Amended Current Report Filing (8-k/a)
January 11 2021 - 7:43AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1 to
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
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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[ ]
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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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[ ]
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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. [ ]
Explanatory
Note
Enveric
Biosciences, Inc., previously known as AMERI Holdings, Inc. (the “Company”), is filing this Amendment No. 1 to the
Company’s Current Report on Form 8-K, dated December 30, 2020, and filed with the Securities and Exchange Commission on
January 6, 2021, solely for the purpose of providing the financial statements and information required by Item 9.01(a) and the
pro forma financial information required by Item 9.01(b) in connection with the Company’s previously reported tender offer
(the “Offer”) to purchase all of the outstanding common shares of Jay Pharma, Inc. (“Jay Pharma”),
upon completion of which Jay Pharma became a wholly-owned subsidiary of the Company.
As
a result of the completion of the Offer, the historical financial statements of Jay Pharma will be reflected in the Company’s
quarterly and annual reports for periods ending after the effective time of the Offer. Accordingly, beginning with the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020, the Company will report results of Jay Pharma and the Company
on a consolidated basis.
Item
9.01.
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Financial
Statements and Exhibits
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(a)
Financial Statements of Business Acquired.
The
audited financial statements of Jay Pharma, Inc. as of and for the years ended December 31, 2019 and 2018, together with the reports
of Marcum LLP with respect thereto, are included as Exhibit 99.1 and are incorporated by reference herein. The unaudited condensed
financial statements of Jay Pharma as of and for the nine months ended September 30, 2020 are included as
Exhibit 99.2 hereto and are incorporated by reference herein.
(b)
Pro Forma Financial Information.
The
unaudited pro forma condensed combined statements of operations of the Company as of and for the year ended December 31 2019 and
balance sheets and statements of operations for the nine months ended September 30, 2020 are included as Exhibit
99.3 hereto and are incorporated by reference herein.
(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
11, 2021
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By:
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/s/
John Van Buiten
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John
Van Buiten
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Chief
Financial Officer
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