UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 11, 2019

Ameri Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-38286
95-4484725
(State or Other Jurisdiction of  Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5000 Research Court, Suite 750, Suwanee, Georgia
 
30024
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 935-4152

 
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2019, James Shad notified the Board of Directors (the “ Board ”) of Ameri Holdings, Inc. (the “ Company ”) of his resignation from the Board effective as February 11, 2019. Mr. Shad’s resignation from the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As a result of Mr. Shad’s resignation, the Board is currently comprised of four directors. A copy of the resignation letter from Mr. Shad, dated February 13, 2019 is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

No.
 
Description
     
 
Board Resignation Letter

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 14, 2019
AMERI HOLDINGS, INC.
   
 
By:
/s/ Barry Kostiner
   
Name:
Barry Kostiner
   
Title:
Chief Financial Officer


Exhibit 99.1

To the Board of Directors and Management of Ameri Holdings, Inc.:

I hereby resign from the board of directors (the “Board”) effective as of February 11, 2019.  There were no disagreements between the company, management or the Board and myself relative to these resignations.

Thank you for the opportunity to be of service.

Sincerely,

/s/ Jim Shad
 
Jim Shad