SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 15, 2020
|Ameri Holdings, Inc.|
|(Exact name of registrant as specified in its charter)|
(State or Other Jurisdiction
4080 McGinnis Ferry Road, Suite 1306
|(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 [X]
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. [ ]
On September 11, 2020, Ameri Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the entering into of the Exchange Agreement (as defined below) and the issuance of the New Debentures (as defined below).
This Amendment No. 1 amends the Original Form 8-K to reflect that the date of entering into the Exchange Agreement and the date of issuance of the New Debentures is September 15, 2020, and not September 10, 2020 as stated in the Original Form 8-K.
Item 1.01. Entry into a Material Definitive Agreement.
Exchange of Convertible Notes; Exchange Agreement
On September 15, 2020, Ameri Holdings, Inc. (the “Company”) entered into separate Exchange Agreements with the holders of certain 7.25% secured convertible note, which notes were originally issued on or about February 24, 2020 (the “Prior Notes”). Pursuant to the Exchange Agreements, the holders agreed to exchange the Prior Notes for new convertible 7.25% debentures (the “New Debentures”) in the aggregate principal amount of $1,002,979 which New Debentures are convertible into shares of common stock of the Company at a conversion price of $1.11 per share. After the exchange, there are no Prior Notes outstanding. The principal amount of the New Debentures is equal to the principal amount of the Prior Notes and the accrued interest thereon. The New Debentures are due on the earlier of (i) the effective date of the Company’s contemplated transaction with Jay Pharma or (ii) October 31, 2020 (the earliest of such dates, the “Maturity Date”).
The foregoing description of the Exchange Agreement and the New Debentures are not complete and are qualified in its entirety by reference to the full text of the forms of the Exchange Agreement and the New Debentures, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02.
Item 9.01. Financial Statements and Exhibits
|10.1*||Form of Exchange Agreement|
|10.2*||Form of Debenture|
* Filed with Original Form 8-K.
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.
|September 16, 2020||AMERI HOLDINGS, INC.|
|By:||/s/ Barry Kostiner|
|Title:||Chief Financial Officer|