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): November 21, 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)

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

Title of Each Class
Trading Symbol
Name of Each Exchange on
Which Registered
Common Stock $0.01 par value per share
AMRH
The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock
AMRHW
The NASDAQ Stock Market LLC

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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 21, 2019, Ameri Holdings, Inc. (the “Company”) filed an amendment (the “Amendment”) to its certificate of incorporation to effectuate a reverse stock split of the Company’s common stock, par value $0.01 per share.  Pursuant to the reverse stock split, on November 25, 2019 at 6:00 AM EST (the “Effective Time”) each twenty-five (25) shares of common stock issued and outstanding will be combined into one (1) validly issued, fully paid and non-assessable share of common stock.  The par value per share remains the same.  The Amendment provides that no fractional shares will be issued; the Company will round up any fractional shares upon the consummation of the reverse stock split.

The reverse split ratio selected by the Board of Directors was selected pursuant to the authority granted to the Board of Directors by stockholders at the 2019 Annual Meeting. A copy of the Amendment filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01
Other Events

On November 22, 2019, the Company issued a press release announcing the reverse stock split. The press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d) Exhibits

3.1
Certificate of Amendment of Certificate of Incorporation, dated November 21, 2019
Press Release dated November 22, 2019

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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.
 
November 22, 2019
AMERI HOLDINGS, INC.
     
 
By:
/s/ Barry Kostiner
   
Name: Barry Kostiner
   
Title: Chief Financial Officer


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Exhibit 3.1

Certificate of Amendment
of
Amended and Restated Certificate of Incorporation
of
Ameri Holdings, Inc.

Under Section 242 of the Delaware General Corporation Law

Ameri Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

FIRST: The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following to the end of Article FOURTH, Section 1:

ARTICLE IV

“Effective as of 6 a.m., eastern time on  November 25, 2019 (the “Amendment Effective Time”), every twenty-five (25) shares of the Company’s Common Stock (the “Old Common Stock”) then issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined, converted and changed into one (1) share of Common Stock of the Company (the “New Common Stock”) (such formula herein, the “Determined Ratio” and such action, the “Reverse Stock Split”). No fractional shares shall be issued upon the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round up to the nearest whole share.

Further, every right, option and warrant to acquire shares of Old Common Stock outstanding immediately prior to the Amendment Effective Time shall, as of the Amendment Effective Time and without any further action, automatically be reclassified into the right to acquire one (1) share of New Common Stock based on the Determined Ratio of shares of Old Common Stock to shares of New Common Stock, but otherwise upon the terms of such right, option or warrant (except that the exercise or purchase price of such right, option or warrant shall be proportionately adjusted).

Shares of Common Stock that were outstanding prior to the Amendment Effective Time and that are not outstanding after the Amendment Effective Time shall resume the status of authorized but unissued shares of Common Stock.

SECOND: The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, I have signed this Certificate this 21st day of November, 2019

 
 /s/ Barry Kostiner
 
Barry Kostiner , Chief Financial Officer


Exhibit 99.1



AMERI00 ANNOUNCES 1-FOR-25 REVERSE STOCK SPLIT TO REGAIN NASDAQ COMPLIANCE

Common Stock to Begin Trading on a Split-Adjusted Basis at Market Open on Monday, November 25, 2019

ATLANTA, November 22, 2019 (GLOBE NEWSWIRE) -- AMERI Holdings, Inc. (Nasdaq: AMRH) (“Ameri100”), a specialized SAP® cloud, digital and enterprise solutions company, announced today that it will effect a reverse split of its common stock at a ratio of 1 for 25, effective Monday, November 25, 2019 (the “Effective Date”). The company’s common stock will begin trading on a split-adjusted basis when the markets open on the Effective Date under the existing trading symbol “AMRH.”

The reverse stock split is primarily intended to bring the company into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Capital Market. The new CUSIP number for the common stock following the reverse split will be 02362F 302.

On November 8, 2019, a majority of the company’s stockholders approved giving the Board discretionary authority to enact the reverse stock split. The Board approved the reverse stock split on a one for twenty-five ratio on November 21, 2019.

As a result of the reverse split, each 25 pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders. Proportionate adjustments will be made to the conversion and exercise prices of the company's outstanding warrants and stock options. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the par value of the common stock which stands at $0.01 per share.

“The reverse split has had solid support from stockholders and from our board of directors. We believe the change in capital structure can strongly benefit our stockholders and efforts by our Special Committee as it explores strategic alternatives to maximize shareholder value.” stated Brent Kelton, chief executive officer of Ameri100.

As was previously announced on August 26th, Ameri100’s Board of Directors, working together with its management team and legal and financial advisors, has commenced a process to explore, review, and evaluate a range of potential strategic alternatives focused on maximizing shareholder value. The Board of Directors has established a Special Committee comprised solely of independent directors to lead the strategic review process, and the Special Committee has retained independent legal advisors. The company has engaged a financial advisor to assist in its strategic review. There is no certainty that the review of strategic alternatives will result in Ameri Holdings pursuing a particular transaction or completing any such transaction.

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About Ameri100

Ameri100 is a specialized SAP® cloud, digital and enterprise solutions company which provides SAP® services to customers worldwide. Headquartered in Suwanee, Georgia, Ameri100 has offices in the U.S. and Canada. The Company also has global delivery centers in India. With its bespoke engagement model, the Company delivers transformational value to its clients across industry verticals. For further information, visit www.ameri100.com

Forward-Looking Statements

This press release includes forward-looking statements that relate to the business and expected future events or future performance of Ameri100 and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about Ameri100's financial and growth projections as well as statements concerning our plans, predictions, estimates, strategies, intentions, beliefs and other information concerning our business and the markets in which we operate. The future performance of Ameri100 may be adversely affected by the following risks and uncertainties: the level of market demand for our services, the highly-competitive market for the types of services that we offer, market conditions that could cause our customers to reduce their spending for our services, our ability to create, acquire and build new businesses and to grow our existing businesses, our ability to attract and retain qualified personnel, currency fluctuations and market conditions around the world, and other risks not specifically mentioned herein but those that are common to industry. For a more detailed discussion of these factors and risks, investors should review Ameri100's Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission (the “SEC”), which can be accessed through the SEC's website. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made. All forward-looking statements are qualified in their entirety by this cautionary statement, and Ameri100 undertakes no duty to update this information to reflect future events, information or circumstances.

Corporate Contact:
Barry Kostiner, Chief Financial Officer
IR@ameri100.com

Investor Relations Contact:
Sanjay M. Hurry
LHA Investor Relations
(212) 838-3777
IR@ameri100.com

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