SCHEDULE: Ayrton Capital, Alto Fund Disclose 9.99% Stake in Enveric Biosciences

Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri have disclosed a 9.99% beneficial ownership stake in Enveric Biosciences, Inc., primarily through common stock and warrants.

Summary

• Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri (collectively, the "Reporting Persons") have reported beneficial ownership of 658,465 shares of Enveric Biosciences, Inc. common stock.
• This represents 9.99% of the company's outstanding common stock.
• The ownership consists of 292,064 shares of common stock directly held and 366,401 shares issuable upon the exercise of certain warrants.
• The shares issuable from warrants are subject to a 9.99% beneficial ownership blocker, preventing the Reporting Persons from exceeding this threshold upon exercise.
• The percentage is calculated based on 6,219,568 shares outstanding as of September 25, 2025, as stated in the Issuer's Form S-3 filed on September 29, 2025, plus the 366,401 warrant shares.
• The acquisition was made in the ordinary course of business and not for the purpose of changing or influencing control of Enveric Biosciences.

Sentiment

Score: 7

Explanation: The disclosure of a significant 9.99% beneficial ownership by an institutional investor group, including an investment fund and its manager, suggests a positive view on Enveric Biosciences' prospects. This level of ownership, while passive, can be seen as a vote of confidence.

Positives

• A significant institutional investor, Alto Opportunity Master Fund, managed by Ayrton Capital LLC, has taken a substantial 9.99% stake in Enveric Biosciences, potentially signaling confidence in the company's future.
• The investment includes both directly held common stock and warrants, indicating a long-term interest and potential for increased ownership up to the beneficial ownership blocker.

Negatives

• The 9.99% beneficial ownership blocker on warrant exercise limits the immediate upside potential for the Reporting Persons to increase their stake beyond this threshold without further disclosures or negotiations.

Risks

• The value of the investment is subject to the market performance of Enveric Biosciences' common stock.
• The exercise of warrants is subject to a 9.99% beneficial ownership blocker, which could limit the Reporting Persons' ability to fully convert their warrants if it would push their ownership above this threshold.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain any forward-looking statements or guidance from Enveric Biosciences, Inc. regarding its future outlook.

Management Comments

• I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This filing is a disclosure of beneficial ownership and does not provide specific analysis of broader industry trends or comparisons to competitors.

Corporate Governance

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake could be viewed positively, potentially increasing investor confidence and market liquidity.
• Company Management: Awareness of a large, passive institutional investor on the cap table.

Key Dates

Recommendation

The filing indicates a significant, passive institutional investment in Enveric Biosciences. While a 9.99% stake by a reputable investment group can be a positive signal, this Schedule 13G filing primarily discloses ownership and does not provide new operational or financial performance data for the company. The investment is stated to be in the ordinary course of business, not for control. Therefore, without additional information on the company's fundamentals or strategic direction, a "hold" recommendation is appropriate for existing investors, while potential new investors should conduct further due diligence beyond this ownership disclosure.

Keywords

Enveric Biosciences, EVBC, Ayrton Capital, Alto Opportunity Master Fund, Waqas Khatri, Schedule 13G, beneficial ownership, common stock, warrants, institutional investment, equity stake