Current Report Filing (8-k)
December 29 2020 - 10:07AM
Edgar (US Regulatory)
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): December 29, 2020
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 [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. [ ]
Item
5.07. Submission of Matters to a Vote of Security Holders.
Ameri
Holdings, Inc. (the “Company”) held a special meeting of the stockholders (the “Special Meeting”)
on December 29, 2020. The Special Meeting was originally adjourned on December 23, 2020.
As
of November 11, 2020, 2020, the record date for the Meeting, there were 7,441,320 shares of our common stock outstanding.
At
the Meeting, the stockholders voted on the following nine proposals and cast their votes as follows:
1.
To ratify the Ameri Share Issuance Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
3,916,886
|
|
118,333
|
|
41,682
|
2.
To ratify the Ameri Future Share Issuance Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
3,907,093
|
|
121,899
|
|
47,909
|
3.
To ratify the Reverse Stock Split Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
5,384,097
|
|
565,002
|
|
31,283
|
4.
To ratify the Spin-Off Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
3,814,370
|
|
192,198
|
|
70,333
|
5.
To ratify the A&R Charter Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
3,859,044
|
|
162,832
|
|
55,025
|
6.
To ratify the Incentive Plan Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
3,737,483
|
|
284,429
|
|
54,989
|
7.
To ratify the Put Right Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
3,828,174
|
|
215,277
|
|
33,450
|
8.
To ratify the Bonus Shares Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
3,719,020
|
|
318,131
|
|
39,750
|
9.
To ratify the Conversion Proposal.
Votes
For
|
|
Votes
Against
|
|
Votes
Abstained
|
3,794,393
|
|
219,303
|
|
63,205
|
In
connection with the approval of Proposal 9, the board of directors of the Company agreed to reduce the conversion price of the
June Debenture from $1.75 to $1.00. In connection with the approval of Proposal 9, the board of directors of the Company agreed to reduce the
conversion price of the June Debenture from $1.75 to $1.00. This Debenture has a current balance of principal and accrued interest
through the date hereof of $728,812.92. This reduction is effective immediately.
Item 8.01 Other Events
On
December 29, 2020, the Company issued a press release announcing the results of the Special Meeting. A
copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
December
29, 2020
|
AMERI
HOLDINGS, INC.
|
|
|
|
|
By:
|
/s/
Barry Kostiner
|
|
Name:
|
Barry
Kostiner
|
|
Title:
|
Chief
Financial Officer
|
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