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)
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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 |
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. [ ]
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Item
3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing. |
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.
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Item
4.01. |
Change
in Registrant’s Certifying Accountant. |
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).
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Item
7.01. |
Regulation
FD. |
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.
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Item
9.01. |
Financial
Statements and Exhibits. |
(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: |
January
6, 2021 |
By: |
/s/
David Johnson |
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David
Johnson |
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Chief
Executive Officer and Chairman of the Board of
Directors |
