Failure to Satisfy Listing Rule Form 8 K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported by Enveric Biosciences, Inc. (the "Company") on its Current Report on Form 8-K, the Company received a notification letter, dated May 16, 2024, from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq"), indicating that, based on the previous 30 consecutive business days, the Company's listed shares (the "Listed Shares") no longer met the minimum $1.00 bid price per share requirement for the continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days from May 16, 2024, or until November 12, 2024 ("Compliance Date"), to regain compliance with the Minimum Bid Price Requirement.

On November 20, 2024, the Nasdaq Staff issued a determination to the Company, which was communicated through a delisting notice (the "Delisting Notice"), indicating that the Company did not satisfy the Minimum Bid Price Requirement by the Compliance Date. The Delisting Notice indicated that the Company was not eligible for a second 180-day extension because it did not comply with the $5,000,000 minimum stockholders' equity initial listing requirement for the Nasdaq Capital Market. The Delisting Notice stated that unless the Company requested an appeal of this determination, the Listed Shares would be scheduled for delisting from the Nasdaq Capital Market and trading suspended. The Company intends to request a hearing (the "Hearing") before the Nasdaq Listing Qualifications Panel (the "Panel") to appeal (the "Appeal") the determination by the Nasdaq Staff, and to present its plan to regain and sustain compliance with the Minimum Bid Price Requirement.

The Appeal will stay any delisting or suspension action of the Listed Shares contemplated by the Delisting Notice (including the filing of a Form 25-NSE), pending the issuance of a final decision by the Panel. The Panel has broad discretionary public interest authority, which includes the discretion to grant the Company a period not to exceed 180 calendar days from November 20, 2024, to regain compliance. The Panel can also exercise that authority to apply additional or more stringent criteria for the continued listing of the Listed Shares, as well as suspend or delist the Listed Shares (including through the filing of a Form 25-NSE). Ultimately, there is no guarantee that the Panel will grant an extension of the compliance period or that the outcome of the Hearing or the Appeal (more generally) will be favorable to the Company.