Amended Current Report Filing (8-k/a)
September 16 2020 - 8:39AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): September 15, 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.)
|
4080
McGinnis Ferry Road, Suite 1306
Alpharetta,
Georgia
|
|
30005
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (770) 935-4152
N/A
|
(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. [ ]
EXPLANATORY
NOTE
On
September 11, 2020, Ameri Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form
8-K”) to report the entering into of the Exchange Agreement (as defined below) and the issuance of the New Debentures (as
defined below).
This
Amendment No. 1 amends the Original Form 8-K to reflect that the date of entering into the Exchange Agreement and the date of
issuance of the New Debentures is September 15, 2020, and not September 10, 2020 as stated in the Original Form 8-K.
Item
1.01. Entry into a Material Definitive Agreement.
Exchange
of Convertible Notes; Exchange Agreement
On
September 15, 2020, Ameri Holdings, Inc. (the “Company”) entered into separate Exchange Agreements with the holders
of certain 7.25% secured convertible note, which notes were originally issued on or about February 24, 2020 (the “Prior
Notes”). Pursuant to the Exchange Agreements, the holders agreed to exchange the Prior Notes for new convertible 7.25% debentures
(the “New Debentures”) in the aggregate principal amount of $1,002,979 which New Debentures are convertible into shares
of common stock of the Company at a conversion price of $1.11 per share. After the exchange, there are no Prior Notes outstanding.
The principal amount of the New Debentures is equal to the principal amount of the Prior Notes and the accrued interest thereon.
The New Debentures are due on the earlier of (i) the effective date of the Company’s contemplated transaction with Jay Pharma
or (ii) October 31, 2020 (the earliest of such dates, the “Maturity Date”).
The
foregoing description of the Exchange Agreement and the New Debentures are not complete and are qualified in its entirety by reference
to the full text of the forms of the Exchange Agreement and the New Debentures, copies of which are filed as Exhibits 10.1 and
10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
*
Filed with Original Form 8-K.
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.
September
16, 2020
|
AMERI
HOLDINGS, INC.
|
|
|
|
|
By:
|
/s/
Barry Kostiner
|
|
Name:
|
Barry
Kostiner
|
|
Title:
|
Chief
Financial Officer
|
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