)

 $
 ( 17,262,819
)

 For
the years ended December 31, 2024 and 2023, the Company recorded income tax expense of $ 8,930 and $ 28,913, respectively. The income tax
expense is as follows:

OF INCOME TAX EXPENSE BENEFITS

 Current:

 2024

 2023

 Federal

 $
 —

 $
 —

 State

 ( 8,930
)

 ( 28,913
)

 —

 $
 —

 Total
 current income tax (expense) benefit

 $
 ( 8,930
)

 $
 ( 28,913
)

 Deferred:

 Federal

 $
 —

 $
 —

 State

 —

 —

 —

 —

 Total
 deferred income tax (expense) benefit

 $
 —

 $
 —

 Total income tax expense

 $
 ( 8,930
)

 $
 ( 28,913
)

 The
Company's deferred tax assets and deferred tax liabilities consist of the following:

OF DEFERRED TAX ASSETS AND LIABILITIES

 2024

 2023

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforwards

 $
 12,010,882

 $
 10,889,863

 938,457

 1,185,399

 Research and development capitalized expenses

 563,389

 611,245

 Intangible amortization

 111,471

 80,518

 Other

 31,376

 70,730

 Less valuation allowances

 ( 13,655,575
)

 ( 12,837,755
)

 Net deferred tax assets

 $
 —

 $
 —

 The
Company had the following potentially utilizable net operating loss tax carryforwards:

OF OPERATING LOSS CARRY FORWARDS

 2024

 2023

 2024

 2023

 Federal

 $
 30,086,333

 $
 24,268,692

 State

 $
 14,467,439

 $
 11,220,065

 $
 17,543,639

 $
 17,672,420

 Net operating loss tax carryforwards

 $
 17,543,639

 $
 17,672,420

 F- 27

 NOTES

 The
Tax Cuts and Jobs Act of 2017 (the "Act") limits the net operating loss deduction to 80% of taxable income for losses arising
in tax years beginning after December 31, 2017. As of December 31, 2024, the Company had federal net operating loss carryforwards of $ 30,086,333 which can be carried forward indefinitely, state net operating losses carryforwards
of $ 14,467,439, of which $ 6,407,050 can be carried forward indefinitely and remainder can be carried 20 years and Canadian net operating
loss carryforwards of $ 17,543,639, of which $ 16,215,951 will begin to expire in 2040 and the remainder is carried forward indefinitely.

 The
Company's effective tax rate varied from the statutory rate as follows:

OF EFFECTIVE STATUTORY INCOME TAX RATE

 2024

 2023

 2024

 2023

 Federal income tax at the statutory rate

 ( 21.0
)%

 ( 21.0
)%

 State income tax rate (net of federal)

 ( 2.1
)%

 ( 1.2
)%

 Foreign tax rate differential

 2.1
 %

 ( 3.0
)%

 Non-deductible expenses

 1.0
 %

 1.4
 %

 Deferred true-up

 11.6
 %

 13.2
 %

 Change in valuation allowance

 8.5
 %

 10.8
 %

 Effective income tax rate

 0.1
 %

 0.2
 %

 In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences become deductible. The valuation allowance increased by
$ 817,820 and $ 1,859,862 during the years ended December 31, 2024 and 2023, respectively.

 The
Company files U.S. federal and state returns. The Company's foreign subsidiary also files a local tax return in their local jurisdiction.
From a U.S. federal, state and Canadian perspective the years that remain open to examination are consistent with each jurisdiction's
statute of limitations.

 Section

 The
utilization of the Company's net operating losses may be subject to a substantial limitation in the event of any significant future
changes in its ownership structure under Section 382 of the Internal Revenue Code and similar state provisions. Such limitation may result
in the expiration of the net operating loss carryforwards before their utilization. We have not conducted any studies to determine annual
limitations, if any, that could result from such changes in ownership.

 Section

 Beginning
in 2022, the Tax Cuts and Jobs Act of 2017 ("TCJA") eliminated the option to deduct research and development expenditures
in the current year and requires taxpayers to amortize US expenses over five years and foreign expense over fifteen years pursuant to
IRC Section 174. During the years ended December 31, 2024 and 2023, the Company has estimated and capitalized gross $ 202,147 and $ 463,696,
respectively, of research and development expenditures that will be amortized primarily over five years. This did not have a material
impact on the Company's tax liability for the years ended December 31, 2024 and 2023. The Company will continue to evaluate the
impact of these tax law changes on the current and future periods.

 NOTE
14. SUBSEQUENT EVENTS

 On
January 30, 2025, the Company commenced a best efforts public offering (the "Offering") of an aggregate of (i) 1,229,330
shares (the "Shares") of Common Stock of the Company, (ii) 437,336 pre-funded warrants (the "Pre-Funded Warrants")
to purchase 437,336 shares of Common Stock (the "Pre-Funded Warrant Shares"), (iii) 1,666,666 Series A warrants (the "Series
A Warrants") to purchase 1,666,666 shares of Common Stock (the "Series A Warrant Shares"), and (iv) 1,666,666 Series
B warrants (the "Series B Warrants," and together with the Series A Warrants, the "Warrants") to purchase 1,666,666
shares of Common Stock (the "Series B Warrant Shares"). Each Share or Pre-Funded Warrant was sold together with one Series
A Warrant to purchase one share of Common Stock and one Series B Warrant to purchase one share of Common Stock. The offering price for
each Share and accompanying Warrants was $ 3.00, and the offering price for each Pre-Funded Warrant and accompanying Warrants was $ 2.9999.
The Pre-Funded Warrants have an exercise price of $ 0.0001 per share, are exercisable immediately and will expire when exercised in full.
Each Warrant has an exercise price of $ 3.00 per share and will be exercisable immediately upon issuance ("Initial Exercise Date").
The Series A Warrants expire on the five-year anniversary of the Initial Exercise Date. The Series B Warrants expire on the 18-month
anniversary of the Initial Exercise Date.

 The
Offering closed on February 3, 2025. The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as
defined below), described in more detail below, and other offering expenses payable by the Company, but excluding the net proceeds, if
any, from the exercise of the Warrants, is approximately $ 4.2 million. The Company intends to use the net proceeds from the Offering
for working capital, EB-003 development, and general corporate purposes.

 F- 28

 NOTES

 In
connection with the Offering, the Company entered into a securities purchase agreement (the "Purchase Agreement") with a
certain institutional investor. Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 60 days after
the closing date of the Offering, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement
to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving
a variable rate transaction (as defined in the Purchase Agreement) until the one-year anniversary of the closing date of the Offering,
subject to an exception.

 A
holder will not have the right to exercise any portion of the Warrants or Pre-Funded Warrants if the holder (together with its affiliates)
would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants or the Pre-Funded
Warrants, respectively.

 Pursuant
to an engagement agreement, as amended, (the "Engagement Agreement") with H.C. Wainwright & Co., LLC (the "Placement
Agent"), the Company agreed to pay the Placement Agent in connection with the Offering (i) a cash fee equal to 7.0% of the aggregate
gross proceeds received in the Offering, (ii) a management fee equal to 1.0% of the aggregate gross proceeds received in the Offering,
(iii) a non-accountable expense allowance of $ 25,000, (iv) reimbursement of up to $ 100,000 for legal fees and expenses and other out
of pocket expenses and (v) up to $ 15,950 for the clearing expenses.

 Also
pursuant to the Engagement Agreement, the Company, in connection with the Offering, agreed to issue to the Placement Agent or its designees
warrants (the "Placement Agent Warrants") to purchase up to an aggregate of 116,666 shares of Common Stock (the "Placement
Agent Warrant Shares") (which represents 7.0 % of the Shares and Pre-Funded Warrants sold in the Offering). The Placement Agent
Warrants have an exercise price of $ 3.75 per share (which represents 125 % of the public offering price per Share and accompanying Warrants),
expire on January 30, 2030, and are exercisable following the Initial Exercise Date.

February 2025, a total of 437,336 shares of Common Stock have been issued due to exercises of the Pre-Funded Warrants and 25,000 shares
of Common Stock have been issued due to exercises of Series B Warrants.

 On
February 3, 2025, Akos entered into two licensing agreements with Restoration Biologics LLC ("Restoration Biologics"), a
biotechnology company focused on the treatment of joint disease. The companies have executed two licenses for Akos' cannabinoid-COX-2
conjugate compounds, for pharmaceutical and potential non-pharmaceutical applications.

 F- 29