SecProbe.io

CORRESP
1
filename1.htm

June
8, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Frank
    Wyman

    Ibolya
    Ignat

    Re:

    Enveric
    Biosciences, Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2022

    Filed
    March 31, 2023

    File
    No. 001-38286

Ladies
and Gentlemen:

This
letter is submitted on behalf of Enveric Biosciences, Inc. (the “Company”) in response to a comment from the staff
(the “Staff”) of the Securities and Exchange Commission contained in the letter dated May 15, 2023 (the “Comment
Letter”) regarding the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2022 (the “Annual
Report”). In connection with this response to the Comment Letter, the Company is contemporaneously submitting via EDGAR an
amendment to the Annual Report, responding to the Staff’s comment in the Comment Letter (the “Amendment No. 1”).

The
following is the Company’s response to the Comment Letter. For your convenience, the Staff’s comment contained in the Comment
Letter has been restated below in its entirety in italic type, with the Company’s corresponding response set forth immediately
under such comment, including, where applicable, a cross-reference to the location of changes made in Amendment No. 1 in response to
the Staff’s comment. All page references in the response set forth below refer to page numbers in Amendment No. 1.

Form
10-K for Fiscal Year Ended December 31, 2022

Notes
to Consolidated Financial Statements

Note
1. Business and Liquidity and Other Uncertainties

Reverse
Stock Split, page F-9

    1.
    We
    note your disclosure that on July 14, 2022 you effected a 1-for-50 reverse stock split and that all historical and per share amounts
    reflected throughout your filing have been adjusted to reflect the reverse stock split. Please clarify whether the adjustments made
    to your historical 2021 financial statements, which were audited by Friedman LLP, have been audited by your current independent registered
    public accounting firm. Please advise and provide an updated audit report, as applicable. Refer to Section 4830 of the Division of
    Corporation Finance’s Financial Reporting Manual as well as the PCAOB Q&A on Adjustments to Prior-Period Financial Statements
    Audited by a Predecessor Auditor.

Haynes
                                       and Boone, LLP

    30
                                            Rockefeller Plaza | 26th Floor | New York, NY 10112

                                             212.659.7300
                                            | haynesboone.com

Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

June
8, 2023

Page
2

The
Company acknowledges the Staff’s comment and advises the Staff the Company has filed Amendment No. 1, which includes revised audit
reports in response to the Comment Letter. Please see pages F-1 through F-3 of Amendment No. 1.

Please
direct any questions or comments concerning this response to the undersigned at (212) 835-4823.

    Very
    truly yours,

    /s/
    Jayun Koo

    Jayun
    Koo, Esq.

    cc:
    Joseph
                                            Tucker, Enveric Biosciences, Inc.

    Kevin
    Coveney, Enveric Biosciences, Inc.