Current Report Filing (8-k)
January 06 2021 - 5:11PM
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 30, 2020
Enveric
Biosciences, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-38286
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95-4484725
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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Enveric
Biosciences, Inc.
4851
Tamiami Trail N, Suite 200
Naples,
FL 34103
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (239) 302-1707
AMERI
Holdings, Inc.
5000
Research Court, Suite 750
Suwanee,
Georgia 30024
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.01 per share
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ENVB
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The
Nasdaq Stock Market
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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
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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Delisting
of Ameri Warrants
On
December 30, 2020, Enveric Biosciences, Inc. (the “Company”) received a written notice (the “Notice”)
from Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the
Company’s listed warrants (the “AMRHW Warrants”) would be suspended from listing on the Nasdaq
Capital Market. A Form 25-NSE was filed with the Securities and Exchange Commission on December 30, 2020, which removed the AMRHW
Warrants from listing and registration on the Nasdaq Capital Market. Following the delisting, the Company anticipates that the
AMRHW Warrants will be quoted on the over-the-counter markets operated by OTC Markets Group.
The
terms of the AMRHW Warrants are not affected by the delisting, and the AMRHW Warrants may still be exercised in accordance with
their terms to purchase common stock of the Company, par value $0.01 per share (the “Common Stock”).
The
listing of the Common Stock, which is traded on the Nasdaq Capital Market under the symbol ENVB, is not affected by the delisting
of the AMRHW Warrants.
Item
4.01.
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Change
in Registrant’s Certifying Accountant.
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On
January 5, 2021, the Audit Committee of the Board of Directors of the Company approved the dismissal of Ram Associates, CPA (“Ram”)
as the Company’s independent registered public accounting firm, effective December 31, 2020, and engaged Marcum LLP (“Marcum”)
as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
As
previously reported, on December 30, 2020, pursuant to a Tender Offer Support Agreement and Termination of Amalgamation Agreement
dated August 12, 2020, as amended by that certain Amendment No. 1 to the Tender Offer Support Agreement and Termination of Amalgamation
Agreement dated December 18, 2020 (as amended, the “Tender Agreement”), by and among the Company (previously
known as AMERI Holdings, Inc. (“Ameri”)), Jay Pharma Inc., a Canada corporation and a wholly owned subsidiary
of the Company (“Jay Pharma”), and certain other signatories thereto, the Company completed a tender
offer (the “Offer”) to purchase all of the outstanding common shares of Jay Pharma, and Jay Pharma became
a wholly-owned subsidiary of the Company, on the terms and conditions set forth in the Tender Agreement. Prior to the completion
of the Offer, Marcum served as the independent registered public accounting firm of Jay Pharma, and the Company believes the change
in auditors will be more efficient for reporting purposes.
The
reports of Ram on the Company’s financial statements for the fiscal years ended December 31, 2019 and 2018 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle,
except that such reports included an explanatory paragraph regarding substantial doubt as to the Company’s ability to continue
as a going concern. During the fiscal years ended December 31, 2019 and 2018 and the interim period ended September 30, 2020,
there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Ram on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements
if not resolved to the satisfaction of Ram would have caused them to make reference thereto in their reports on the financial
statements for such years and (ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The
Company provided Ram a copy of the above disclosures and has requested that Ram furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. Ram responded with a letter dated January 6, 2021, a copy of which
is attached hereto as Exhibit 16.1, stating that Ram agrees with the statements set forth above.
During
the fiscal years ended December 31, 2019 and 2018, and through December 31, 2020, the Company has not consulted with Marcum regarding
(i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the
Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item
7.01.
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Regulation
FD.
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On
January 5, 2021, the Company issued a press release announcing the appointment of Dr. Marcus Schabacker to the board of directors.
A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1,
is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
*
* *
SIGNATURES
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.
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ENVERIC
BIOSCIENCES, INC.
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Date:
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January
6, 2021
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By:
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/s/
David Johnson
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David
Johnson
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Chief
Executive Officer and Chairman of the Board of Directors
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