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

 

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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.

 

Exhibit No.   Description
99.1   Press Release, dated December 29, 2020

 

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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.

 

December 29, 2020 AMERI HOLDINGS, INC.
     
  By: /s/ Barry Kostiner
  Name:  Barry Kostiner
  Title: Chief Financial Officer

 

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