This report is the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 of Enveric Biosciences, Inc., which was formerly known as AMERI Holdings, Inc., prior to the completion on December 30, 2020 of the tender offer described below.

On December 30, 2020, pursuant to the previously announced 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 us, Jay Pharma Inc., a Canada corporation and a wholly owned subsidiary of the Company (“Jay Pharma”), and certain other signatories thereto, we completed a tender offer (the “Offer”) to purchase all of the outstanding common shares of Jay. Following the effective time of the Offer, we changed the name of our company from AMERI Holdings, Inc. to Enveric Biosciences, Inc. and effected a 1-for-4 reverse stock split of our issued and outstanding common stock. Immediately following completion of the Offer and the transactions contemplated in the Tender Agreement, but without giving effect to the issuance of the Series B Warrants (as defined below), (i) the former Jay Pharma equity holders (including certain investors in private placements that closed prior to the completion of the Offer) owned approximately 82.3% of the Company; (ii) former Ameri equity holders owned approximately 14.5% of the Company; and (iii) a financial advisor to Jay Pharma and Ameri owned approximately 3.2% of the Company.

The common stock on The Nasdaq Capital Market, previously trading through the close of business on December 30, 2020 under the ticker symbol “AMRH,” commenced trading on The Nasdaq Capital Market, on a post-reverse stock split adjusted basis, under the ticker symbol “ENVB” on December 31, 2020.

As previously reported, on January 10, 2020, Ameri and Ameri100 Inc. (“Private Ameri”) entered into a Share Purchase Agreement (the “Ameri Share Purchase Agreement”) pursuant to which Ameri agreed to contribute, transfer and convey to Private Ameri all of the issued and outstanding equity interests of the existing subsidiaries of Ameri, constituting the entire business and operations of Ameri and its subsidiaries, and wherein Private Ameri agreed to assume the liabilities of such subsidiaries (the “Spin-Off”).

On December 30, 2020, pursuant to the Ameri Share Purchase Agreement, Ameri consummated the Spin-Off and all of the issued and outstanding shares of Series A preferred stock of Ameri (the “Series A Preferred Stock”) were redeemed for an equal number of shares of Series A preferred stock of Private Ameri (“Private Ameri Preferred Stock”). Ameri contributed, transferred and conveyed to Private Ameri all of the issued and outstanding equity interests of the existing subsidiaries of Ameri, constituting the entire business and operations of Ameri and its subsidiaries, and Private Ameri assumed the liabilities of such subsidiaries.

Effective as of 4:02 pm Eastern Time on December 30, 2020, we filed an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock, at a ratio of one share for four shares. The net result of the reverse stock split was a 1-for-4 reverse stock split. We made proportionate adjustments to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units (if any) and warrants outstanding as of the effective times of the reverse stock split in accordance with the terms of each security based on the split ratio. Also, we reduced the number of shares reserved for issuance under our equity compensation plans proportionately based on the split ratios. Except for adjustments that resulted from the rounding up of fractional shares to the next whole share, the reverse stock split affected all stockholders uniformly and did not change any stockholder’s percentage ownership interest in our Company. All share and related option and warrant information presented in this annual report have been retroactively adjusted to reflect the reduced number of shares outstanding and the increase in share price which resulted from these actions; however, common stock share and per share amounts in certain of the documents incorporated by reference herein have not been adjusted to give effect to the reverse stock split.

In connection with the Tender Agreement, we filed an Amended and Restated Certificate of Incorporation and adopted amended and restated bylaws on December 30, 2020. For additional information regarding our organizational documents, please refer to our Current Report on Form 8-K filed with the SEC on January 6, 2021.

On December 30, 2020, we received a written notice (the “Notice”) from Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that our listed warrants (the “AMRHW Warrants”) would be suspended from listing on the Nasdaq Capital Market. A Form 25-NSE was filed with the SEC on December 30, 2020, which removed the AMRHW Warrants from listing and registration on the Nasdaq Capital Market.

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.

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.

This Annual Report on Form 10-K, including the documents that we incorporate by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, or the negative of these terms, or similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Annual Report on Form 10-K, and in particular those factors referenced in the section entitled “Risk Factors.”

This Annual Report on Form 10-K contains forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Numerous factors could cause our actual results to differ materially from those described in forward-looking statements, including, among other things:

~~Our business strategy may~~ be ~~unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all. If we are unable to successfully address these risks our business will be harmed.~~

~~Uncertain global economic conditions may continue to adversely affect demand for our services.~~

~~Our revenue and gross margin depend significantly on general economic conditions and the demand for IT services~~produced in the markets in which we operate. Economic weakness and constrained IT spending has resulted, and may result in the future, in decreased revenue, gross margin, earnings and growth rates. A material portion of our revenues and profitabilityU.S. each year is derived from our clients in North America and Canada. Recent or future weakening in these markets may result in high government deficits, credit downgrades or otherwise, could have a material adverse effect on our results of operations. Ongoing economic volatility and uncertainty affects our business in a number of other ways, including making it more difficult to accurately forecast client demand beyond the short term and effectively build our revenue and resource plans. Economic downturns also may lead to restructuring actions and associated expenses. Uncertainty about future economic conditions makes it difficult for us to forecast operating results and to make decisions about future investments. Delays or reductions in IT spending could have a material adverse effect on demand for our products and services, and consequently the results of operations, financial condition, cash flows and stock price.

~~Uncertain global SAP consulting market conditions may continue to adversely affect demand for our services.~~

We rely heavily on global demand for ERP services, especially SAP consulting by customers. Any weakness for these ERP services by global customers will adversely affect our revenue projections and hence our profits. SAP AG is adapting itself to the changes in the market especially towards cloud offerings. These changes may lead to SAP losing its market share to other competitors like Oracle, Microsoft, Salesforce and WorkDayallocated among ~~many other newer players. With these setbacks to SAP, we may face uncertain future due to dramatic changes in the market place~~individual companies, which, in turn, ~~will affect our revenues~~must annually apply to the DEA for individual manufacturing and ~~profits.~~

~~Our international operations subject us~~procurement quotas. The quotas apply equally to ~~exposure~~the manufacturing of the active pharmaceutical ingredient and production of dosage forms. The DEA may adjust aggregate production quotas a few times per year, and individual manufacturing or procurement quotas from time to ~~foreign currency fluctuations.~~

~~We have operations~~time during the year, although the DEA has substantial discretion in ~~three countries~~whether or not to make such adjustments for individual companies.

The states also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. State Authorities, including Boards of Pharmacy, regulate use of controlled substances in each state. Failure to maintain compliance with applicable requirements, particularly as we expand our international operations, more of our customers pay us in foreign currencies. Transactions in currencies other than U.S. dollars subject us to fluctuations in currency exchange rates. Accordingly, changes in exchange rates between the U.S. dollar and other currencies could have a material adverse effect on our revenues and net income, which may in turn have a negative impact on our business, results of operations, financial condition and cash flows. The exchange rate between the U.S. dollar and other currencies has changed substantially in recent years and may fluctuatemanifested in the ~~future. We expect that a majority~~loss or diversion of ~~our revenues will continue to be generated~~controlled substances, can result in U.S. dollars for the foreseeable future and that a significant portion of our expenses, including personnel costs, as well as capital and operating expenditures, will continue to be denominated in other currencies such as Indian Rupee. The hedging strategies that we may implement in the future to mitigate foreign currency exchange rate risks may not reduce or completely offset our exposure to foreign exchange rate fluctuations and may expose our business to unexpected market, operational and counterparty credit risks. Accordingly, we may incur losses from our use of foreign exchange derivate contractsenforcement action that could have a material adverse effect on our business, ~~results of~~ operations and financial condition.

The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.

~~Our inability~~

Europe/Rest of World Government Regulation

In addition to ~~recruit~~regulations in the U.S., we are and ~~retain IT professionals~~ will ~~adversely affect~~be subject, either directly or through our ~~ability~~distribution partners, to ~~deliver~~a variety of regulations in other jurisdictions governing, among other things, clinical trials and any commercial sales (including pricing and reimbursement) and distribution of our ~~services.~~

~~Our industry relies~~product candidates, if approved.

Whether or not we obtain FDA approval for a product, it must obtain the requisite approvals from regulatory authorities in non-U.S. countries prior to the commencement of clinical trials or marketing of the product in those countries.

In the European Union, medicinal products are subject to extensive pre- and post-marketing regulation by regulatory authorities at both the European Union and national levels. Additional rules also apply at the national level to the manufacture, import, export, storage, distribution and sale of controlled substances. In many European Union member states the regulatory authority responsible for medicinal products is also responsible for controlled substances. Responsibility is, however, split in some member states, such as the U.K. Generally, any company manufacturing or distributing a medicinal product containing a controlled substance in the European Union will need to hold a controlled substances license from the competent national authority and will be subject to specific record-keeping and security obligations. Separate import or export certificates are required for each shipment into or out of the member state.

Clinical Trials and Marketing Approval

Certain countries outside of the U.S. have a process that requires the submission of a clinical trial application much like an IND prior to the commencement of human clinical trials. In Europe, for example, a clinical trial application, or “CTA”, must be submitted to the competent national health authority and to independent ethics committees in each country in which a company intends to conduct clinical trials. Once the CTA is approved in accordance with a country’s requirements and a company has received favorable ethics committee approval, clinical trial development may proceed in that country.

The requirements and process governing the conduct of clinical trials, product licensing, pricing, and reimbursement vary from country to country, even though there is already some degree of legal harmonization in the European Union member states resulting from the national implementation of underlying European Union legislation. In all cases, the clinical trials must be conducted in accordance with the International Conference on ~~large numbers~~Harmonization, or “ICH”, guidelines on GCP and other applicable regulatory requirements.

To obtain regulatory approval to place a drug on the market in European Union countries, Enveric must submit a marketing authorization application. This application is similar to the NDA in the U.S., with the exception of, ~~skilled IT employees,~~among other things, country-specific document requirements. All application procedures require an application in the common technical document, or CTD, format, which includes the submission of detailed information about the manufacturing and ~~our success depends upon our ability to attract, develop, motivate~~quality of the product, and ~~retain a sufficient number of skilled IT professionals~~nonclinical and ~~project managers who possess~~clinical trial information. Drugs can be authorized in the ~~technical skills and experience necessary to deliver our services. Qualified IT professionals are in demand worldwide and are likely to remain a limited resource~~European Union by using (i) the centralized authorization procedure, (ii) the mutual recognition procedure, (iii) the decentralized procedure, or (iv) national authorization procedures.

The European Commission created the centralized procedure for the ~~foreseeable future. Our failure~~approval of human drugs to ~~attract~~facilitate marketing authorizations that are valid throughout the European Union and, by extension (after national implementing decisions) in Iceland, Liechtenstein and Norway, which, together with the European Union. member states, comprise the European Economic Area, or ~~retain qualified IT professionals~~“EEA”. Applicants file marketing authorization applications with the EMA, where they are reviewed by a relevant scientific committee, in most cases the Committee for Medicinal Products for Human Use (the “CHMP”). The EMA forwards CHMP opinions to the European Commission, which uses them as the basis for deciding whether to grant a marketing authorization. This procedure results in a single marketing authorization granted by the European Commission that is valid across the European Union, as well as in Iceland, Liechtenstein and Norway. The centralized procedure is compulsory for human drugs that are: (i) derived from biotechnology processes, such as genetic engineering, (ii) contain a new active substance indicated for the treatment of certain diseases, such as HIV/AIDS, cancer, diabetes, neurodegenerative diseases, autoimmune and other immune dysfunctions and viral diseases, (iii) officially designated “orphan drugs” (drugs used for rare human diseases), and (iv) advanced-therapy medicines, such as gene-therapy, somatic cell-therapy or tissue-engineered medicines. The centralized procedure may at the voluntary request of the applicant also be used for human drugs that do not fall within the above-mentioned categories if the CHMP agrees that the human drug (a) contains a new active substance not yet approved on November 20, 2005; (b) constitutes a significant therapeutic, scientific or technical innovation, or (c) authorization under the centralized procedure is in the interests of patients at the European Union level.

Under the centralized procedure in the European Union, the maximum time frame for the evaluation of a marketing authorization application by the EMA is 210 days (excluding clock stops, when additional written or oral information is to be provided by the applicant in response to questions asked by the CHMP), with adoption of the actual marketing authorization by the European Commission thereafter.

Accelerated evaluation might be granted by the CHMP in exceptional cases, when a medicinal product is expected to be of a major public health interest from the point of view of therapeutic innovation, defined by three cumulative criteria: the seriousness of the disease to be treated; the absence of an appropriate alternative therapeutic approach, and anticipation of exceptional high therapeutic benefit. In this circumstance, EMA ensures that the evaluation for the opinion of the CHMP is completed within 150 days and the opinion issued thereafter.

For those medicinal products for which the centralized procedure is not available, the applicant must submit marketing authorization applications to the national medicines regulators through one of three procedures: (i) the mutual recognition procedure (which must be used if the product has already been authorized in at least one other European Union member state, and in which the European Union member states are required to grant an authorization recognizing the existing authorization in the other European Union member state, unless they identify a serious risk to public health), (ii) the decentralized procedure (in which applications are submitted simultaneously in two or more European Union member states), or (iii) national authorization procedures (which results in a marketing authorization in a single European Union member state).

Mutual Recognition Procedure

The mutual recognition procedure, or “MRP”, for the approval of human drugs is an alternative approach to facilitate individual national marketing authorizations within the European Union. Basically, the MRP may be applied for all human drugs for which the centralized procedure is not obligatory. The MRP is applicable to the majority of conventional medicinal products, and must be used if the product has already been authorized in one or more member states.

The characteristic of the MRP is that the procedure builds on an already-existing marketing authorization in a member state of the European Union that is used as a reference in order to obtain marketing authorizations in other European Union member states. In the MRP, a marketing authorization for a drug already exists in one or more member states of the European Union and subsequently marketing authorization applications are made in other European Union member states by referring to the initial marketing authorization. The member state in which the marketing authorization was first granted will then act as the reference member state. The member states where the marketing authorization is subsequently applied for act as concerned member states. The concerned member states are required to grant an authorization recognizing the existing authorization in the reference member state, unless they identify a serious risk to public health.

The MRP is based on the principle of the mutual recognition by European Union member states of their respective national marketing authorizations. Based on a marketing authorization in the reference member state, the applicant may apply for marketing authorizations in other member states. In such case, the reference member state shall update its existing assessment report about the drug in 90 days. After the assessment is completed, copies of the report are sent to all member states, together with the approved summary of product characteristics, labeling and package leaflet. The concerned member states then have 90 days to recognize the decision of the reference member state and the summary of product characteristics, labeling and package leaflet. National marketing authorizations shall be granted within 30 days after acknowledgement of the agreement.

Should any Member State refuse to recognize the marketing authorization by the reference member state, on the grounds of potential serious risk to public health, the issue will be referred to a coordination group. Within a time frame of 60 days, member states shall, within the coordination group, make all efforts to reach a consensus. If this fails, the procedure is submitted to an EMA scientific committee for arbitration. The opinion of this EMA Committee is then forwarded to the European Commission, for the start of the decision-making process. As in the centralized procedure, this process entails consulting various European Commission Directorates General and the Standing Committee on Human Medicinal Products.

Data Exclusivity

In the European Union, marketing authorization applications for generic medicinal products do not need to include the results of pre-clinical and clinical trials, but instead can refer to the data included in the marketing authorization of a reference product for which regulatory data exclusivity has expired. If a marketing authorization is granted for a medicinal product containing a new active substance, that product benefits from eight years of data exclusivity, during which generic marketing authorization applications referring to the data of that product may not be accepted by the regulatory authorities, and a further two years of market exclusivity, during which such generic products may not be placed on the market. The two-year period may be extended to three years if during the first eight years a new therapeutic indication with significant clinical benefit over existing therapies is approved.

Orphan Medicinal Products

The EMA’s Committee for Orphan Medicinal Products (“COMP”) may recommend orphan medicinal product designation to promote the development of products that are intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating conditions affecting not more than 5 in 10,000 persons in the European Union. Additionally, designation is granted for products intended for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition and when, without incentives, it is unlikely that sales of the product in the European Union would be sufficient ~~numbers~~to justify the necessary investment in developing the medicinal product. The COMP may only recommend orphan medicinal product designation when the product in question offers a significant clinical benefit over existing approved products for the relevant indication. Following a positive opinion by the COMP, the European Commission adopts a decision granting orphan status. The COMP will reassess orphan status in parallel with EMA review of a marketing authorization application and orphan status may be withdrawn at that stage if it no longer fulfills the orphan criteria (for instance because in the meantime a new product was approved for the indication and no convincing data are available to demonstrate a significant benefit over that product). Orphan medicinal product designation entitles a party to financial incentives such as reduction of fees or fee waivers and ten years of market exclusivity is granted following marketing authorization. During this period, the competent authorities may not accept or approve any similar medicinal product, unless it offers a significant clinical benefit. This period may be reduced to six years if the orphan medicinal product designation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of market exclusivity.

Pediatric Development

In the European Union, companies developing a new medicinal product must agree to a Pediatric Investigation Plan, or “PIP”, with the EMA and must conduct pediatric clinical trials in accordance with that PIP unless a waiver applies, for example, because the relevant disease or condition occurs only in adults. The marketing authorization application for the product must include the results of pediatric clinical trials conducted in accordance with the PIP, unless a waiver applies, or a deferral has been granted, in which case the pediatric clinical trials must be completed at a later date. Products that are granted a marketing authorization on the basis of the pediatric clinical trials conducted in accordance with the PIP are eligible for a six-month extension of the protection under a supplementary protection certificate (if the product covered by it qualifies for one at the time of approval). This pediatric reward is subject to specific conditions and is not automatically available when data in compliance with the PIP are developed and submitted.

If we fail to comply with applicable foreign regulatory requirements, it may be subject to, among other things, fines, suspension of clinical trials, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.

In addition, most countries are parties to the Single Convention on Narcotic Drugs 1961, which governs international trade and domestic control of narcotic substances, including cannabis extracts. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle to us obtaining marketing approval for our product candidates in those countries. These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit our product candidates to be marketed, or achieving such amendments to the laws and regulations may take a prolonged period of time. In that case, we would be unable to market our product candidates in those countries in the near future or perhaps at all.

Employees

We continue to build on our leadership expertise. We employ two full-time and one part-time employee. We also work with scientific advisors, consultants and service providers, mainly through academic institutions and contract research organizations.

We have never had a work stoppage and none of its employees are covered by collective bargaining agreements or represented by a labor union. We believe that we have good relationships with our employees.

Legal Proceedings

From time to time, we may be a party to litigation that arises in the ordinary course of its business. Other than as described below, we do not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on ~~our business,~~its results of operations, financial condition ~~and~~or cash flows.

~~Our strategy to increase our growth through acquisitions may be unsuccessful and could adversely affect our business and results.~~

~~As part~~

On January 21, 2021, we received a stockholder litigation demand letter from the law firm of Purcell Julie & Lefkowitz LLP, on behalf of James Self, a purported stockholder of our ~~growth strategy,~~Company. The letter demands that we (i) deem ineffective the December 30, 2020 amendment to its Amended and Restated Certificate of Incorporation in which we effected a reverse stock split due to the manner in which non-votes by brokers were tabulated, (ii) seek appropriate relief for damages allegedly suffered by the company and its stockholders or seek a valid stockholder approval of the amendment and reverse stock split, and (iii) adopt adequate internal controls to prevent a recurrence of the alleged misconduct. We dispute that the amendment was ineffective or that there were any inadequate internal controls related to the same. However, to eliminate any questions about the amendment, we intend to ~~further acquire other businesses; however, there is no assurance that we will be able~~seek to ~~identify appropriate acquisition targets, successfully acquire identified targets or successfully integrate~~ratify the ~~business of acquired companies~~amendment at a special stockholders’ meeting pursuant to ~~realize the full benefits~~Section 204 of the ~~combined businesses.~~Delaware General Corporation Law. This special stockholders’ meeting is scheduled to occur on May 14, 2021.

~~- 10 -~~Item 1A. Risk Factors

~~While we recently acquired DCM, Virtuoso and Bigtech in connection with our growth strategy~~

Risks Related to ~~acquire other businesses, we can provide no assurance that we will identify appropriate acquisition targets, successfully complete any future acquisitions or successfully integrate~~Our Business

We are dependent on the business of companies we do acquire. Even if we successfully acquire a business entity, there is no assurance that our combined business will become profitable. The process of completing the integration of acquired businesses could cause an interruption of, or loss of momentum in, the activitiessuccess of our ~~company~~prospective product candidates, which are in early stages of development, and the loss of key personnel. The diversion of management's attention and any delays or difficulties encountered in connection with the pursuit of business acquisitions and the integration of acquired businesses, and the incurrence of significant, non-recurring costs in connection with proposed acquisitions, could have an adverse effect on our business, financial condition or results of operations.

~~We face intense competition from other service providers.~~

We are subject to intense competition in the industry in which we operate which may adversely affect our results of operations, financial condition and cash flows. We operate in a highly intensive competitive industry, which is served by numerous global, national, regional and local firms. Our industry has experienced rapid technological developments, changes in industry standards and customer requirements. The principal competitive factors in the IT markets include the range of services offered, size and scale of service provider, global reach, technical expertise, responsiveness to client needs, speed in delivery of IT solutions, quality of service and perceived value. Many companies also choose to perform some or all of their back-office IT and IT-enabled operations internally. Such competitiveness requires us to keep pace with technological developments and maintains leadership; enhance our service offerings, including the breadth of our services and portfolio, and address increasingly sophisticated customer requirements in a timely and cost-effective manner.

We market our service offerings to large and medium-sized organizations. Generally, the pricing for the projects depends on the type of contract, which includes time and material contracts, annual maintenance contracts (fixed time frame), fixed price contracts and transaction price based contracts. The intense competition and the changes in the general economic and business conditionsthere can ~~put pressure on us to change our prices. If our competitors offer deep discounts on certain services or provide services~~be no assurances that the marketplace considers more valuable, we may need to lower prices or offer other favorable terms in order to compete successfully. Any broad-based change to our prices and pricing policies could cause revenues to decline and may reduce margins and could adversely affect results of operations, financial condition and cash flows. Some of our competitors may bundle software products and services for promotional purposes or as a long-term pricing strategy or provide guarantees of prices and product implementations. These practices could, over time, significantly constrain the prices that we can charge for certain services. If we do not adapt our pricing models to reflect changes in customer use of our services or changes in customer demand, our revenues and cash flows could decrease.

Our competitors may have significantly greater financial, technical and marketing resources and greater name recognition and, therefore, may be better able to compete for new work and skilled professionals. Similarly, if our competitors are successful in identifying and implementing newer service enhancements in response to rapid changes in technology and customer preferences, they may be more successful at selling their services. If we are unable to respond to such changes our results of operations may be harmed. Further, a client may choose to use its own internal resources rather than engage an outside firm to perform the types of services we provide. We cannot be certain that we will be able to sustain our current levels of profitability or growth in the face of competitive pressures, including competition for skilled technology professionals and pricing pressure from competitors employing an on-site/offshore business model.

In addition, we may face competition from companies that increase in size or scope as the result of strategic alliances such as mergers or acquisitions. These transactions may include consolidation activity among hardware manufacturers, software companies and vendors and service providers. The result of any such ~~vertical integration may~~prospects will reach a particular stage in development, receive regulatory approval or be greater integration of products and services that were once offered separately by independent vendors. Our access to such products and services may be reduced as a result of such an industry trend, which could adversely affect our competitive position. These types of events could have a variety of negative effects on our competitive position and our financial results, such as reducing our revenue, increasing our costs, lowering our gross margin percentage and requiring us to recognize impairments on our assets.

successfully commercialized.

~~- 11 -~~

~~Our business could be adversely affected if we do not anticipate and respond to technology advances in our industry and our clients' industries.~~

The IT and offshore outsourcing and SAP consulting services industries are characterized by rapid technological change, evolving industry standards, changing client preferences and new product introductions.

Our success will depend ~~in part~~ on our ability to successfully develop ~~IT solutions~~and commercialize our prospective product candidates through our development programs. We intend to develop at least three product candidates by undergoing the long, costly clinical-trial process for each candidate under an Investigational New Drug Application (“IND”) and, eventually, obtaining FDA approval under a New Drug Application (“NDA”) before proceeding to market. In order to proceed with development of our pharmaceutical product candidates under the NDA pathway, we must obtain the FDA’s approval of our IND application and conduct preclinical and clinical trials in compliance with the applicable IND regulations, clinical-study protocols, and other applicable regulations and related requirements. We may never be able to develop products which are commercially viable or receive regulatory approval in the U.S. or elsewhere. There can be no assurance that ~~keep pace~~the FDA or any other regulatory authority will approve of our current or future product candidates.

In the United States, the FDA regulates drugs under the Federal Food, Drug and Cosmetic Act, or “FDCA,” and implementing regulations. Drugs are also subject to other federal, state and local statutes and regulations. The process of obtaining regulatory approvals and the subsequent compliance with ~~industry developments.~~ appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. The process required by the FDA before a new drug or biological product may be marketed in the United States generally involves the following:

●

Completion of preclinical laboratory tests, animal studies, and formulation studies according to Good Laboratory Practices and other applicable regulations;

	●	Submission to the FDA of an IND, which must become effective before human clinical trials may begin in the United States;
	●	Performance of adequate and well-controlled human clinical trials according to the FDA’s current good clinical practices, or GCPs, which sufficiently demonstrate the safety and efficacy of the proposed drug or biologic for its intended uses;
	●	Submission to the FDA of a New Drug Application, or an NDA, for a new drug product;
	●	Satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the drug or biologic is to be produced to assess compliance with the FDA’s current good manufacturing practice standards, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the drug’s or biologic’s identity, strength, quality and purity;
	●	Potential FDA audit of the nonclinical and clinical trial sites that generated the data in support of the NDA or biologics license application; and
	●	FDA review and, potentially, approval of the NDA.

The lengthy process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations require the expenditure of substantial resources. There can be no certainty that approvals will be granted.

We may encounter difficulties that may delay, suspend or scale back our efforts to advance additional early research programs through preclinical development and IND application filings and into clinical development.

We intend to advance early research programs through preclinical development and to file an IND application for human clinical trials evaluating the prospective product candidates in our pipeline. The preparation and submission of IND applications requires rigorous and time-consuming preclinical testing, the results of which must be sufficiently documented to establish, among other things, the toxicity, safety, manufacturing, chemistry and clinical protocol of the product candidates. We may experience unforeseen difficulties that could delay or otherwise prevent us from successfully executing our current development strategy. In addition, our ability to complete and file certain IND applications may depend on the support of our partners and the timely performance of their obligations under relevant collaboration agreements. If our relevant partners are not able to perform such obligations, or if they otherwise delay the progress, we may not be ~~successful in addressing these developments~~able to prepare and file the intended IND applications on a timely basis or at ~~all, if these developments are addressed, we will be successful in the marketplace. In addition, products~~all. Any delay, suspension or ~~technologies developed by others may not render~~reduction of our ~~services noncompetitive or obsolete. Our failure~~efforts to ~~address these developments~~pursue our preclinical and IND strategy could have a material adverse effect on our business ~~results of operations, financial condition~~ and ~~cash flows.~~

~~A significant number of organizations are attempting~~cause our share price to ~~migrate~~decline.

The novel coronavirus could adversely impact our business, ~~applications to advanced technologies. As a result, our ability to remain competitive will be dependent on several factors,~~ including our ~~ability~~current plans for product development, as well as any currently ongoing preclinical studies and clinical trials and any future studies or other development or commercialization activities.

Since COVID-19 was initially reported to ~~develop, train and hire employees with skills~~have surfaced in ~~advanced technologies, breadth and depth~~Wuhan, China in December 2019, it has spread globally, including countries in which we are currently, or plans to, conduct preclinical or clinical studies or other development activities. There is significant uncertainty as to the likely effects of ~~process and technology expertise, service quality, knowledge of industry, marketing and sales capabilities. Our failure to hire, train and retain employees with such skills~~this pandemic. As the ongoing COVID-19 pandemic continues, we will likely experience disruptions that could ~~have a material adverse~~severely impact on our business. Our ability to remain competitive will also be dependent on our ability to design and implement, in a timely and cost- effective manner, effective transition strategies for clients moving to advanced architectures. Our failure to design and implement such transition strategies in a timely and cost-effective manner could have a material adverse effect on our business, ~~results~~including, but not limited to, our current or future preclinical studies, clinical trials, regulatory progress, or any other development or commercialization activities, including (among others):

	●	delays or difficulties in enrolling patients in clinical trials;
	●	delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;
	●	diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials;
	●	interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others;
	●	limitations in employee resources that would otherwise be focused on the conduct of our clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people;
	●	delays in receiving approval from local regulatory authorities to initiate our planned clinical trials;
	●	delays in clinical sites receiving the supplies and materials needed to conduct our clinical trials;

	●	interruption in global shipping that may affect the transport of clinical trial materials, such as investigational drug product used in our clinical trials;
	●	changes in local regulations as part of a response to the COVID-19 outbreak which may require us to change the ways in which our clinical trials are conducted, which may result in unexpected costs, or to discontinue the clinical trials altogether;
	●	delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees;
	●	delay in the timing of interactions with the FDA due to absenteeism by federal employees or by the diversion of their efforts and attention to approval of other therapeutics or other activities related to COVID-19; and
	●	refusal of the FDA to accept data from clinical trials in affected geographies outside the United States.

In addition, the COVID-19 pandemic could disrupt our operations due to absenteeism by infected or ill members of ~~operations, financial condition and cash flows.~~

~~Our operations and assets in India expose us to regulatory, economic, political~~management or other employees, or absenteeism by members of management and other ~~uncertainties~~employees who elect not to come to work due to the illness affecting others in ~~India, which~~our office or laboratory facilities, or due to quarantines. COVID-19 could ~~harm our business.~~

~~We have an offshore presence in India where a number~~also impact members of our ~~technical professionals are located. In the past, the Indian economy has experienced many~~board of directors, resulting in absenteeism from meetings of the ~~problems confronting~~directors or committees of directors, and making it more difficult to convene the ~~economies~~quorums of ~~developing countries, including high inflation and varying gross domestic product growth. Salaries and other related benefits constitute a major portion~~the full board of directors or our committees needed to conduct meetings for the management of our ~~total operating costs. Many~~affairs.

The global COVID-19 pandemic continues to rapidly evolve. The extent to which COVID-19 may impact our business, preclinical studies and clinical trials will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of ~~our employees based in India where our wage costs have historically been significantly lower than wage costs~~the disease, the duration of the pandemic, travel restrictions and social distancing in the United States and ~~Europe~~other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.

We have significant and increasing liquidity needs and may require additional funding.

Research and development, management and administrative expenses and cash used for ~~comparably skilled professionals,~~operations will continue to be significant and ~~this has been one~~may increase substantially in the future in connection with new and continued research and development initiatives and our pursuit of IND authorization(s) for some or all of our ~~competitive advantages. However, wage increases~~product candidates, as is required to initiate clinical trials in ~~India or other countries where we have~~human subjects in the United States. We will need to raise additional capital to fund our operations, ~~may prevent us from sustaining this competitive advantage if wages increase. We may need~~continue to ~~increase the levels~~conduct clinical trials to support potential regulatory approval of marketing applications, and to fund commercialization of our ~~employee compensation more rapidly than~~current and future product candidates.

The amount and timing of our future funding requirements will depend on many factors, including, but not limited to:

	●	the scope, number, initiation, progress, timing, costs, design, duration, delays (if any), and results of preclinical and clinical studies for our current or future product candidates;

	●	the outcome, timing and cost of regulatory reviews, approvals or other actions to meet regulatory requirements established by the FDA, and comparable foreign regulatory authorities;

	●	the timing and amount of revenue generated or received, including any revenue from grants or other sources;

	●	the rate of progress and cost of our clinical trials and other product development programs;

	●	costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights associated with our current and future product candidates;

	●	the effect of competing technological and market developments;

	●	personnel, facilities and equipment requirements; and

	●	the terms and timing of any additional collaborative, licensing, co-promotion or other arrangements that we may establish.

While we expect to fund our future capital requirements from financing arrangements, we cannot assure you that any such financing arrangements will be available to it on favorable terms, or at all. Further, even if we can raise funds from financing arrangements, the amounts raised may not be sufficient to meet our future capital requirements.

We depend on our current key personnel and our ability to attract and retain employees.

Our future growth and success depends on our ability to recruit, retain, manage and motivate our employees. We are highly dependent on our current management and scientific personnel, including David Johnson, Avani Kanubaddi, and Dr. Robert Wilkins. The inability to hire or retain experienced management personnel could adversely affect our ability to execute our business plan and harm our operating results. Due to the specialized scientific and managerial nature of our business, we rely heavily on our ability to attract and retain qualified scientific, technical and managerial personnel. The competition for qualified personnel in the ~~past to retain talent. If such events occur,~~pharmaceutical field is intense and we may be unable to continue to ~~increase~~attract and retain qualified personnel necessary for the ~~efficiency and productivity~~development of our ~~employees~~business or to recruit suitable replacement personnel.

There has been limited study on the effects of medical cannabinoids, and ~~wage increases~~future clinical research studies may lead to conclusions that dispute or conflict with our understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing, and social acceptance of cannabinoids.

Research relating to the medical benefits, viability, safety, efficacy, and dosing of cannabinoids remains in relatively early stages. There have been few clinical trials on the benefits of cannabinoids conducted by us or by others. Future research and clinical trials may draw opposing conclusions to statements contained in the ~~long term~~articles, reports and studies We have relied on, or could reach different or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other facts and perceptions related to cannabinoids, which could adversely affect social acceptance of cannabinoids and the demand for our product candidates.

We expect to face intense competition, often from companies with greater resources and experience than us.

The pharmaceutical industry is highly competitive and subject to rapid change. The industry continues to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than us. Some of these competitors and potential competitors have more experience than us in the development of pharmaceutical products, including validation procedures and regulatory matters. In addition, our future product candidates, if successfully developed, will compete with product offerings from large and well-established companies that have greater marketing and sales experience and capabilities than us or our collaboration partners have. Other companies with greater resources than we may ~~reduce~~announce similar plans in the future. In addition, there are other non-FDA approved CBD preparations being made available from other companies, which might attempt to compete with our ~~profit margins.~~

future product candidates. If we are unable to compete successfully, our commercial opportunities will be reduced and our business, results of operations and financial conditions may be materially harmed.

Our ~~clients~~current and future preclinical and clinical studies may ~~seek~~be conducted outside the United States, and the FDA may not accept data from such studies to ~~reduce their dependence on India~~support any NDAs we may submit after completing the applicable developmental and regulatory prerequisites.

We are conducting, or may conduct, preclinical and/or clinical studies outside the United States. For example, we have conducted preclinical studies in Israel, and plan to conduct clinical studies for ~~outsourced IT services~~one or ~~take advantage~~more product candidates in Israel or other non-U.S. countries. To the extent we do not conduct these clinical trials under an IND, the FDA may not accept data from such trials. Although the FDA may accept data from clinical trials conducted outside the United States that are not conducted under an IND, the FDA’s acceptance of these data is subject to certain conditions. For example, the clinical trial must be well designed and conducted and performed by qualified investigators in accordance with ethical principles and all applicable FDA regulations. The trial population must also adequately represent the intended U.S. population, and the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems clinically meaningful. In general, the patient population for any clinical trials conducted outside of the ~~services provided~~United States must be representative of the population for whom we intend to market the product candidate in ~~countries with labor costs similar~~the United States, if approved. In addition, while these clinical trials are subject to ~~or lower than India.~~

~~Clients which presently outsource a significant proportion~~the applicable local laws, FDA acceptance of their IT services requirements to vendors in India may, for various reasons, including in response to rising labor costs in India and to diversify geographic risk, seek to reduce their dependence on one country. We expect that future competitionthe data will increasingly include firms with operations in other countries, especially those countries with labor costs similar to or lower than India, such as China, the Philippines and countries in Eastern Europe. Since wage costs in our industry in India are increasing,be dependent upon our ability to ~~compete effectively~~verify the data and our determination that the trials also complied with all applicable U.S. laws and regulations. We cannot guarantee that the FDA will ~~become increasingly~~accept data from trials conducted outside of the United States. If the FDA does not accept the data from such clinical trials, we would likely result in the need for additional trials and the completion of additional regulatory steps, which would be costly and time-consuming and could delay or permanently halt our development of our product candidates.

Because the results of preclinical studies and earlier clinical trials are not necessarily predictive of future results, we may not have favorable results in our planned and future clinical trials.

Successful development of therapeutic products is highly uncertain and is dependent on numerous factors, many of which are beyond our control. Product candidates that appear promising in the early phases of development may fail to reach the market for several reasons including:

●

preclinical study results that may show the product to be less effective than desired (e.g., the study failed to meet our primary objectives) or to have harmful or problematic side effects;

	●	failure to receive the necessary regulatory approvals or a delay in receiving such approvals. Among other things, such delays may be caused by slow enrollment in clinical studies, length of time to achieve study endpoints, additional time requirements for data analysis or an IND and later NDA, preparation, discussions with the FDA, an FDA request for additional preclinical or clinical data or unexpected safety or manufacturing issues;

	●	manufacturing costs, pricing, or reimbursement issues or other factors that make the product not economical; and

	●	the proprietary rights of others and their competing products and technologies that may prevent the product from being commercialized.

Any positive results from our preclinical testing of our prospective product candidates may not necessarily be predictive of the results from planned or future clinical trials for such product candidates. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical trials after achieving positive results in preclinical and early clinical development, and we cannot be certain that we will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings while clinical trials were underway or safety or efficacy observations in clinical trials, including adverse events. Moreover, our interpretation of clinical data or our conclusions based on the preclinical in vitro and in vivo models may prove inaccurate, as preclinical and clinical data can be susceptible to varying interpretations and analyses, and many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA or other regulatory approvals. If we fail to produce positive results in our planned clinical trial for our product candidates for the treatment of GBM, or our future clinical trials, the development timeline and regulatory approval and commercialization prospects for such product candidates, and, correspondingly, our business and financial prospects, would be materially adversely affected.

Business interruptions could delay us in the process of developing our product candidates.

Loss of our stored materials or facilities through fire, theft, or other causes could have an adverse effect on our ability to continue product development activities and to conduct our business. Even if we obtain insurance coverage to compensate us for such business interruptions, such coverage may prove insufficient to fully compensate us for the damage to our business resulting from any significant property or casualty loss.

Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and legal requirements.

We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with FDA, SEC or Office of Inspector General regulations, or regulations of any other applicable regulatory authority, failure to provide accurate information to the FDA or the SEC, comply with applicable manufacturing standards, other federal, state or foreign laws and regulations, report information or data accurately or disclose unauthorized activities. Employee misconduct could also involve the improper use of confidential or protected information, including information obtained in the course of clinical trials, or illegal pre-approval promotion of drug candidates, which could result in government investigations, enforcement actions and serious harm to our reputation. We have adopted a Corporate Code of Conduct and Ethics and Whistleblower Policy, but employee misconduct is not always possible to identify and deter. The precautions we take to detect and prevent these prohibited activities may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending our Company or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.

Our proprietary information, or that of our customers, suppliers and business partners, may be lost or we may suffer security breaches.

In the ordinary course of our business, we expect to collect and store sensitive data, including valuable and commercially sensitive intellectual property, clinical trial data, our proprietary business information and that of our future customers, suppliers and business partners, and personally identifiable information of our customers, clinical trial subjects and employees, patients, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disrupt our operations, damage our reputation, and cause a loss of confidence in our products and our ability to conduct clinical trials, which could adversely affect our business and reputation and lead to delays in gaining regulatory approvals for our future product candidates. Although we may obtain business interruption insurance coverage in the ~~quality~~future, our insurance might not cover all losses from any future breaches of our ~~services and~~systems.

Failure of our ~~expertise in specific industries. If labor costs in India rise at a rate that is~~information technology systems, including cybersecurity attacks or other data security incidents, could significantly ~~greater than labor costs in other countries,~~disrupt the operation of our ~~reliance~~business.

Our business depends on the ~~labor~~use of information technologies. Our ability to execute our business plan and to comply with regulators’ requirements with respect to data control and data integrity, depends, in ~~India may reduce~~part, on the uninterrupted performance of our ~~profit margins~~information technology systems, or IT systems and the IT systems supplied by third-party service providers. Our IT systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious human acts, natural disasters and more sophisticated and targeted cyber-related attacks that pose a risk to the security of our information systems and networks and the confidentiality, availability and integrity of data and information. A successful cybersecurity attack or other data security incident could result in the misappropriation and/or loss of confidential or personal information, create system interruptions, or deploy malicious software that attacks our systems. It is also possible that a cybersecurity attack might not be noticed for some period of time. In addition, sustained or repeated system failures or problems arising during the upgrade of any of our IT systems that interrupt our ability to generate and maintain data could adversely affect our ability to ~~compete,~~operate our business. The occurrence of a cybersecurity attack or incident could result in business interruptions from the disruption of our IT systems, or negative publicity resulting in reputational damage with our shareholders and other stakeholders and/or increased costs to prevent, respond to or mitigate cybersecurity events. In addition, the unauthorized dissemination of sensitive personal information or proprietary or confidential information could expose us or other third-parties to regulatory fines or penalties, litigation and potential liability, or otherwise harm our business.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent it from accessing critical information or expose it to liability, which ~~would,~~could adversely affect our business and its reputation.

In the ordinary course of our business, we expect to collect and store sensitive data, including legally protected patient health information, credit card information, personally identifiable information about our employees, intellectual property, and proprietary business information. We expect to manage and maintain its applications and data utilizing on-site systems. These applications and data encompass a wide variety of business-critical information including research and development information, commercial information and business and financial information.

The secure processing, storage, maintenance and transmission of this critical information is vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers, or viruses, breaches or interruptions due to employee error, malfeasance or other disruptions, or lapses in ~~turn, have a negative impact on~~compliance with privacy and security mandates. Any such virus, breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. In the future, any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, such as the Health Insurance Portability and Accountability Act and European Union General Data Protection Regulation, government enforcement actions and regulatory penalties. Unauthorized access, loss or dissemination could also disrupt our operations, including our ability to process samples, provide test results, share and monitor safety data, bill payors or patients, provide customer support services, conduct research and development activities, process and prepare company financial information, manage various general and administrative aspects of our business and may damage our reputation, any of which could adversely affect our business, financial condition and results of operations.

~~- 12 -~~

Our ~~business could be materially adversely affected if we do~~operating results may vary significantly in future periods.

We are in the early stages of product development and expects to focus substantial efforts for, at least, the next several years on preclinical and clinical trials and other research and development activities. We have not orobtained regulatory approval for any product candidates. Our revenues, expenses and operating results are ~~unable~~likely to ~~protect~~fluctuate significantly in the future. We expect to incur substantial additional operating expenses over the next several years as our ~~intellectual property or if~~research, development, and preclinical and clinical study activities increase. Our financial results are unpredictable and may fluctuate, for among other reasons, due to:

	●	the scope, number, progress, duration, endpoints, cost, results, and timing of our preclinical testing and clinical studies of current or potential future product candidates

	●	our ability to obtain additional funding to develop product candidates; and

	●	delays in the commencement, enrollment and timing of clinical studies.

A high portion of our ~~services~~costs are ~~found to infringe upon or misappropriate the intellectual property of others.~~

~~Our success depends~~predetermined on an annual basis, due in part ~~upon certain methodologies~~to our significant research and ~~tools~~development costs. Thus, small declines in revenue could disproportionately affect financial results in a quarter.

Risks Related to Regulatory Matters

Our prospective products will be subject to the various federal and state laws and regulations relating to health and safety.

We are in the process of developing investigational new drugs for which we intend to pursue FDA approval via the New Drug Application (“NDA”) process. In these product candidates, cannabinoid(s) will be the active pharmaceutical ingredient.

In connection with our development and future commercialization (if applicable) of the above-described prospective products, we and each contemplated product candidate are subject to the Federal Food Drug and Cosmetic Act (FDCA). The FDCA is intended to assure the consumer, in part, that drugs and devices are safe and effective for their intended uses and that all labeling and packaging is truthful, informative, and not deceptive. The FDCA and FDA regulations define the term “drug,” in part, by reference to its intended use, as “articles intended for use in ~~designing, developing~~the diagnosis, cure, mitigation, treatment, or prevention of disease” and ~~implementing applications systems in providing our services. We rely upon a combination~~“articles (other than food) intended to affect the structure or any function of ~~nondisclosure~~the body of man or other animals.” Therefore, almost any ingested or topical or injectable product that, through its label or labeling (including internet websites, promotional pamphlets, and other ~~contractual arrangements and intellectual property laws~~marketing material), that is claimed to ~~protect confidential information and intellectual property rights~~be beneficial for such uses will be regulated by FDA as a drug. The definition also includes components of ~~ours and~~drugs, such as active pharmaceutical ingredients. Drugs must generally either receive premarket approval by FDA through the NDA process or conform to a “monograph” for a particular drug category, as established by FDA’s Over-the-Counter (OTC) Drug Review. If the FDA does not award premarket approval for our ~~third parties from whom we license intellectual property. We enter into confidentiality agreements with our employees and limit distribution of proprietary information. The steps we take in~~product candidates through the NDA process, this regard may not be adequate to deter misappropriation of proprietary information and we may not be able to detect unauthorized use of, protect or enforce our intellectual property rights. At the same time, our competitors may independently develop similar technology or duplicate our products or services. Any significant misappropriation, infringement or devaluation of such rights could have a material adverse effect upon our business, results of operations, financial condition and cash flows.

Litigation may be required to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time consuming and costly. Although we believe that our services do not infringe or misappropriate on the intellectual property rights of others and that we have all rights necessary to utilize the intellectual property employed in our business, defense against these claims, even if not meritorious, could be expensive and divert our attention and resources from operating our company. A successful claim of intellectual property infringement against us could require us to pay a substantial damage award, develop non-infringing technology, obtain a license or cease selling the products or services that contain the infringing technology. Such events could have a material adverse effect on our business, financial condition and results of ~~operations~~operations.

Clinical trials are expensive, time-consuming, uncertain and ~~cash flows.~~

~~Any disruption~~susceptible to change, delay or termination. The results of clinical trials are open to differing interpretations.

We currently have two potential product candidates that are in preclinical development as an investigational combination therapy for GBM and other forms of cancer and intends to pursue preclinical and clinical development for other prospective candidates as well, including, but not limited to, a candidate targeting radiodermatitis. After completing the ~~supply~~requisite preclinical testing, IND submission, internal review board (“IRB”) review, and any other applicable early-development obligations, we must conduct extensive clinical trials to demonstrate the safety and efficacy of ~~power, IT infrastructure~~the product candidates. Clinical testing is expensive, time consuming, and ~~telecommunications lines~~uncertain as to outcome. We cannot guarantee that any clinical trials will be conducted as planned or completed on schedule, or at all. Failures in connection with one or more clinical trials can occur at any stage of testing.

Regulatory agencies may analyze or interpret the results of clinical trials differently than us. Even if the results of our ~~facilities could disrupt our business process or subject us to additional costs.~~

~~Any disruption in basic infrastructure, including~~clinical trials are favorable, the ~~supply of power, could negatively impact our ability to provide timely or adequate services to our clients. We rely on~~clinical trials for a number of ~~telecommunications service and other infrastructure providers~~our product candidates are expected to maintain communications between our various facilities and clients in India, the United States and elsewhere. Telecommunications networks are subject to failures and periods of service disruption, which can adversely affect our ability to maintain active voice and data communications among our facilities and with our clients. Such disruptions may cause harm to our clients' business. We do not maintain business interruption insurancecontinue for several years and may ~~not be covered for any claims~~take significantly longer to complete. Events that may prevent successful or ~~damages if the supply~~timely completion of power, IT infrastructure or telecommunications lines is disrupted. This could disrupt our business process or subject us to additional costs, materially adversely affecting our business, results of operations, financial condition and cash flows.clinical development include:

	●	delays in reaching a consensus with regulatory authorities on trial design;

	●	delays in reaching agreement on acceptable terms with prospective contract research organization (“CRO”) and clinical trial sites;

	●	delays in opening clinical trial sites or obtaining required IRB or independent ethics committee approval at each clinical trial site;

	●	actual or perceived lack of effectiveness of any product candidate during clinical trials;

	●	discovery of serious or unexpected toxicities or side effects experienced by trial participants or other safety issues, such as drug interactions, including those which cause confounding changes to the levels of other concomitant medications;

	●	slower than expected rates of subject recruitment and enrollment rates in clinical trials;

	●	difficulty in retaining subjects for the entire duration of applicable clinical studies (as study subjects may withdraw at any time due to adverse side effects from the therapy, insufficient efficacy, fatigue with the clinical trial process or for any other reason;

	●	delays or inability in manufacturing or obtaining sufficient quantities of materials for use in clinical trials due to regulatory and manufacturing constraints;

	●	inadequacy of or changes in our manufacturing process or product candidate formulation;

	●	delays in obtaining regulatory authorization s, such as INDs and any others that must be obtained, maintained, and/or satisfied to commence a clinical trial, including “clinical holds” or delays requiring suspension or termination of a trial by a regulatory agency, such as the FDA, before or after a trial is commenced;

System security risks and cyber-attacks could disrupt our information technology services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.

~~Security and availability of IT infrastructure is~~

	●	changes in applicable regulatory policies and regulation, including changes to requirements imposed on the extent, nature or timing of studies;

	●	delays or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective clinical trial sites;

	●	uncertainty regarding proper dosing;

	●	delay or failure to supply product for use in clinical trials which conforms to regulatory specification;

	●	unfavorable results from ongoing pre-clinical studies and clinical trials;

	●	failure of our CROs, or other third-party contractors to comply with all contractual requirements or to perform their services in a timely or acceptable manner;

	●	failure by us, our employees, our CROs or their employees to comply with all applicable FDA or other regulatory requirements relating to the conduct of clinical trials;

	●	scheduling conflicts with participating clinicians and clinical institutions;

	●	failure to design appropriate clinical trial protocols;

	●	regulatory concerns with cannabinoid products, generally, and the potential for abuse;

	●	insufficient data to support regulatory approval;

	●	inability or unwillingness of medical investigators to follow our clinical protocols; or

	●	difficulty in maintaining contact with patients during or after treatment, which may result in incomplete data.

Any of the ~~utmost concern for our business, and the security of critical information and infrastructure necessary for rendering services is also one of the top priorities of our customers.~~

System security risks and cyber-attacks could breach the security and disrupt the availability of our IT services provided to customers. Any such breach or disruption could allow the misuse of our information systems, resulting in litigation and potential liability for us, the loss of existing or potential clients, damage to our reputation and diminished brand value and could have a material adverse effect on our financial condition.

~~- 13 -~~

Our network and our deployed security controls could also be penetrated by a skilled computer hacker or intruder. Further, a hacker or intruder could compromise the confidentiality and integrity of our protected information, including personally identifiable information; deploy malicious software or code like computer viruses, worms or Trojan horses, etc. may exploit any security vulnerabilities, known or unknown, of our information system; cause disruption in the availability of our information and services; and attack our information system through various other mediums.

We also procure software or hardware products from third party a vendor that provide, manages and monitors our services. Such products may contain known or unfamiliar manufacturing, design or other defects which may allow a security breach or cyber-attack, if exploited by a computer hacker or intruder, or may be capable of disrupting performance of our IT services and prevent us from providing services to our clients.

In addition, we manage, store, process, transmit and have access to significant amounts of data and information that may include our proprietary and confidential information and that of our clients. This data may include personal information, sensitive personal information, personally identifiable information or other critical data and information, of our employees, contractors, officials, directors, end customers of our clients or others, by which any individual may be identified or likely to be identified. Our data security and privacy systems and procedures meet applicable regulatory standards and undergo periodic compliance audits by independent third parties and customers. However, if our compliance with these standards is inadequate, we may be subject to regulatory penalties and litigation, resulting in potential liability for us and an adverse impact on our business.

We are still susceptible to data security or privacy breaches, including accidental or deliberate loss and unauthorized disclosure or dissemination of such data or information. Any breach of such data or information may lead to identity theft, impersonation, deception, fraud, misappropriation or other offenses in which such information may be used to cause harm to our business and have a material adverse effect on our financial condition, business, results of operations and cash flows.

~~We must effectively manage the growth of our operations, or our company will suffer.~~

Our ability to successfully implement our business plan requires an effective planning and management process. If funding is available, we intend to increase the scope of our operations and acquire complimentary businesses. Implementing our business plan will require significant additional funding and resources. If we grow our operations, we will need to hire additional employees and make significant capital investments. If we grow our operations, it will place a significant strain on our existing management and resources. If we grow, we will need to improve our financial and managerial controls and reporting systems and procedures, and we will need to expand, train and manage our workforce. Any failure to manage any of the foregoing ~~areas efficiently and effectively would cause our business to suffer.~~

~~Our revenues are concentrated in a limited number of clients in a limited number of industries and our revenues may be significantly reduced if these clients decrease their IT spending.~~

For the twelve-month period ended December 31, 2016, sales to five major customers accounted for 52.75% of our total revenue. Consequently, if our top clients reduce or postpone their IT spending significantly, this may lower the demand for our services and negatively affect our revenues and profitability. Further, any significant decrease in the growth of the financial services or other industry segments on which we focus may reduce the demand for our services and negatively affect our revenues, profitability and cash flows.

~~- 14 -~~

~~Our results of operations may fluctuate from quarter to quarter, which could affect our business, financial condition and results of operations.~~

Our results of operations may fluctuate from quarter to quarter depending upon several factors, some of which are beyond our control. These factors include the timing and number of client projects commenced and completed during the quarter, the number of working days in a quarter, employee hiring, attrition and utilization rates and the mix of time-and-material projects versus fixed price deliverable projects and maintenance projects during the quarter. Additionally, periodically our cost increases due to both the hiring of new employees and strategic investments in infrastructure in anticipation of future opportunities for revenue growth.

These and other factors could affect our business, financial condition and results of operations, and this makes the prediction of our financial results on a quarterly basis difficult. Also, it is possible that our quarterly financial results may be below the expectations of public market analysts.

~~We are heavily dependent on our senior management, and a loss of a member of our senior management team could cause our stock price to suffer.~~

If we lose members of our senior management, we may not be able to find appropriate replacements on a timely basis, and our business could be adversely affected. Our existing operations and continued future development depend to a significant extent upon the performance and active participation of certain key individuals. If we were to lose any of our key personnel, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially adversely affected.

~~Certain key employees of our recently acquired subsidiaries may terminate their employment with us after their applicable "earn-out" periods end, which could negatively impact our business.~~

Certain key employees of our recently acquired subsidiaries are entitled to earn-out compensation upon the achievement of certain financial targets by the acquired subsidiary following the closing of the acquisition. Upon the completion of the applicable earn-out period, these key employees may terminate their employment with us. The loss of these key employees could negatively impact our business due to the related loss of the historical associations of those key employees with markets and customers of our subsidiaries.

~~We may not have sufficient working capital in the long term.~~

It is likely we may require additional funds in the long term depending upon the growth of our revenues and our business strategy. We can give no assurance that we will be able to obtain sufficient debt or equity capital now or in the future to support our operations. Should we be unable to raise sufficient debt or equity capital, we could be forced to cease operations.

~~Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect its operations.~~

We must comply with all applicable international trade, customs, export controls and economic sanctions laws and regulations of the United States and other countries. We are also subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally bar bribes or unreasonable gifts to foreign governments or officials. Changes in trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in modifications to compliance programs. Violation of these laws or regulations could result in sanctions or fines and could have a material adverse effect on our financial condition, results of operations and cash flows.

~~- 15 -~~

Our income tax returns are subject to review by taxing authorities, and the final determination of our tax liability with respect to tax audits and any related litigation could adversely affect our financial results.

Although we believe that our tax estimates are reasonable and that we prepare and submit our tax filings on a timely basis and in accordance with all applicable tax laws, the final determination with respect to any tax audits, and any related litigation, could be materially different from our estimates or from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties and/or interest assessments.

~~Failure of our customers to pay the amounts owed to us in a timely manner may adversely affect our financial condition and operating results.~~

We generally provide payment terms ranging from 30 to 75 days. As a result, we generate significant accounts receivable from sales to our customers, representing approximately 80% of current assets as of December 31, 2016. Accounts receivable from sales to customers were $8,059,910 as of December 31, 2016. As of December 31, 2016, the largest amount owed by a single customer was approximately 10.53% of total accounts receivable. As of December 31, 2016, we had no allowance for doubtful accounts. If any of our significant customers have insufficient liquidity, we could encounter significant delays or defaults in payments owed to us by such customers, and we may need to extend our payment terms or restructure the receivables owed to us, which could have a significant adverse effect on our financial condition. Any deterioration in the financial condition of our customers will increase the risk of uncollectible receivables. Global economic uncertainty could also affect our customers' ability to pay our receivables in a timely manner or at all or result in customers going into bankruptcy or reorganization proceedings, which could also affect our ability to collect our receivables.

~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.~~

We are subject to laws and regulations enacted by national, regional and local governments, including non-U.S. governments. In particular, we are required to comply with certain Securities and Exchange Commission (the "SEC") and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, ~~investments~~financial condition and results of operations. ~~In addition, a~~

Any failure by us to comply with existing regulations could harm our reputation and operating results.

We are subject to extensive regulation by U.S. federal and state and foreign governments in each of the U.S., European and Canadian markets, in which we plan to sell our product candidates. We must adhere to all regulatory requirements, including FDA’s Good Laboratory Practice (“GLP”), GCP, and GMP requirements, pharmacovigilance requirements, advertising and promotion restrictions, reporting and recordkeeping requirements, and their European equivalents. If we or our suppliers fail to comply with applicable regulations, including FDA pre-or post-approval requirements, then the FDA or other foreign regulatory authorities could sanction our Company. Even if a drug is approved by the FDA or other competent authorities, regulatory authorities may impose significant restrictions on a product’s indicated uses or marketing or impose ongoing requirements for potentially costly post-marketing trials. Any of our product candidates which may be approved in the U.S. will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, distribution, import, export, advertising, promotion, sampling, recordkeeping and submission of safety and other post-market information, including both federal and state requirements. In addition, manufacturers and manufacturers’ facilities are required to comply with extensive FDA requirements, including ensuring that quality control and manufacturing procedures conform to GMP. As such, we and our contract manufacturers (in the event contract manufacturers are appointed in the future) are subject to continual review and periodic inspections to assess compliance with GMP. Accordingly, we and others with whom we work will have to spend time, money and effort in all areas of regulatory compliance, including manufacturing, production, quality control and quality assurance. We will also be required to report certain adverse reactions and production problems, if any, to the FDA, and to comply with requirements concerning advertising and promotion for our products. Promotional communications with respect to prescription drugs are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved label. Similar restrictions and requirements exist in the European Union and other markets where we operate.

If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of the product, it may impose restrictions on that product or on us, including requiring withdrawal of the product from the market. If we fail to comply with applicable regulatory requirements, a regulatory agency or enforcement authority may:

	●	issue warning letters;

	●	impose civil or criminal penalties;

	●	suspend regulatory approval;

	●	suspend any of our ongoing clinical trials;

	●	refuse to approve pending applications or supplements to approved applications submitted by us;

	●	impose restrictions on our operations, including by requiring us to enter in to a Corporate Integrity Agreement or closing our contract manufacturers’ facilities, if any; or

	●	seize or detain products or require a product recall.

We may be subject to federal, state and foreign healthcare laws and regulations and implementation of or changes to such healthcare laws and regulations could adversely affect our business and results of operations.

If we successfully complete the requisite preclinical and clinical testing, make the required regulatory submissions and obtain any corresponding authorizations or licenses (as applicable), fulfill all other applicable development-related regulatory obligations, and, eventually, obtain FDA approval to market one or more of our current or future product candidates in the United States, we may be subject to certain healthcare laws and regulations. In both the U.S. and certain foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the healthcare system in ways that could impact our ability to sell our future product candidates. If we are found to be in violation of any of these laws or any other federal, state or foreign regulations, ~~as interpreted~~we may be subject to administrative, civil and/or criminal penalties, damages, fines, individual imprisonment, exclusion from federal health care programs and ~~applied,~~the restructuring of our operations. Any of these could have a material adverse effect on our business and ~~results~~financial results. Since many of ~~operations.~~

~~Acquisitions, expansions~~these laws have not been fully interpreted by the courts, there is an increased risk that we may be found in violation of one or ~~infrastructure investments~~more of their provisions. Any action against us for violation of these laws, even if we are ultimately successful in our defense, will cause us to incur significant legal expenses and divert our management’s attention away from the operation of our business. In addition, in many foreign countries, particularly the countries of the European Union, the pricing of prescription drugs is subject to government control.

In some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, some European Union jurisdictions operate positive and negative list systems under which products may only be marketed once a reimbursement price has been agreed. To obtain reimbursement or pricing approval, some of these countries may require usthe completion of clinical trials that compare the cost effectiveness of a particular product candidate to ~~increase our level of indebtedness or issue additional equity.~~

~~As we continue~~currently available therapies. Other member states allow companies to ~~consummate additional acquisition opportunities, undertake additional expansion activities or make substantial investments~~fix their own prices for medicines but monitor and control company profits. Such differences in ~~our infrastructure, our capital needs continue to expand. Accordingly, we~~national pricing regimes may ~~need to draw down additional borrowings under our credit facility or access public or private debt or equity markets.~~create price differentials between European Union member states. There can be no assurance ~~however,~~that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products. Historically, products launched in the European Union do not follow price structures of the U.S. In the European Union, the downward pressure on healthcare costs in general, particularly prescription medicines, has become intense. As a result, barriers to entry of new products are becoming increasingly high and patients are unlikely to use a drug product that is not reimbursed by their government.

We may face competition from lower-priced products in foreign countries that have placed price controls on pharmaceutical products. In addition, the importation of foreign products may compete with any future product that we may market, which could negatively impact our profitability.

Specifically in the U.S., we expect that the 2010 Affordable Care Act (“ACA”), as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure on the price that we may receive for any approved product. There have been judicial challenges to certain aspects of the ACA and numerous legislative attempts to repeal and/or replace the ACA in whole or in part, and we expect there will be ~~successful in raising~~ additional ~~debt or equity, or that we will be able~~challenges and amendments to ~~raise such funds on terms that we would consider acceptable.~~

~~- 16 -~~

~~An increase~~the ACA in the ~~level~~future. At this time, the full effect that the ACA will have on our business in the future remains unclear. An expansion in the government’s role in the U.S. healthcare industry may cause general downward pressure on the prices of ~~indebtedness, if~~prescription drug products, lower reimbursements or any ~~could, among~~ other ~~things:~~

~~make it difficult for us to obtain financing in the future for acquisitions, working capital, capital expenditures, debt service requirements or other purposes;~~

~~limit our flexibility in planning for or reacting to changes in our business;~~

~~limit our ability to pay dividends;~~

~~make us more vulnerable in the event of a downturn in our business;~~product for which we obtain regulatory approval, reduce product utilization and

~~affect certain financial covenants with which we must comply in connection with our credit facilities.~~

~~Additionally, any further equity offering would dilute your ownership interest in our company.~~

~~Risk Factors Relating to Our Indebtedness~~

~~We have a substantial amount of indebtedness, which may limit our operating flexibility and could~~ adversely affect our business and results of ~~operations and financial condition.~~

~~As of March 29, 2017, we had approximately $5 million~~operations. Any reduction in borrowings outstanding under our $10 million credit facility (the "Credit Facility"), which provides for up to $8 million in principal for revolving loans (the "Revolving Loans") for general working capital purposes, up to $2 million in principal pursuant to a term loan (the "Term Loan") for the purpose of a permitted business acquisition and up to $200,000 for letters of credit.

~~Our indebtedness could have important consequences to our investors, including, but not limited to:~~

~~increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;~~

requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes;

~~limiting our flexibility in planning for, or reacting to, changes in our business, the competitive environment and the industry in which we operate;~~

~~placing us at a competitive disadvantage as compared to our competitors that are not as highly leveraged; and~~

~~limiting our ability to borrow additional funds and increasing the cost of any such borrowing.~~

~~A breach of a covenant~~reimbursement from Medicare or ~~restriction contained in our senior secured credit facility could~~other government programs may result in a ~~default that could~~similar reduction in ~~turn permit the affected lender~~payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to accelerate the repayment of principal and accrued interest on our outstanding loans and terminate its commitments to lend additional funds. If the lender under such indebtedness accelerates the repaymentgenerate revenue, attain profitability, or commercialize any of our ~~borrowings,~~future product candidates for which we ~~cannot assure you that we will have sufficient assets to repay those borrowings as well as any other indebtedness.~~

~~Interest under the Credit Facility is payable monthly in arrears and accrues as follows:~~

may receive regulatory approval.

~~(a)~~

~~in the case of Revolving Loans, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 2.00%;~~

~~(b)~~

~~in the case of the Term Loan, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 3.75%; and~~

~~(c)~~

~~in the case of other obligations under the Credit Facility, a rate per annum equal to the sum of (i) the greater of (A) 3.25% or (B) Wall Street Journal Prime Rate plus (ii) 3.75%.~~

~~The Credit Facility also requires~~

There is a high rate of failure for drug candidates proceeding through clinical trials.

We have no products on the ~~payment of certain fees, including, but not limited to letter of credit fees~~market, and ~~an unused Revolving Loans fee. An increase~~our new potential cannabinoid-based drug product candidates are currently either in ~~interest rates would adversely affect our profitability. To~~preclinical development or the ~~extent that our access to credit is restricted because~~research and discovery phase. Accordingly, none of our ~~own performance~~prospective products or ~~conditions~~investigational candidates have ever been tested in a human subject. Our ability to achieve and sustain profitability with respect to our product candidates in which cannabinoids are featured as the active pharmaceutical ingredient depends on obtaining regulatory approvals for and, if approved, successfully commercializing our product candidates, either alone or with third parties. Before obtaining regulatory approval for the commercial distribution of our product candidates, we or an existing or future collaborator must conduct extensive preclinical tests and clinical trials to demonstrate the safety, purity and potency of our product candidates.

Generally, there is a high rate of failure for drug candidates proceeding through clinical trials. We may suffer significant setbacks in our clinical trials similar to the experience of a number of other companies in the ~~capital markets generally,~~pharmaceutical and biotechnology industries, even after receiving promising results in earlier trials. Further, even if we view the results of a clinical trial to be positive, the FDA or other regulatory authorities may disagree with our ~~financial condition would be materially adversely affected.~~

~~- 17 -~~

~~Due to our 2016 acquisitions, we did not fulfill certain~~interpretation of the ~~financial covenants contained in our~~ ~~Credit Facility~~ ~~loan agreement with Sterling National Bank as of December 31, 2016; however, Sterling National Bank has agreed to waive our compliance with such covenants in exchange for the payment of a fee.~~

data. In addition, we have an outstanding aggregate of $1,250,000 in 8% Convertible Unsecured Promissory Notes (the "2017 Notes"), which were issued to four accredited investors, including one of the Company's directors, Dhruwa N. Rai. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty.

~~The 2017 Notes are convertible into shares of our common stock at a conversion price of (i) in~~ the event that ~~any registration statement~~we obtain negative results from clinical trials for the public offering of common stock filed by the Company with the SEC in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to 68% of the price per share of common stock offered and sold pursuant to such registration statement, or (ii) if no such registration statement is declared effective by December 31, 2017, such price per share that is equal to the weighted average closing price per share of the Company's common stock for the 20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances. The 2017 Notes rank junior to our secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors' approval, restrictions on dividends and other restricted payments and reclassification of its stock.

Our level of indebtedness may make it difficult to service our debt and may adversely affect our ability to obtain additional financing, use operating cash flow in other areas of our business or otherwise adversely affect our operations.

~~Our Credit Facility contains restrictive covenants that may impair our ability to conduct business.~~

The Credit Facility contains a number of customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional indebtedness (including guaranty obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions (other than pursuant to transactions approved by the lender); sell assets; pay dividends and make other payments in respect of capital stock; make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into negative pledge clauses and clauses restricting subsidiary distributions; and change its line of business, in each case, subject to certain limited exceptions. As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debtproduct candidates or other ~~financing~~problems related to ~~compete effectively~~potential chemistry, manufacturing and control issues or ~~to take advantage of new business opportunities. The terms of any~~other hurdles occur and our future indebtedness we may incur could include more restrictive covenants. Failure to comply with such restrictive covenants may lead to default and acceleration under our Credit Facility and may impair our ability to conduct business. We mayproduct candidates are not ~~be able to maintain compliance with these covenants in the future and, if we fail to do so,~~approved, we may not be able to generate sufficient revenue or obtain ~~waivers~~financing to continue our operations, our ability to execute on our current business plan may be materially impaired, and our reputation in the industry and in the investment community might be significantly damaged. In addition, our inability to properly design, commence and complete clinical trials may negatively impact the timing and results of our clinical trials and ability to seek approvals for our drug candidates.

The testing, marketing and manufacturing of any new drug product for use in the United States will require approval from the ~~lenders~~FDA. We cannot predict with any certainty the amount of time necessary to obtain such FDA approval and whether any such approval will ultimately be granted. Preclinical and clinical trials may reveal that one or more products are ineffective or unsafe, in which event further development of such products could be seriously delayed or terminated. Moreover, obtaining approval for certain products may require testing on human subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining FDA or any other necessary regulatory approvals of any proposed drug and failure to receive such approvals would have an adverse effect on the drug’s potential commercial success and on our business, prospects, financial condition and results of operations. In addition, it is possible that a proposed drug may be found to be ineffective or unsafe due to conditions or facts that arise after development has been completed and regulatory approvals have been obtained. In this event, we may be required to withdraw such proposed drug from the market. To the extent that our success will depend on any regulatory approvals from government authorities outside of the United States that perform roles similar to that of the FDA, uncertainties similar to those stated above will also exist.

Serious adverse events or other safety risks could require us to abandon development and preclude, delay or limit approval of our prospective products or current or future product candidates, limit the scope of any approved label or market acceptance, or cause the recall or loss of marketing approval of products that are already marketed.

If any of our prospective products or current or future product candidates, prior to or after any approval for commercial sale, cause serious or unexpected side effects, or are associated with other safety risks such as misuse, abuse or diversion, a number of potentially significant negative consequences could result, including:

	●	regulatory authorities may interrupt, delay or halt clinical trials;

	●	regulatory authorities may deny regulatory approval of our future product candidates;

	●	regulatory authorities may require certain labeling statements, such as warnings or contraindications or limitations on the indications for use, and/or impose restrictions on distribution in the form of a Risk Evaluation and Mitigation Strategy (“REMS”) in connection with approval or post-approval;

	●	regulatory authorities may withdraw their approval, require more onerous labeling statements, impose a more restrictive REMS, or require it to recall any product that is approved;

	●	we may be required to change the way the product is administered or conduct additional clinical trials;

	●	our relationships with our collaboration partners may suffer;

	●	we could be sued and held liable for harm caused to patients; or

	●	our reputation may suffer. The reputational risk is heightened with respect to those of our future product candidates that are being developed for pediatric indications.

We may voluntarily suspend or terminate our clinical trials if at any time we believe that the product candidates present an unacceptable risk to participants, or if preliminary data demonstrates that our future product candidates are unlikely to receive regulatory approval or unlikely to be successfully commercialized.

After completing preclinical testing and obtaining the requisite regulatory authorizations, as applicable, we may voluntarily suspend or terminate our clinical trials for any number of reasons, including if we believe that a product’s use, or a person’s exposure to it, may cause adverse health consequences or death. In addition, regulatory agencies, IRBs or data safety monitoring boards may at any time recommend the temporary or permanent discontinuation of our clinical trials or request that we cease using investigators in the clinical trials if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements, or that they present an unacceptable safety risk to participants. Although we have never been asked by a regulatory agency, IRB or data safety monitoring board to temporarily or permanently discontinue a clinical trial, if we elect or are forced to suspend or terminate a clinical trial of any of our future product candidates, the commercial prospects for that product will be harmed and our ability to generate product revenue from that product may be delayed or eliminated. Furthermore, any of these events may result in labeling statements such as warnings or contraindications. In addition, such events or labeling could prevent us or our partners from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing our future product candidates and impair our ability to generate revenue from the commercialization of these products either by us or by our collaboration partners.

The success of our prospective product candidates and future approved products, if any, especially those containing hemp-derived CBD, is subject to a number of constantly-evolving state and federal laws, regulations, and enforcement policies pertaining to hemp-derived CBD and/or ~~amend~~cannabis more generally.

The Agriculture Improvement Act of 2018, or the ~~covenants,~~“2018 Farm Bill,” was signed into law on December 20, 2018. This 2018 Farm Bill expressly excluded “hemp” from the federal Controlled Substances Act of 1970 and the Controlled Substances Import and Export Act’s, as amended (the “CSA”)’s definition of marijuana and, accordingly, declassified substances derived from or containing any part(s) of the cannabis plant containing not more than 0.3% THC on a dry-weight basis from Schedule I. In effect, the 2018 Farm Bill legalized the cultivation and commercial sale of hemp in the United States, subject to applicable state laws and regulations and applicable FDCA provisions, including any implementing regulations, as interpreted and enforced by the FDA.

Local, state, federal, and international hemp and CBD laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance requirements. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to our proposed business regarding cannabinoid production. It is also possible that the federal government will begin strictly enforcing existing laws, which may limit the legal uses of the hemp plant and its derivatives and extracts, such as cannabinoids. we cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our activities in the cannabis industry.

In addition, the 2018 Farm Bill did not alter the FDA’s authority to regulate products containing cannabis or cannabis-derived compounds, including cannabinoids, under the FDCA. Hemp products, including cannabinoids, that qualify as drugs, food, dietary supplements, veterinary products, and cosmetics, for example, are subject to regulation by the FDA. Following passage of the 2018 Farm Bill, the FDA reaffirmed its enforcement authority and reiterated the requirement that a product containing CBD or other cannabinoid(s) (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit implicitly or explicitly attributed to, or based on, the presence of the cannabinoid as an ingredient, or any other health/medical claim, must be approved by the FDA for its intended use(s) before it may be introduced into interstate commerce. Our prospective product candidates are currently intended for development under an IND and, eventually, approval under an NDA, which will mean that, if approved, we can market such products with claims about their proven medical benefits for the applicable indications for use to the extent consistent with the product’s NDA.

While we believe that the 2018 Farm Bill and analogous state legislation has reduced the amount of DEA oversight of hemp-derived cannabinoids, this is a rapidly evolving area of U.S. law and substantial uncertainty remains as to the future of federal and state regulation of cannabinoid products. In addition, the FDA has approved only one natural cannabis-based drug product, which contains only hemp-derived CBD. There can be no assurance that our product candidates containing cannabinoids (as the active drug ingredient(s)) will be similarly approved for commercialization in the United States at any time in the near or distant future. Any regulations the FDA issues relating to the sale, marketing, and/or other activities involving cannabinoid or certain cannabinoid-containing products could have a material adverse effect on our business, financial condition and results of operations.

Given the uncertainty surrounding future state regulations and the continuing barriers that still exist for cannabinoids in certain product categories due to FDA regulation, it is unknown what impact the removal of hemp from the CSA, and any resulting commercialization of hemp products, may have on our business.

Costs associated with compliance with numerous laws and regulations could impact our financial results. In addition, we could become subject to increased enforcement and/or litigation risks associated with the CBD industry.

The manufacture, labeling and distribution of products containing CBD or other cannabinoids is governed by various federal, state and local agencies. To the extent we are able to successfully commercialize any of our currently contemplated product candidates via the FDA’s NDA approval pathway, the presence of cannabinoids as active or inactive ingredients, as applicable, may give rise to heightened regulatory scrutiny and greater risk of consumer litigation, either of which could further restrict the permissible scope of our marketing claims about such products or our ability to sell them in the United States at all. The shifting compliance environment and the need to build and maintain robust systems to comply with different hemp or CBD-related regulations in jurisdictions may increase costs and/or the risk that we may violate one or more applicable regulatory requirements. If our operations, or any of our activities or prospective products, are found to be in violation of any such laws or any other governmental regulations that apply to the manufacture, distribution, or sale of prescription drug products, generally, and to products containing hemp or CBD, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business or our financial ~~condition.~~

~~Upon~~results.

Failure to comply with any applicable FDA requirements, relating to CBD or otherwise, may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. Our advertising is also subject to regulation by the ~~occurrence~~FTC under the Federal Trade Commission Act. Additionally, analogous state advertising and labeling laws are often enforced by state attorneys general, and any state or federal enforcement action based on potentially misleading or deceptive advertising is often followed by costly class-action complaints under state consumer-protection laws.

The FDA, on its own and in collaboration with the FTC, has issued numerous warning letters to companies offering for sale of ~~an event~~topical, oral, and other types of ~~default~~products containing CBD, which were not approved under ~~our Credit Facility, our lender could elect~~the FDA’s NDA process, in response to ~~accelerate payments due~~their making unsubstantiated claims on product webpages, online stores, and ~~terminate all commitments~~social media websites about the products’ purported therapeutic or other drug-like benefits in connection with CBD or other cannabinoids. The FDA deemed that companies “used these online platforms to ~~extend further credit. Consequently, we may~~make unfounded, egregious claims about their products’ ability to limit, treat or cure cancer, neurodegenerative conditions, autoimmune diseases, opioid use disorder, and other serious diseases, without sufficient evidence and the legally required FDA approval.”

The agency has continuously demonstrated its commitment to taking action against companies making medical claims about products containing CBD (as the active ingredient), as selling unapproved products with unsubstantiated therapeutic claims can put patients and consumers at risk. The FDA does not ~~have sufficient assets to repay the Credit Facility.~~

~~Upon the occurrence of an event of default under our Credit Facility, the lender thereunder could elect to declare all amounts outstanding~~believe CBD has been shown to be ~~immediately due~~safe and ~~payable and terminate all commitments to extend further credit. If we were unable to repay those amounts,~~effective for any therapeutic use, except as used in Epidiolex, the ~~lender~~only new drug containing CBD that has been approved by FDA under the ~~Credit Facility could proceed against~~NDA process, which was approved for the ~~collateral granted~~treatment of seizures associated with Lennox-Gastaut syndrome or Dravet syndrome in patients 2 years of age and older. The agency’s principal concern with CBD products on the market that are unlawfully claiming to ~~them~~treat serious medical conditions is that deceptive marketing of unproven treatments may keep some patients from accessing appropriate, recognized therapies to ~~secure~~treat serious and even fatal diseases. Additionally, because they are not evaluated by the FDA, there may be other ingredients that ~~indebtedness.~~ are not disclosed, which may be harmful.

The ~~Company~~FDA has pledged ~~substantially all~~to continue to monitor the marketplace and take enforcement action as-needed to protect the public against companies illegally selling products containing CBD as the active ingredient, claiming to prevent, diagnose, treat, or cure serious diseases, such as cancer, Alzheimer’s disease, psychiatric disorders and diabetes; illegally selling cannabis and cannabis-derived products that can put consumers at risk; and marketing and distributing such products in violation of ~~its assets as collateral under~~ the ~~Credit Facility. If~~FDA’s authorities.

Negative public perception of hemp and cannabinoid-related businesses, misconceptions about the ~~lender accelerates the repayment~~nature of ~~borrowings, we cannot assure you that we will~~our business and regulatory uncertainties could have ~~sufficient assets to repay the Credit Facility.~~

~~- 18 -~~

~~Risk Factors Relating to Our Securities and Capital Structure~~

~~We have not paid dividends~~a material adverse effect on our ~~common stock~~business, financial condition, and results of operations.

We believe the cannabinoid industry is highly dependent upon consumer perception regarding the safety, efficacy, quality, and legality of cannabinoid, whether derived from hemp or marijuana. Consumer perception of cannabinoid products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention, and other publicity regarding the consumption of cannabinoid products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention, or other research findings or publicity will be favorable to the cannabinoid market or any particular product, or consistent with earlier publicity. Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention, or other publicity relating to cannabinoid products, generally or any particular cannabinoid products or derivatives, in ~~the past and do not expect to pay dividends~~particular, regardless of merit or accuracy, could have a material adverse effect on our ~~common stock~~business, the demand for our product candidates or any products for which we obtain regulatory approval in the future. Such adverse publicity or other negative media attention could arise even if the adverse effects reportedly associated with such products resulted from consumers’ failure to consume such products appropriately or as directed. Any ~~return~~adverse publicity or other similar occurrences affecting consumer perception may have a material adverse impact on ~~investment~~our reputation, perception of our product candidates, our ability to obtain the necessary regulatory approvals for our product candidates, and the commercial viability of the products for which regulatory approval is obtained in the future, if any.

Our management will be required to devote a substantial time to comply with public company regulations.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as rules implemented by the SEC and Nasdaq, impose various requirements on public companies, including those related to corporate governance practices. Our management and other personnel must devote a substantial amount of time to these requirements. Moreover, these rules and regulations increase our ~~common stock~~legal and financial compliance costs and make some activities more time consuming and costly.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with these requirements will require that we incur substantial accounting and related expenses and expend significant management efforts. We will likely need to hire additional accounting and financial staff to satisfy the ongoing requirements of Section 404 of the Sarbanes-Oxley Act. The costs of hiring such staff may be ~~limited to the value of our common stock.~~

~~We have never paid cash dividends on our common stock~~material and do not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of dividends on our common stock would depend on earnings, financial condition, payment of dividends on ~~our 9.0% Series A Cumulative Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock")~~ and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends on our common stock, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

~~There is a limited market for our securities, which may make it more difficult to dispose of our securities.~~

~~Our common stock is currently quoted on the OTCQB Marketplace. There is a limited trading market for our common stock and as of March~~ 28~~, 2017 our average daily trading volume was only~~ ~~262~~ ~~shares traded per trading day. Accordingly,~~ there can be no assurance asthat such staff will be immediately available to us. Moreover, if we are not able to comply with the ~~liquidity~~requirements of ~~any markets~~Section 404 of the Sarbanes-Oxley Act, or if we identify deficiencies in our internal control over financial reporting that ~~may develop for our common stock,~~are deemed to be material weaknesses, investors could lose confidence in the ~~ability of holders~~accuracy and completeness of our ~~common stock to sell shares of our common stock, or the prices at which holders may be able to sell their common stock.~~

There has been no market for our Warrants and Series A Preferred Stock and we do not expect a public market to develop for them, or, if any market does develop for either security, it may not be sustained. Our Warrants and Series A Preferred Stock are not listed on any exchange or quoted on the OTC Bulletin Board.

~~A sale of a substantial number of shares of our common stock may cause the price of the common stock to decline.~~

~~If our stockholders sell substantial amounts of our common stock in the public market,~~financial reports, the market price of our common stock could ~~fall. These sales~~decline and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources.

We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate the material weakness, or if we experience additional material weaknesses in the future, our business may be harmed.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control. Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. As a public company, we are required to comply with the Sarbanes-Oxley Act and other rules that govern public companies. In particular, we are required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal control over financial reporting.

Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 and concluded our internal control over financial reporting was not effective as of December 31, 2020 due to the material weakness related to segregation of duties. Specifically, due to the small size of our Company, we do not maintain sufficient segregation of duties to ensure the processing, review and authorization of all transactions including non-routine transactions. We are in the process of remediating our material weaknesses and designing an effective internal control environment.

Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes. If we are unable to successfully remediate our existing material weakness or any additional material weaknesses in our internal control over financial reporting that may be identified in the future in a timely manner, the accuracy and timing of our financial reporting may be adversely affected; our liquidity, our access to capital markets, the perceptions of our creditworthiness may be adversely affected; we may be unable to maintain or regain compliance with applicable securities laws, the listing requirements of the Nasdaq Stock Market; we may be subject to regulatory investigations and penalties; investors may lose confidence in our financial reporting; our reputation may be harmed; and our stock price may decline.

Risks Related to Our Intellectual Property

We may not be able to adequately protect or enforce our intellectual property rights, which could harm our competitive position.

We currently hold full or limited rights to several patents as an in-licensee covering the use of CBD including with current cancer treatments, both broadly, as well as for specific cancer types. Our success will depend, in part, on our ability to obtain additional patents, protect our trade secrets and operate without infringing on the proprietary rights of others. We rely upon a combination of patents, trade secret protection (i.e., know-how), and confidentiality agreements to protect the intellectual property of our future product candidates. The strengths of patents in the pharmaceutical field involve complex legal and scientific questions and can be uncertain. Where appropriate, we seek patent protection for certain aspects of our products and technology. Filing, prosecuting and defending patents globally can be prohibitively expensive.

Our policy is to look to patent technologies with commercial potential in jurisdictions with significant commercial opportunities. However, patent protection may not be available for some of the products or technology we are developing. If we must spend significant time and money protecting, defending or enforcing our patents, designing around patents held by others or licensing, potentially for large fees, patents or other proprietary rights held by others, our business, results of operations and financial condition may be harmed. We may not develop additional proprietary products that are patentable.

The patent positions of pharmaceutical products are complex and uncertain. The scope and extent of patent protection for our future product candidates are particularly uncertain. Our future product candidates will be based on medicinal chemistry instead of cannabis plants. While we have sought patent protection, where appropriate, directed to, among other things, composition-of-matter for our specific formulations, their methods of use, and methods of manufacture, we do not have and will not be able to obtain composition of matter protection on these previously known CBD derivatives per se. Although we have sought, and will continue to seek, patent protection in the U.S., Europe and other countries for our proprietary technologies, future product candidates, their methods of use, and methods of manufacture, any or all of them may not be subject to effective patent protection. If any of our products is approved and marketed for an indication for which we do not have an issued patent, our ability to use our patents to prevent a competitor from commercializing a non-branded version of our commercial products for that non-patented indication could be significantly impaired or even eliminated.

Publication of information related to our future product candidates by us or others may prevent us from obtaining or enforcing patents relating to these products and product candidates. Furthermore, others may independently develop similar products, may duplicate our products, or may design around our patent rights. In addition, any of our issued patents may be opposed and/or declared invalid or unenforceable. If we fail to adequately protect our intellectual property, we may face competition from companies who attempt to create a generic product to compete with our future product candidates. We may also ~~may~~face competition from companies who develop a substantially similar product to our future product candidates that is not covered by any of our patents.

Many companies have encountered significant problems in protecting, defending and enforcing intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property rights, particularly those relating to pharmaceuticals, which could make it ~~more~~ difficult for us to ~~sell~~stop the infringement of our ~~equity~~patents or ~~equity-related securities~~marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

Our success depends on our ability to obtain additional intellectual property and operate without infringing the proprietary rights of others. Infringement claims by third parties may result in liability for damages or prevent or delay our developmental and commercialization efforts.

Our success and ability to compete depend in part on our ability to obtain additional patents, protect our trade secrets, and operate without infringing on the proprietary rights of others. If we fail to adequately protect our intellectual property, we may face competition from companies who develop a substantially similar product to our future product candidates that is not covered by any of our intellectual property. Many companies have encountered significant problems in protecting, defending, and enforcing intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property rights, particularly those relating to pharmaceuticals, which could make it difficult for us to stop the infringement of our intellectual property and other proprietary rights. There is also a substantial amount of litigation, both within and outside the U.S., involving patient and other intellectual property rights in the pharmaceutical industry. We may, from time to time, be notified of claims that we are infringing upon the proprietary rights of third parties, and we cannot provide assurances that other companies will not, in the future, ~~at a time and price~~pursue such infringement claims against it, our commercial partners, or any third-party proprietary technologies we have licensed.

We may be unsuccessful in licensing additional intellectual property to develop new product candidates.

We may in the future seek to in-license additional intellectual property that we believe could complement or expand our product candidates or otherwise offer growth opportunities. The pursuit of such licenses may cause us to incur various expenses in identifying, investigating and pursuing suitable intellectual property. If we acquire additional intellectual property to develop new therapeutic product candidates, we may not be able to realize anticipated cost savings or synergies.

If third parties claim that intellectual property used by us infringes upon their intellectual property, our operating profits could be adversely affected.

There is a substantial amount of litigation, both within and outside the U.S., involving patent and other intellectual property rights in the pharmaceutical industry. We may, from time to time, be notified of claims that we are infringing upon patents, trademarks, copyrights or other intellectual property rights owned by third parties, and we cannot provide assurances that other companies will not, in the future, pursue such infringement claims against us, our commercial partners or any third-party proprietary technologies we have licensed. If we were found to infringe upon a patent or other intellectual property right, or if we failed to obtain or renew a license under a patent or other intellectual property right from a third party, or if a third party that we were licensing technologies from was found to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, including damages of up to three times the damages found or assessed, if the infringement is found to be willful, suspend the manufacture of certain products or reengineer or rebrand our products, if feasible, or we may be unable to enter certain new product markets. Any such claims could also be expensive and time-consuming to defend and divert management’s attention and resources. Our competitive position could suffer as a result. In addition, if we have declined or failed to enter into a valid non-disclosure or assignment agreement for any reason, we may not own the invention or our intellectual property, and our products may not be adequately protected. Thus, we cannot guarantee that any of our future product candidates, or our commercialization thereof, does not and will not infringe any third party’s intellectual property.

If we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of our technology and products could be significantly diminished.

We rely on trade secrets to protect our proprietary technologies, especially where it does not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our current and former employees, consultants, outside scientific collaborators, sponsored researchers, contract manufacturers, vendors and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, we cannot guarantee that we have executed these agreements with each party that may have or have had access to our trade secrets. Any party with whom we or they have executed such an agreement may breach that agreement and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they disclose such trade secrets, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third-party, our competitive position would be harmed.

Risks Related to the Ownership of Our Common Stock

We may not obtain the requisite votes at our special meeting to ratify our reverse stock split.

On January 21, 2021, we received a stockholder litigation demand letter from the law firm of Purcell Julie & Lefkowitz LLP, on behalf of James Self, a purported stockholder of our Company. The letter demands that we (i) deem ~~reasonable or appropriate. This risk is significant because~~ineffective the December 30, 2020 amendment to our Amended and Restated Certificate of ~~concentrated positions~~Incorporation in which we effected a one-for-four reverse stock split of our common stock ~~held~~(the “2020 Reverse Stock Split”) due to the manner in which non-votes by brokers were tabulated, (ii) seek appropriate relief for damages allegedly suffered by the company and its stockholders or seek a ~~small group~~valid stockholder approval of ~~investors.~~

~~Because certain~~the amendment and reverse stock split, and (iii) adopt adequate internal controls to prevent a recurrence of ~~our stockholders control~~the alleged misconduct. We dispute that the amendment was ineffective or that there were any inadequate internal controls related to the same. However, to eliminate any questions about the amendment, we intend to seek to ratify the amendment at a ~~significant number~~special stockholders’ meeting pursuant to Section 204 of ~~shares~~the Delaware General Corporation Law. This special stockholders’ meeting is scheduled to occur on May 14, 2021.

On March 19, 2021, in response to the stockholder demand letter, we filed a preliminary proxy statement on Schedule 14A, which provided notice of ~~our common stock, they may have effective control over actions requiring stockholder approval.~~

~~Our directors, executive officers and principal~~a special meeting of stockholders and ~~their respective affiliates, beneficially own approximately 81.~~75%sought the ratification of the filing and effectiveness of the certificate of amendment to our ~~outstanding~~amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on December 30, 2020 to effect the 2020 Reverse Stock Split. Should we fail to obtain the requisite votes to ratify the 2020 Reverse Stock Split, the 2020 Reverse Stock Split will deemed to be invalid, and we will not have a requisite amount of authorized shares of common stock. Accordingly, our executive officers, directors and principal stockholders, and their respective affiliates, will have significant influence on the ability to control the Company and the outcome of issues submitted to our stockholders.

~~If the benefits of any proposed acquisition of do not meet the expectations of investors, stockholders or financial analysts, the~~

The market price of our common stock may ~~decline.~~

~~If the benefits of any proposed acquisition of do not meet the expectations of investors or securities analysts, the~~be subject to significant fluctuations and volatility, and our stockholders may be unable to resell their shares at a profit and incur losses.

The market price of our common stock ~~prior~~could be subject to ~~the closing~~significant fluctuation. Market prices for securities of the proposed acquisition may decline. The market values of our common stock at the time of the proposed acquisition may vary significantly from their prices on the date the acquisition target was identified.

~~In addition, broad market~~life sciences and ~~industry factors may materially harm the market price of our common stock irrespective of our operating performance. The stock market~~biopharma companies in ~~general has experienced~~particular have historically been particularly volatile and have shown extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of ~~the particular companies affected. The trading prices~~those companies. Broad market and ~~valuations of these stocks,~~industry factors, as well as general economic, political and ~~of our securities,~~market conditions such as recessions or interest rate changes, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline inseriously affect the market price of our common stock, regardless of our actual operating performance. Some of the factors that may cause the market price of our common stock to fluctuate include:

	●	investors react negatively to the effect on our business and prospects;

	●	the announcement of new products, new developments, services or technological innovations by us or our competitors;

	●	actual or anticipated quarterly increases or decreases in revenue, gross margin or earnings, and changes in our business, operations or prospects;

	●	announcements relating to strategic relationships, mergers, acquisitions, partnerships, collaborations, joint ventures, capital commitments, or other events by us or our competitors;

	●	conditions or trends in the life sciences and biopharma industries;

	●	changes in the economic performance or market valuations of other life sciences and biopharma companies;

	●	general market conditions or domestic or international macroeconomic and geopolitical factors unrelated to our performance or financial condition;

	●	sale of our common stock by stockholders, including executives and directors;

	●	volatility and limitations in trading volumes of our common stock;

	●	volatility in the market prices and trading volumes of companies in the life sciences and biopharma industries;

	●	our ability to finance our business;

	●	ability to secure resources and the necessary personnel to pursue our plans;

	●	failures to meet external expectations or management guidance;

	●	changes in our capital structure or dividend policy, future issuances of securities, sales or distributions of large blocks of common stock by stockholders;

	●	our cash position;

	●	announcements and events surrounding financing efforts, including debt and equity securities;

	●	analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage;

	●	departures and additions of key personnel;

	●	disputes and litigation related to intellectual properties, proprietary rights, and contractual obligations;

	●	investigations by regulators into our operations or those of our competitors;

	●	changes in applicable laws, rules, regulations, or accounting practices and other dynamics; and

	●	other events or factors, many of which may be out of our control.

In the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, ~~also~~securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

Moreover, the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty in recent months. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market price of our common stock.

We may issue additional equity securities in the future, which may result in dilution to existing investors.

To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may, from time to time, sell additional equity securities in one or more transactions at prices and in a manner we determine. If we sell additional equity securities, existing stockholders may be materially diluted. New investors could gain rights superior to existing stockholders, such as liquidation and other preferences. In addition, the number of shares available for future grant under our equity compensation plans may be increased in the future. Also, the exercise or conversion of outstanding options or warrants to purchase shares of capital stock may result in dilution to our stockholders upon any such exercise or conversion.

Certain stockholders could attempt to influence changes within our Company which could adversely affect our ~~ability~~operations, financial condition and the value of our common stock.

Our stockholders may from time to ~~issue additional~~time seek to acquire a controlling stake in our Company, engage in proxy solicitations, advance stockholder proposals or otherwise attempt to effect changes. Campaigns by stockholders to effect changes at publicly-traded companies are sometimes led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company. Responding to proxy contests and other actions by activist stockholders can be costly and time-consuming and could disrupt our operations and divert the attention of our board of directors and senior management from the operation of our business. These actions could adversely affect our operations, financial condition and the value of our common stock.

If securities analysts do not publish research or reports about our business, or if they publish negative evaluations, the price of our common stock could decline.

The trading market for our common stock will rely in part on the availability of research and reports that third-party industry or financial analysts publish about our ~~ability to obtain additional financing~~Company. There are many large, publicly traded companies active in the ~~future.~~

~~- 19 -~~

~~Changes~~life sciences and biopharma industries, which may mean it will be less likely that we receive widespread analyst coverage. Furthermore, if one or more of the analysts who do cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our Company, we could lose visibility in ~~accounting principles and guidance, or their interpretation, could result~~the market, which in ~~unfavorable accounting charges or effects, including changes to our previously filed financial statements, which~~turn could cause our stock price to decline.

We ~~prepare our consolidated financial statements~~may be required to take write-downs or write-offs, restructuring and impairment or other charges in ~~accordance~~connection with ~~GAAP. These principles are subject to interpretation by~~ the ~~SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may~~Offer that could have a significant negative effect on our ~~reported~~financial condition, results of operations and ~~retroactively affect~~stock price, which could cause you to lose some or all of your investment.

Although Ameri and Jay Pharma conducted due diligence on each other prior to the completion of the Offer, there can be no assurances that their diligence revealed all material issues that may be present in the other company’s business, that all material issues through a customary amount of due diligence will be uncovered, or that factors outside of our control will not later arise. As a result, we may be forced to write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise, and previously ~~reported results.~~

~~Being~~known risks may materialize in a ~~public company results in additional expenses, diverts management's attention~~manner not consistent with each company’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about our securities. In addition, charges of this nature may make future financing difficult to obtain on favorable terms or at all.

Anti-takeover provisions under Delaware corporate law may make it difficult for our stockholders to replace or remove our board of directors and could ~~also adversely affect~~deter or delay third parties from acquiring our ~~ability~~Company, which may be beneficial to ~~attract~~our stockholders.

Under our Amended and ~~retain qualified directors.~~

~~As a public reporting company,~~Restated Certificate of Incorporation, we are subject to the ~~reporting requirements~~anti-takeover provisions of the ~~Securities Exchange Act~~Delaware General Corporation Law (“DGCL”), including Section 203 of ~~1934,~~the DGCL. Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three (3) years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203 of the DGCL, “interested stockholder” means, generally, someone owning fifteen percent (15%) or more of our outstanding voting stock or an affiliate of ours that owned fifteen percent (15%) or more of our outstanding voting stock during the past three (3) years, subject to certain exceptions as amended (the "Exchange Act"). These requirements generate significant accounting, legal and financial compliance costs and make some activities more difficult, time consuming or costly and may place significant strain on our personnel and resources. described in Section 203 of the DGCL.

We do not anticipate paying any cash dividends in the foreseeable future.

The ~~Exchange Act requires, among other things,~~current expectation is that we ~~maintain effective disclosure controls~~will retain our future earnings, if any, to fund the development and procedures and internal control over financial reporting. In order to establish the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required.

growth of our business. As a result, ~~management's attention~~capital appreciation, if any, of our common stock will be our stockholders’ sole source of gain, if any, for the foreseeable future.

In the event that we fail to satisfy any of the listing requirements of NASDAQ, our common stock may be ~~diverted from other business concerns,~~delisted, which could ~~have an adverse~~affect our market price and ~~even material effect~~liquidity.

Our common stock is listed on NASDAQ. For continued listing on NASDAQ, we will be required to comply with the continued listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. In the event that we fail to satisfy any of the listing requirements of NASDAQ, our ~~business, financial condition and results of operations. These rules and regulations~~common stock may ~~also make it more difficult and expensive for us to obtain director and officer liability insurance.~~be delisted. If we are unable to list on NASDAQ, we would likely be more difficult to trade in or obtain ~~appropriate director~~accurate quotations as to the market price of our common stock. If our common stock is delisted from trading on NASDAQ, and ~~officer insurance,~~we are not able to list our ~~ability~~common stock on another exchange or to ~~recruit and retain qualified officers and directors, especially those directors who may be deemed independent,~~have it quoted on NASDAQ, our securities could be ~~adversely impacted.~~

~~We are an "emerging growth company" and our election to delay adoption of new~~quoted on the OTC Bulletin Board or ~~revised accounting standards applicable to public companies may result in our financial statements not being comparable to those of some other public companies.~~on the “pink sheets.” As a result, ~~of this and other reduced disclosure requirements applicable to emerging growth companies, our securities may be less attractive to investors.~~

~~As a public reporting company with less than $1.0 billion in revenue during our last fiscal year,~~ we qualify as an "emerging growth company" under the Jumpstart our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain othercould face significant ~~requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:~~

adverse consequences including:

	·●	~~are not required~~a limited availability of market quotations for our securities;

	●	a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to ~~obtain an attestation~~adhere to more stringent rules and ~~report from~~possibly result in a reduced level of trading activity in the secondary trading market for our ~~auditors on~~securities;

	●	a limited amount of news and analyst coverage for our ~~management's assessment of our internal control over financial reporting~~Company; and

	●	a decreased ability to issue additional securities (including pursuant to short-form registration statements on Form S-3 or obtain additional financing in the ~~Sarbanes-Oxley Act of 2002;~~future).

are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as "compensation discussion and analysis");

are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);

~~are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;~~

~~may present only two years of audited financial statements and only two years of related Management's Discussion & Analysis of Financial Condition and Results of Operations ("MD&A"); and~~

~~are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.~~

~~We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods~~

An active trading market for ~~the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods~~our common stock may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

~~- 20 -~~

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company" under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management's assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the "Securities Act"), or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an "emerging growth company" if we have more than $1.0 billion in annual revenues, have more than $700 million in market valuedevelop.

The listing of our common stock ~~held by non-affiliates,~~on NASDAQ does not assure that a meaningful, consistent and liquid trading market exists. If an active market for our common stock does not develop, it may be difficult for investors to sell their shares without depressing the market price for the shares or ~~issue more than $1.0 billion~~at all.

We may acquire businesses or products, or form strategic alliances, in ~~principal amount~~the future, and may not realize the benefits of ~~non-convertible debt over~~such acquisitions.

We may acquire additional businesses or products, form strategic alliances, or create joint ventures with third parties that we believe will complement or augment our existing business. If we acquire businesses with promising markets or technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to successfully integrate them with our existing operations and company culture. We may encounter numerous difficulties in developing, manufacturing, and marketing any new products resulting from a ~~three-year period. Further, under current SEC rules~~strategic alliance or acquisition that delay or prevent us from realizing their expected benefits or enhancing our business. There is no assurance that, following any such acquisition, we will ~~continue~~achieve the synergies expected in order to ~~qualify as a "smaller reporting company" for so long as we have a public float (i.e.,~~justify the ~~market value of common equity held by non-affiliates) of less than $75 million as of the last business day of our most recently completed second fiscal quarter.~~

~~We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions.~~

~~Failure to establish and maintain effective internal controls~~transaction, which could result in ~~accordance with Section 404 of the Sarbanes-Oxley Act could have~~ a material adverse effect on our business and ~~stock price.~~

We are required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we are required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until year-end 2017. However, as an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the end of the fiscal year for which our second annual report is due or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management's attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the Financial Industry Regulatory Agency, the SEC or other regulatory authorities, which could require additional financial and management resources.

~~The market price of our securities may decline.~~

Fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to this offering, trading in our common stock has been limited. There is also currently no market for our warrants or the Series A Preferred Stock and it is unclear whether one will develop. If an active market for our securities develops and continues, the trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

prospects.

~~- 21 -~~

~~Factors affecting the trading price of our securities may include:~~

~~actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;~~

~~changes in the market's expectations about our operating results;~~

~~success of competitors;~~

~~our operating results failing to meet the expectation of securities analysts or investors in a particular period;~~

~~changes in financial estimates and recommendations by securities analysts concerning the Company or its markets in general;~~

~~operating and stock price performance of other companies that investors deem comparable to the Company;~~

~~our ability to market new and enhanced products on a timely basis;~~

~~changes in laws and regulations affecting our business;~~

~~commencement of, or involvement in, litigation involving the Company;~~

~~changes in the Company's capital structure, such as future issuances of securities or the incurrence of additional debt;~~

~~the volume of securities available for public sale;~~

~~any major change in our board of directors or management;~~

~~sales of substantial amounts of our securities by our directors, executive officers or significant stockholders or the perception that such sales could occur; and~~

~~general economic and political conditions such as recession; interest rate and international currency fluctuations; and acts of war or terrorism.~~

In addition, the market price of our common stock could also be affected by possible sales of our common stock by investors who view the Series A Preferred Stock as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our common stock. The hedging or arbitrage could, in turn, affect the trading price of the Series A Preferred Stock.

Many of the factors listed above are beyond our control. In addition, broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our common stock, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress the price of our securities regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

If securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the Company. If no securities or industry analysts commence coverage of the Company, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Company change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst who may cover the Company were to cease coverage of the Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

~~- 22 -~~

~~Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.~~

The Company's certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

~~no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;~~

the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

~~limiting the liability of, and providing indemnification to, our directors and officers;~~

~~controlling the procedures for the conduct and scheduling of stockholder meetings;~~

~~providing that directors may be removed prior to the expiration of their terms by stockholders only for cause; and~~

advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of the Company.

~~These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors and management.~~

Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some investors are willing to pay for our securities.

~~The Series A Preferred Stock ranks junior to all of our indebtedness.~~

In the event of our bankruptcy, liquidation, reorganization or other winding-up, our assets will be available to pay obligations on the Series A Preferred Stock only after all of our indebtedness has been paid. In addition, we are a holding company and the Series A Preferred Stock will effectively rank junior to all existing and future indebtedness and other liabilities (including trade payables) of our subsidiaries and any capital stock of our subsidiaries not held by us. The rights of holders of the Series A Preferred Stock to participate in the distribution of assets of our subsidiaries will rank junior to the prior claims of that subsidiary's creditors and any other equity holders. Consequently, if we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets remaining to pay amounts due on any or all of the Series A Preferred Stock then outstanding. We and our subsidiaries may incur substantial amounts of additional debt and other obligations that will rank senior to the Series A Preferred Stock.

~~We currently have no preferred stock outstanding and no other capital stock outstanding that is senior to or on parity with the Series A Preferred Stock. As of March 20, 2017, we had approximately $~~5 ~~million of total indebtedness for borrowed money.~~

~~We are not obligated to pay dividends on the Series A Preferred Stock if prohibited by law and will not be able to pay cash dividends if we have insufficient cash to do so.~~

Under Delaware law, dividends on capital stock may only be paid from "surplus" or, if there is no "surplus," from the corporation's net profits for the then-current or the preceding fiscal year. Unless we operate profitably, our ability to pay dividends on the Series A Preferred Stock would require the availability of adequate "surplus," which is defined as the excess, if any, of our net assets (total assets less total liabilities) over our capital.

~~- 23 -~~

Further, even if adequate surplus is available to pay dividends on the Series A Preferred Stock, we may not have sufficient cash to pay cash dividends on the Series A Preferred Stock. We may elect to pay dividends on the Series A Preferred Stock in shares of additional Series A Preferred Stock; however, our ability to pay dividends in shares of our Series A Preferred Stock may be limited by the number of shares of Series A Preferred Stock we are authorized to issue under our amended and restated certificate of incorporation (the "Certificate of Incorporation"). As of March 20, 2017, we had issued 363,611 shares of our Series A Preferred Stock out of 700,000 authorized shares.

~~The terms of our financing agreements may limit our ability to pay dividends on the Series A Preferred Stock.~~

Financing agreements, whether ours or those of our subsidiaries and whether in place now or in the future may include restrictions on our ability to pay cash dividends on our capital stock, including the Series A Preferred Stock. These limitations may cause us to be unable to pay dividends on the Series A Preferred Stock unless we can refinance amounts outstanding under those agreements. We do not intend to pay cash dividends to the extent we are restricted by any of our financing arrangements.

~~The Series A Preferred Stock is a recent issuance that does not have an established trading market, which may negatively affect its market value and the ability to transfer or sell such shares.~~

The shares of Series A Preferred Stock are a recent issue of securities with no established trading market. Since the Series A Preferred Stock has no stated maturity date, investors seeking liquidity will be limited to selling their shares in the secondary market or converting their shares and selling in the secondary market. We do not intend to list the Series A Preferred Stock on any securities exchange. We cannot assure you that an active trading market in the Series A Preferred Stock will develop or, even if it develops, we cannot assure you that it will last. In either case, the trading price of the Series A Preferred Stock could be adversely affected and your ability to transfer your shares of Series A Preferred Stock will be limited. We are not aware of any entity making a market in the shares of our Series A Preferred Stock which we anticipate may further limit liquidity.

With the consent of holders of our Series A Preferred Stock, we may issue additional series of preferred stock that rank equally or superior to the Series A Preferred Stock as to dividend payments and liquidation preference.

Neither our Certificate of Incorporation nor the Certificate of Designations for the Series A Preferred Stock prohibits us from issuing additional series of preferred stock (with the consent of holders of our Series A Preferred Stock) that would rank equally or superior to the Series A Preferred Stock as to dividend payments and liquidation preference. Our Certificate of Incorporation provides that we have the authority to issue up to 1,000,000 shares of preferred stock, including up to 700,000 shares of Series A Preferred Stock. The issuances of other series of preferred stock could have the effect of reducing the amounts available to the Series A Preferred Stock in the event of our liquidation, winding-up or dissolution. It may also reduce cash dividend payments on the Series A Preferred Stock if we do not have sufficient funds to pay dividends on all Series A Preferred Stock outstanding and outstanding parity preferred stock.

~~Future issuances of preferred stock may adversely affect the market price for our common stock.~~

Additional issuances and sales of preferred stock, or the perception that such issuances and sales could occur, may cause prevailing market prices for our common stock to decline and may adversely affect our ability to raise additional capital in the ~~financial markets at times and prices favorable to us.~~

~~ITEM~~Item 1B. ~~UNRESOLVED STAFF COMMENTS~~Unresolved Staff Comments

~~None~~.

Not applicable.

~~ITEM~~

Item 2. ~~PROPERTIES~~

Properties

Our principal ~~executive~~corporate office is located at 4851 Tamiami Trail N, Suite 200 Naples, FL 34013. The Company believes our office is in ~~approximately 2,547 square feet of office space in Princeton, New Jersey~~good condition and is ~~situated within an~~sufficient to conduct our operations. Our principal corporate office ~~that also serves as the principal office of Ameri and Partners. We currently pay rent of $5,400 per month. We also lease administrative, marketing and product development and support facilities totaling approximately 11,000 square feet in Glen Mills,~~ ~~PA,~~ ~~Atlanta, GA~~ ~~and~~ ~~Chandler, AZ~~ ~~in the~~ ~~U.S.~~ ~~and Chennai, Mumbai and Bangalore, India. The rent expenses for our offshore support teams are captured~~is held under ~~our India expense category. Total rent expense for our U.S. offices is recorded in general and administrative expense in the accompanying consolidated statements of~~ ~~operations and was approximately $220,280 for the twelve months ended December 31, 2016 and $47,475 for the year ended December 31, 2015.~~

a month-to-month operating lease.

~~ITEM~~

Item 3. ~~LEGAL PROCEEDINGS~~

~~None.~~Legal Proceedings

From time to time, we may be a party to litigation that arises in the ordinary course of its business. Other than as described below, we do not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition or cash flows.

On January 21, 2021, we received a stockholder litigation demand letter from the law firm of Purcell Julie & Lefkowitz LLP, on behalf of James Self, a purported stockholder of our Company. The letter demands that we (i) deem ineffective the December 30, 2020 amendment to its Amended and Restated Certificate of Incorporation in which we effected a reverse stock split due to the manner in which non-votes by brokers were tabulated, (ii) seek appropriate relief for damages allegedly suffered by the company and its stockholders or seek a valid stockholder approval of the amendment and reverse stock split, and (iii) adopt adequate internal controls to prevent a recurrence of the alleged misconduct. We dispute that the amendment was ineffective or that there were any inadequate internal controls related to the same. However, to eliminate any questions about the amendment, we intend to seek to ratify the amendment at a special stockholders’ meeting pursuant to Section 204 of the Delaware General Corporation Law. This special stockholders’ meeting is scheduled to occur on May 14, 2021.

~~ITEM~~

Item 4. ~~MINE SAFETY DISCLOSURES~~

Mine Safety Disclosures

Not Applicable.

~~Not applicable.~~

~~- 24 -~~

PART II

~~ITEM~~

Item 5. ~~MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

Market for Registrant’s Common ~~Stock~~Equity, Related Stockholder Matters and Issuer’s Purchases of Equity Securities

Market Information

~~Effective May 26, 2015, our trading~~

Our common stock is traded on NASDAQ Capital Markets under the symbol on“ENVB”.

Holders

On March 30, 2021 the OTCQB marketplace was temporarily changed to "SPZRD" from "SPZR" because of the Merger. This temporary trading symbol was then replaced by FINRA (Financial Industry Regulatory Authority) with "AMRH". The following table sets forth, for the calendar periods indicated, the range of the high and low closing prices reported for our common stock. The quotations represent inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. The quotations may be rounded for presentation.

Twelve months ended December 31, 2016 Low High

Quarter ended March 31, 2016 $ 5.00 $ 7.00
Quarter ended June 30, 2016 $ 5.50 $ 7.00
Quarter ended September 30, 2016 $ 5.00 $ 7.00
Quarter ended December 31, 2016 $ 5.00 $ 7.50

~~Holders~~

~~As of March 20, 2017, we~~Company had ~~245~~87 stockholders of ~~record of our~~record.

Dividends

The Company has never declared or paid cash dividends on its common stock and ~~one holder of record of our Series A Preferred Stock. These numbers~~has no intention to do ~~not include beneficial owners whose shares are held~~so in the ~~names of various securities brokers, dealers and registered clearing agencies.~~

~~Dividend Policy~~

Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. The Certificate of Designation for our Series A Preferred Stock prohibits the payment of dividends at any time that we are not current in the payment of dividends with respect to the Series A Preferred Stock. There are no other restrictions in our certificate of incorporation or by-laws that prevent us from declaring dividends. Any future disposition of dividends will be at the discretion of our board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements and other factors.

foreseeable future.

Recent Sales of Unregistered Securities

~~During the past two years, we sold the following securities without registration under the~~

None.

Issuer Purchases of Equity Securities ~~Act:~~

~~Lone Star Value~~

For the purpose of financing the ongoing business and operations of our company following the Merger, concurrently with the closing of the Merger, we issued a 5% Unsecured Convertible Note due May 26, 2017, in the principal amount of $5,000,000 (the "Convertible Note"), together with a warrant to purchase shares of our common stock (the "Original Warrant"), in a private placement (the "Private Placement") to Lone Star Value Investors, LP ("LSVI"), pursuant to the terms of a Securities Purchase Agreement, dated as of May 26, 2015. Prior to the Merger, Lone Star Value was our majority shareholder. The Convertible Note was unsecured and was to become due on May 26, 2017, the second anniversary of the issue date. Prior to maturity, the Convertible Note bore interest at 5% per annum, with interest being paid semiannually on the first day of each of the first and third calendar quarters. From and after an event of default and for so long as the event of default was continuing, the Convertible Note was to bear default interest at the rate of 10% per annum. The Convertible Note could be prepaid by us at any time without penalty.

The Convertible Note was convertible into shares of our common stock at a conversion price of $1.80 per share, or an aggregate of 2,777,778 shares of common stock, subject to adjustment under certain circumstances. The Convertible Note ranked senior to all of our other obligations, except for trade payables in the ordinary course of business, purchase money asset financing and any inventory or receivables-based credit facility that we may obtain in the future, provided that the amount of the credit facility does not exceed 50% of eligible inventory and 80% of eligible receivables. The Convertible Note also included certain negative covenants including, without LSVI's approval, restrictions on debt and security interests, mergers and the purchase and sale of assets, dividends and other restricted payments and investments.

~~- 25 -~~

The Original Warrant issued in the Private Placement gave LSVI the right to purchase up to 2,777,777 shares of common stock (equivalent to 100% warrant coverage in respect of the shares underlying the Convertible Note) at an exercise price equal to $1.80 per share. The Original Warrant may be exercised on a cashless-exercise basis, meaning that, upon exercise, the holder would make no cash payment to us and would receive a number of shares of our common stock having an aggregate value equal to the excess of the then-current market price of the shares issuable upon exercise of the Original Warrant over the exercise price of the Warrant. The Original Warrant expires on May 26, 2020.

On May 13, 2016, LSVI completed an early partial exercise of its Original Warrant for 1,111,111 shares of our common stock at a price of $1.80 per share, for total consideration to us of $2,000,000, and LSVI was issued a replacement warrant for the remaining 1,166,666 shares under the Original Warrant on the same terms as the Original Warrant. LSVI also agreed to an amendment of the Convertible Note to extend the maturity of the Convertible Note for two years in exchange for (i) the right to request that the Board expand the size of the Board to nine directors from the current eight, with LSVI having the right to designate up to four of the nine directors and (ii) the issuance of an additional warrant (the "Additional Warrant") for the purchase of 1,000,000 shares of the Company's common stock at a price of $6.00 per share, on substantively the same terms as the Original Warrant, except the Additional Warrant may only be exercised for cash. LSVI's Registration Rights Agreement, dated May 26, 2015, with the Company was also amended and restated to include the shares of common stock issuable under the Additional Warrant.

On December 30, 2016, the Company entered into an Exchange Agreement (the "Exchange Agreement") with LSVI, pursuant to which the Convertible Note was returned to the Company and cancelled in exchange for 363,611 shares of the Company's Series A Preferred Stock, which is non-convertible and perpetual preferred stock of the Company. As a result of the exchange transaction, no principal or interest remained outstanding or payable under the Convertible Note and the Convertible Note was no longer convertible into shares of common stock of the Company.

~~2015 and 2016 Issuances~~

~~On November 20, 2015, we issued 235,295 shares of our common stock to the former shareholders of Ameri Georgia as part of the total consideration for the acquisition of Ameri Georgia.~~

On April 20, 2016, we entered into a Stock Purchase Agreement with Dhruwa N. Rai, pursuant to which Mr. Rai purchased 500,000 unregistered shares of our common stock from us at a price per share of $6.00 for aggregate consideration to us of $3,000,000.

On ~~July 1, 2016, we~~ ~~issued warrants~~ to ~~purchase~~ ~~51,000 shares of our common stock to the former members of Bigtech as part of the total consideration for the acquisition of Bigtech.~~ ~~The warrants are exercisable on or after July 1, 2018~~.

On July 22, 2016, we issued 101,250 shares of our common stock to the former sole member of Virtuoso as part of the total consideration for the acquisition of Virtuoso. The shares were issued with a value of $6.51 per share.

On July 29, 2016, we became obligated to issue 1,600,000 shares of our common stock to the former members of DCM as part of the total consideration for the acquisition of DCM. The shares are to be issued on July 29, 2018 or upon a change of control of the Company (whichever occurs earlier).

~~On September 1, 2016, we issued 299,250 shares of common stock to Srinidhi "Dev" Devanur, our Executive Chairman, in connection with the completion of our acquisition of~~ ~~Ameri Consulting Service Private Limited~~ ~~on July 1, 2016, pursuant to the terms of a Stock Purchase Agreement dated May 26, 2015.~~

~~2017 Issuances~~

~~On March 7, 2017, we completed the sale and issuance of the 2017 Notes, for proceeds to us of an aggregate of $1,250,000~~ ~~from~~ ~~four accredited investors, including one of the Company's directors, Dhruwa N. Rai. The 2017 Notes were issued pursuant to Securities Purchase Agreements~~ ~~between the Company and~~ each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty.

~~- 26 -~~

The 2017 Notes are convertible into shares of our common stock at a conversion price of (i) in the event that any registration statement for the public offering of common stock filed by the Company with the SEC in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to 68% of the price per share of common stock offered and sold pursuant to such registration statement, or (ii) if no such registration statement is declared effective by December 31, 2017, such price per share that is equal to the weighted average closing price per share of the Company's common stock for the 20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances. The 2017 Notes rank junior to our secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors' approval, restrictions on dividends and other restricted payments and reclassification of its stock.

On March 10, 2017, we issued 576,923 shares of our common stock to the former stockholders of ATCG as part of the total consideration for the acquisition of ATCG. The shares were issued with a value of $6.50 per share.

The foregoing issuances were exempt from registration under Section 4(a)(2) of the Securities Act as sales by an issuer not involving a public offering. None of the foregoing issuances were registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

~~Securities Authorized for Issuance under Equity Compensation Plans~~

~~See the section titled "Equity Compensation Plan Information" under Item 12 in Part III of this Form 10-K.~~

None.

~~ITEM~~

Item 6. ~~SELECTED FINANCIAL DATA~~

~~Not applicable~~Selected Financial Data

On November 19, 2020, the SEC issued final rules to amend Regulation S-K. These changes are effective for ~~smaller reporting companies.~~

~~- 27 -~~

annual filings for the first fiscal year ending on or after August 9, 2021, and early adoption is permitted. We elected to adopt the amendments to Item 301 of Regulation S-K in their entirety, which remove the requirement to furnish selected financial data for each of the last five fiscal years.

~~ITEM~~

Item 7. ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~Special Note Regarding Forward-Looking Information~~

The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, our consolidated financial statements and related notes included elsewhere in this report. Historical results and percentage relationships among any amounts in these financial statements are not necessarily indicative of trends in operating results for any future period. This report contains "forward-looking statements." The statements, which are not historical facts contained in this report, including this Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “our,” “us,” or “we” in this section titled “Management’s Discussion and ~~notes~~Analysis of Financial Condition and Results of Operations of Enveric” refer to Enveric Biosciences, Inc. The following discussion and analysis of our ~~consolidated~~financial condition and results of operations should be read together with our financial statements ~~particularly those that utilize terminology such as "may" "will," "should," "expects," "anticipates," "estimates," "believes,"~~and related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or ~~"plans" or comparable terminology are forward-looking statements. Such statements are based~~set forth elsewhere in this Annual Report on ~~currently available operating, financial and competitive~~Form 10-K, including information and are subject to various risks and uncertainties. Future events and our actual results may differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, our ability to raise additional funding, our ability to maintain and grow our business, variability of operating results, our ability to maintain and enhance our brand, our development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into our portfolio of software and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of our clients, our ability to protect our intellectual property, the potential liability with respect to ~~actions taken by~~ our ~~existing~~plans and ~~past employees,~~strategy for our business and related financing, includes forward-looking statements involving risks ~~associated with international sales~~ and ~~other risks described herein~~uncertainties and ~~in our other filings~~should be read together with the ~~SEC.~~

~~All forward-looking statements in this document are based on information currently available to us as of~~“Risk Factors” and the ~~date~~“Cautionary Statement Regarding Forward-Looking Statements” sections of this ~~report,~~Annual Report on Form 10-K. Such risks and ~~we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks,~~ uncertainties ~~and other factors that may~~could cause ~~the~~ actual results to differ materially from ~~any future~~the results ~~performance or achievements expressed~~described in or implied by the forward-looking statements contained in the following discussion and analysis.

Business Overview

We are an early-development-stage biosciences company that is developing innovative, evidence-based prescription products and combination therapies containing cannabinoids to address unmet needs in cancer care. We seek to improve the lives of patients suffering from cancer, initially by developing palliative and supportive care products for people suffering from certain side effects of cancer and cancer treatment such ~~forward-looking statements.~~

~~Company History~~

as pain or skin irritation. We ~~were incorporated under~~currently intend to offer such palliative and supportive care products in the ~~laws~~United States, following approval through established regulatory pathways.

We are also aiming to advance a pipeline of novel cannabinoid combination therapies for hard-to-treat cancers, including glioblastoma multiforme (GBM) and several other indications, which are currently being researched.

We intend to bring together leading oncology clinicians and researchers, academic and industry partners so as to develop both external proprietary products and a robust internal pipeline of product candidates aimed at improving quality of life and outcomes for cancer patients. We intend to evaluate options to out-license its proprietary technology as it moves along the ~~State of Delaware~~regulatory pathway as well as evaluating building a small, targeted selling organization and will potentially utilize a hybrid approach based on the product indication and the market opportunity.

In developing its product candidates, we intend to focus on cannabinoids derived from hemp, other botanical sources, and synthetic materials containing no tetrahydrocannabinol (THC) in ~~February 1994 as Spatializer Audio Laboratories, Inc., which was a shell company immediately prior~~order to comply with U.S. federal regulations. Of the ~~Merger. On May 26, 2015, we completed the Merger, in which we caused Ameri100 Acquisition, Inc., a Delaware corporation and our newly created, wholly owned subsidiary,~~potential cannabinoids to be ~~merged with~~used in therapeutic formulations, THC, which is responsible for the psychoactive properties of marijuana, can result in undesirable mood effects. Cannabidiol (CBD) and cannabigerol (CBG), on the other hand, are not psychotropic and are therefore more attractive candidates for translation into ~~Ameri~~therapeutic practice. In the future, we may utilize cannabinoids that are derived from cannabis plants, which may contain THC; however, we only intend to do so in jurisdictions where THC is legal. These product candidates will then be studied through a typical FDA drug approval process.

Tender Agreement, Reverse Stock Split and ~~Partners (dba Ameri100), a Delaware corporation. As a result of the Merger, Ameri and Partners became our wholly owned operating subsidiary. The Merger was consummated under Delaware law,~~Related Transactions

On December 30, 2020, pursuant to the ~~Merger~~previously announced Tender Offer Support Agreement and ~~in connection with the Merger we changed our name to AMERI Holdings, Inc. We are headquartered in Princeton, New Jersey.~~

~~Overview~~

~~We specialize in delivering SAP~~^TM ~~cloud and digital enterprise services to clients worldwide. Our SAP focus allows us to provide technological solutions to a broad and growing base~~Termination of ~~clients. We are headquartered in Princeton, NJ, and~~ we ~~have offices across the United States, which are supported~~Amalgamation Agreement dated August 12, 2020 (“Original Amalgamation Agreement”), as amended by offices in India. Our model inverts the conventional global delivery model wherein offshore information technology ("IT") service providers are based abroad and maintain a minimal presence in the United States. With a strong SAP focus, our client partnerships anchor around SAP cloud services, artificial intelligence, internet of things and robotic process automation. We pursue an acquisition strategy that ~~seeks to disrupt the established business model of offshore IT service providers.~~

~~We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into two categories:~~ (~~1) time-and-materials~~ ~~contracts~~ ~~and~~ (~~2) fixed-price~~ ~~contracts~~.

When a customer enters into a time-and-materials or fixed-price (or a periodic retainer-based) contract, the revenue is recognized in accordance with the deliverables of each contract. If the deliverables involve separate units of accounting, the consideration from the arrangement is measured and allocatedcertain Amendment No. 1 to the ~~separate units, based on vendor specific objective evidence~~Tender Offer Support Agreement and Termination of Amalgamation Agreement dated December 18, 2020 (as amended the “Tender Agreement”), the Company completed a tender offer (“Offer”) to purchase all of the ~~value for each deliverable.~~

~~- 28 -~~

~~The revenue under time~~outstanding common shares of Jay Pharma, Inc., a Canada corporation and ~~materials contracts is recognized as services rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under~~a wholly-owned subsidiary of the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project.

~~For the twelve months ended December 31, 2016, sales to five major customers, accounted for 52.75% of our total revenue.~~

~~Matters that May or Are Currently Affecting Our Business~~

~~The main challenges and trends that could affect or are affecting our financial results include:~~

~~Our ability to enter into additional technology-management and consulting agreements, to diversify our client base and to expand the geographic areas we serve;~~

~~Our ability to attract competent, skilled professionals and on-demand technology partners for our operations at acceptable prices to manage our overhead;~~

~~Our ability to acquire other technology services companies and integrate them with our existing business;~~

~~Our ability to raise additional equity capital, if and when we needed; and~~

~~Our ability to control our costs of operation as we expand our organization and capabilities.~~

~~Result of Operations~~

~~Results of Operations for the Twelve Months Ended December 31, 2016 Compared to the Twelve Months Ended December 31, 2015~~

Twelve Months
Ended
December 31,

2016 2015

Net revenue $ 36,145,589 $ 20,261,172
Cost of revenue 29,608,932 13,391,504
Gross profit
6,536,657 6,869,668

Operating expenses:
Selling and marketing 417,249 119,847
General and administration
8,552,966 5,721,633
Nonrecurring expenditures 1,585,136 1,655,962
Depreciation and amortization 1,361,169 166,208
Operating expenses 11,916,520 7,663,650

Operating income (loss): (5,379,863 ) (793,982 )

Interest expense (751,074 ) (238,471 )
Interest income/other income
- 89,918
Other income 16,604 -

Change due to estimate correction (410,817 ) -
Total other income (expenses) (1,145,287 ) (148,553 )
Net income (loss) before income taxes (6,525,150 ) (942,535 )
Income tax benefit (provision) 3,747,846 128,460
Net income (loss) (2,777,304 ) (814,075 )
Non-controlling interest (3,382 ) -
Net income (loss) attributable to the Company (2,780,686 ) (814,075 )

Foreign exchange translation adjustment (7,426 ) -
Comprehensive income (loss)
$ (2,788,112 ) $ (814,075 )

~~Revenues~~

Revenues for the twelve months ended December 31, 2016 increased by 78% from the twelve months ended December 31, 2015 to $36,145,589. Approximately 60% of this increase is directly attributable to the acquisitions that we made in 2016. DCM added approximately $7.65 million to our 2016 revenues. Similarly, Virtuoso and Bigtech added approximately $1.14 million and $520,000, respectively, to revenues. In addition, we acquired Ameri Georgia in late 2015 and only received four months of revenue from Ameri Georgia that year, while in 2016 we received a full year of revenue from Ameri Georgia.

Our top five customers accounted for 52.75 % of our revenues for the twelve months ended December 31, 2016. We derived 98% of our revenues from our customers located in North America for the twelve months ended December 31, 2016.

~~Gross Margin~~

~~Our gross margin was $6,536,657, or 18.1%~~Company (“Jay Pharma”), for the ~~twelve months ended December 31, 2016, as compared to $6,869,668, or 33.9%, for the twelve months ended December 31, 2015. The change in gross margin for 2016 was a result~~number of ~~lower margins for professional services and a decrease in project revenues in 2016 than in 2015.~~

~~- 29 -~~

~~Selling and Marketing Expenses~~

Selling and marketing expenses were $417,249 for the twelve months ended December 31, 2016, compared to $119,847 for the twelve months ended December 31, 2015. The increase in selling and marketing expenses was directly attributable to the addition of Ameri Georgia's selling and marketing expenses in 2016, following its acquisition in late 2015.

~~General and~~ ~~Administration~~ ~~Expenses~~

~~General and~~ ~~Administration~~ ("G&A") expenses include all costs, including rent costs, which are not directly associated with revenue-generating activities, as well as the non-cash expense for stock based compensation. These include employee costs, corporate costs and facilities costs. Employee costs include administrative salaries and related employee benefits, travel, recruiting and training costs. Corporate costs include reorganization costs, legal, accounting and outside consulting fees. Facilities costs primarily include rent and communications costs.

G&A expenses for the twelve months ended December 31, 2016 was $8,552,966 as compared to $5,721,633 for the year ended December 31, 2015. Our G&A expense growth was moderated by cost synergies, including consolidating offshore teams for finance, recruitment and human resources.

~~Nonrecurring Expenses~~

Nonrecurring expenditures of $1,585,136 occurred during the twelve months ended December 31, 2016 and are primarily costs and expenses that are unlikely to occur again in the normal course of business. These expenditures included legal, banking and subscription fees and other acquisition related costs. Increased legal costs were incurred as a result of various acquisition related activities as well as the additional incremental costs or pursuing additional acquisitions.

~~Our nonrecurring expenses consisted of the following:~~

~~$53,288 for an event in connection with integrating all acquired subsidiaries with the Company;~~

~~$229,440 for fees in connection with terminating our prior credit facility and replacing it with our current credit facility with Sterling National Bank;~~

~~$312,500 for payments to a financial advisor for its assistance in obtaining our current credit facility with Sterling National Bank;~~

~~$349,902 for~~ ~~earn-out~~ ~~payments to the former owners of Ameri Georgia; and~~

~~$640,006 for legal fees in connection with our acquisitions.~~

~~All of the foregoing expenses were specific to events of the Company that occurred in 2016 and we do not expect further ongoing expenses with those events.~~

~~Depreciation and Amortization~~

~~Depreciation and amortization expense amounted to $1,361,169 for the twelve months ended December 31, 2016, as compared to $166,208 for the twelve months ended December 31, 2015.~~ We capitalized the customer lists received from each of our acquisitions during 2016, resulting in increased amortization costs. The customer lists from each acquisition are amortized over a period of 60 months.

~~Our amortization schedule is as follows:~~

Years ending December 31,
Amount

2017 $ 2,464,184
2018 2,115,592
2019 1,748,250
2020 1,621,000
2021 815,678
Total $ 8,764,704

~~Operating income~~

Our operating income percentage was (14.9) % for the twelve months ended December 31, 2016, as compared to (3.9) % for the twelve months ended December 31, 2015. This change was mainly due to an increase in selling and marketing, G&A expenses and nonrecurring expenditures.

~~Income taxes~~

~~Our benefit for income taxes for the twelve months ended December 31, 2016 and the twelve months ended December 31, 2015 amounted to approximately $3,747,846 and $128,460, respectively.~~

~~- 30 -~~

~~Liquidity and Capital Resources~~

~~Our cash position was $1,379,887 as of December 31, 2016, as compared to $1,878,034 as of December 31, 2015, a decrease of $498,147 primarily the result of working capital expenditures.~~

~~Cash used in operating activities was $(2,703,989) during the twelve months ended December 31, 2016 and was primarily a result of net increases from working capital requirements. Cash used in investing activities was $(6,592,062) during the twelve months ended December 31, 2016 due primarily to acquisitions and assets purchased for the purpose of providing future revenues. Cash provided by financing activities was $8,797,904~~ ~~during the twelve months ended December 31, 2016 and was attributable to issuance of the convertible note and additional collateralized debt issuances.~~

On July 1, 2016, the Company entered into that certain Loan and Security Agreement (the "Loan Agreement"), with its wholly-owned subsidiaries Ameri and Partners and Ameri Georgia, as borrowers, the Company and its wholly-owned subsidiaries Linear Logics, Corp. and WinHire Inc serving as guarantors, the Company's Chief Executive Officer, Giri Devanur, serving as a validity guarantor, and Sterling National Bank, N.A. (as lender and as agent). The Company joined DCM, Virtuoso and ATCG as borrowers under the Loan Agreement following their respective acquisition.

Under the Loan Agreement, the borrowers are able to borrow up to an aggregate of $10 million, which includes up to $8 million in principal for revolving loans for general working capital purposes, up to $2 million in principal pursuant to a term loan for the purpose of a permitted business acquisition and up to $200,000 for letters of credit. A portion of the proceeds of the Loan Agreement were also used to repay the November 20, 2015 credit facility that was entered into among the Company, its wholly-owned subsidiary Ameri Georgia and Federal National Payables, Inc.

The Loan Agreement has a term of three years, which will automatically renew unless a written notice of termination is given by the Borrowers or Sterling to the other at least 60 days prior to the end of the original or any renewed term. Our outstanding balance with Sterling National Bank for the Term Loan and Revolving Loans was $1.9 and $4.85 million, respectively, as of December 31, 2016. Due to our 2016 acquisitions, we did not fulfill certain of the financial covenants contained in our Loan Agreement with Sterling National Bank as of December 31, 2016; however, Sterling National Bank has agreed to waive our compliance with such covenants in exchange for the payment of a fee.

For the purpose of financing the ongoing business and operations of our company, on April 20, 2016, we entered into a Stock Purchase Agreement with Dhruwa N. Rai, pursuant to which Mr. Rai purchased 500,000 unregistered shares of ~~our~~Company common stock, par value $0.01 per share (“Common Stock”) or Series B Preferred Stock, as applicable, equal to the exchange ratio of 0.8849 (the “Exchange Ratio”), and Jay Pharma became a wholly-owned subsidiary of the Company, on the terms and conditions set forth in the Tender Agreement. In connection with the Offer, the Company changed its name from ~~us at~~AMERI Holdings, Inc. to Enveric Biosciences, Inc. The Offer has been accounted for as a ~~price~~“reverse merger” under the acquisition method of accounting for business combinations with Jay Pharma treated as the accounting acquirer of Ameri. As such, the historical financial statements of Jay Pharma have become the historical financial statements of Ameri, or the combined company, and are included in this filing labeled “Enveric Biosciences, Inc.” As a result of the Offer, historical common stock, stock options and additional paid-in capital, including share and per share amounts, have been retroactively adjusted to reflect the equity structure of ~~$6.00~~the combined company, including the effect of the Exchange Ratio and the Common Stock.

Immediately following the completion of the Offer, on December 30, 2020, the Company effected a 1-for-4 reverse stock split of the issued and outstanding Common Stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the per share exercise price of, and the number of shares of Company Common Stock underlying, our stock options and warrants outstanding immediately prior to the Reverse Stock Split were automatically proportionally adjusted based on the 1-for-4 split ratio in accordance with the terms of such options and warrants, as the case may be. Share and per-share amounts of Common Stock, options and warrants included herein have been adjusted to give effect to the Reverse Stock Split. The Reverse Stock Split did not alter the par value of the Common Stock, $0.01 per share, or modify any voting rights or other terms of the Common Stock. Unless otherwise noted, the accompanying financial statements and notes thereto, including the Exchange Ratio applied to historical Jay Pharma common stock and stock options, give retroactive effect to the Reverse Stock Split for all periods presented.

Upon completion of the Offer, (i) holders of outstanding common shares of Jay Pharma (referred to herein as the Jay Pharma equity holders) other than Alpha Capital Anstalt (“Alpha”) and Bezalel Partners, LLC (“Bezalel”) received the number of shares of Common Stock in accordance with the Exchange Ratio of 0.8849, as calculated in accordance with the Tender Agreement, (ii) each of Alpha and Bezalel, as an investor who would have beneficially owned more than 10.0% of the Company if it received Common Stock, received shares of Series B Preferred Stock, which are convertible into shares of Common Stock subject to a 9.99% beneficial ownership blocker, pursuant to the terms of the respective exchange agreement entered into by and between Ameri and such stockholder. Each outstanding Jay Pharma option, whether vested or unvested, and warrant that had not previously been exercised was exchanged for Company stock options and Company warrants, in each case convertible into the number of shares of Common Stock equal to the Exchange Ratio.

Each share of Series B Preferred Stock is non-voting and is convertible into one share of Common Stock (subject to adjustment) at any time at the option of the holder, provided that each holder would be prohibited from converting Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company. Shares of Series B Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the Board. However, holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when such dividends are specifically declared by the Board. The Company will have no right to require a holder to surrender its Series B Preferred Stock for redemption. Shares of Series B Preferred Stock will not otherwise be entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.

Upon completion of the Offer and the transactions contemplated in the Tender Agreement, but without giving effect to the issuance of the Series B Warrants to purchase 1,791,923 shares of Common Stock at an exercise price of $0.01 per share to Alpha following the completion of the Offer, (i) Jay Pharma equity holders, including those who received Series B Preferred Stock in the Offer, own approximately 82.3% of the outstanding equity of the Company, assuming conversion of the Series B Preferred Stock, (ii) the Ameri equity holders at the time of the completion of the Offer own approximately 14.5% of the outstanding equity of the Company, and (iii) the financial advisor to Jay Pharma and Ameri owns approximately 3.2% of the outstanding equity of the Company.

As a significant investor in Jay Pharma, Alpha received Series B Preferred Stock in the Offer instead of Common Stock, as well as Series B Warrants with a nominal exercise price, which were issued to Alpha following the completion of the Offer to account for an adjustment in pricing of the transactions in light of global economic conditions. Because the Series B Preferred Stock is convertible into Common Stock at any time for no consideration, such shares have been included in basic earnings per share. The Series B Warrants are accounted for as a cost of equity as part of the capital issuance. The estimated fair value implied for shares of the Company based on the series of transactions with Alpha is $1.62 per share, which is equal to the $5,300,000 investment made by Alpha divided by 3,262,907, or the number of post-Reverse Stock Split shares of Series B Preferred Stock (convertible into Common Stock) that Alpha received in the Offer.

Simultaneously with the execution of the Original Amalgamation Agreement, Jay Pharma issued a Secured Promissory Note, dated January 10, 2020 (the “Original Note”), to Alpha, pursuant to which, on January 10, 2020, Jay Pharma received a $1,500,000 loan from Alpha. The Original Note was amended to reflect an additional investment of $500,000, resulting in a total principal amount of $2,000,000. The Original Note was further amended on August 12, 2020, to account for the termination of the Original Amalgamation Agreement and the change in the structure of the transaction from an amalgamation to a stock-for-stock exchange offer (as amended, the “Note”). Upon the closing of the Offer, the Note was converted into the right to receive 2,473,848 common shares of Jay Pharma and warrants to purchase 2,333,970 common shares of Jay Pharma at an exercise price of $1.03 per share immediately prior to the Offer. In connection with the Offer, such common shares and warrants of Jay Pharma acquired by Alpha upon conversion of the Note were converted into the right to receive (i) 547,278 shares of Series B Preferred Stock that are convertible into up to 547,278 shares of Common Stock, after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 516,333 shares of Common Stock at an exercise price of $4.64 per share, after giving effect to the Reverse Stock Split.

Alpha also acquired 3,500,954 common shares of Jay Pharma and warrants to purchase 3,500,954 common shares of Jay Pharma at an exercise price of $1.03 per share, immediately prior to the Offer, in connection with the $3 million private placement completed prior to the completion of the Offer (the “Alpha Investment”). In connection with the Offer, such common shares and warrants of Jay Pharma acquired by Alpha in the Alpha Investment were converted into, as applicable, the right to receive (i) 774,499 shares of Series B Preferred Stock that are convertible into up to 774,499 shares of Common Stock, after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 774,499 shares of Common Stock at an exercise price of $4.64 per share, after giving effect to the Reverse Stock Split.

On December 4, 2020, Jay Pharma and Alpha executed a securities purchase agreement whereby Alpha purchased an additional 1,000,000 common shares of Jay Pharma and warrants to purchase 500,000 common shares of Jay Pharma at an exercise price of $0.30 per share for an aggregate ~~consideration~~purchase price of $300,000 (the “Alpha December Investment”). In connection with the Offer, such shares were exchanged for 221,225 shares of Common Stock, and such warrants were exchanged for warrants to uspurchase 110,613 shares of ~~$3,000,000.~~

~~On May 13, 2016, LSVI completed~~Common Stock at $1.36 per share.

Additionally, at the effective time of the Offer, the Company issued five-year warrants (the “Series B Warrants”) to purchase 1,791,923 shares of Common Stock at an ~~early partial~~exercise price of $0.01 to Alpha, after giving effect to the Reverse Stock Split. The number of shares of Common Stock issuable upon the exercise of the Series B Warrants is equal to the product of (i) 8,100,000 and (ii) the Exchange Ratio of 0.8849, post-Reverse Stock Split.

After giving effect to the conversion of its ~~Original~~Series B Preferred Stock, the warrants issued to Alpha in connection with the Alpha Investment and the Alpha Bridge Loan and the Series B Warrants, Alpha’s total ownership interest in the Company will be 5,008,078 common shares, or 33.9%, without giving effect to the beneficial ownership limitations in its Series B Preferred Stock. However, under the terms of each of such securities, Alpha may not convert such security to the extent such conversion would cause Alpha, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 9.99% of the Common Stock then issued and outstanding following such exercise.

Intellectual Property Acquisition

In connection with the Offer, Jay Pharma entered into a series of assignment and assumption agreements with affiliates of a third party, Tikkun Pharma, Inc. (“Tikkun”), pursuant to which, on October 2, 2020, Tikkun assigned to Jay Pharma all of Tikkun’s (i) rights to certain skin care treatment assets and (ii) intellectual property rights to certain formulations for the development of therapeutic candidates for the prevention, management and treatment of graft versus host disease (GVHD) in exchange for an aggregate of 10,360,007 common shares of Jay Pharma.

Because Alpha required additional shares of the Company, at no or a nominal cost, for Alpha to consummate the Alpha Bridge Loan and the Alpha Investment at the planned valuation, Alpha entered into an agreement with Tikkun pursuant to which, immediately following such assignment, Tikkun sold 7,774,463 of these common shares of Jay Pharma to Alpha for the nominal aggregate purchase price of $10.00 (the “Alpha Nominal Shares”), leaving Tikkun with 2,585,544 common shares of Jay Pharma (the “Tikkun Shares”). In connection with the Offer, the Tikkun Shares were exchanged for 571,987 shares of Common Stock, after giving effect to the Reverse Stock Split, and the Alpha Nominal Shares were exchanged for 1,719,906 shares of Series B Preferred Stock that are convertible into up to 1,719,906 shares of Common Stock, after giving effect to the Reverse Stock Split.

Spin-Off

Prior to the completion of the Offer, on December 30, 2020, pursuant to the previously announced Ameri SharePurchase Agreement, Ameri and Private Ameri completed the Spin-Off, pursuant to which Ameri contributed, transferred and conveyed to Private Ameri all of the issued and outstanding equity interests of the existing subsidiaries of Ameri, constituting the entire business and operations of Ameri and its subsidiaries, and Private Ameri assumed the liabilities of such subsidiaries, and all of the issued and outstanding shares of Series A preferred stock of Ameri were redeemed for an equal number of shares of Series A preferred stock of Private Ameri.

Series B Warrants

Pursuant to the Tender Agreement, on December 31, 2020, we issued Series B Warrants (the “Series B Warrants”) to purchase 1,791,923 shares of common stock at an exercise price of $0.01 to Alpha Capital Anstalt (“Alpha”). We were obligated, among other things, to file a registration statement with SEC for purposes of registering the resale of the shares of common stock issuable upon exercise of the Series B Warrants by the investors. The issuance of the Series B Warrants was exempt from the registration requirements of the Securities Act pursuant to an exemption provided by Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering. As described below under “Letter Agreement with Alpha”, on January 12, 2021, we have waived the lock-up restrictions on Alpha with respect to dispositions of the shares of common stock issuable upon exercise of the Series B Warrants (the “Series B Warrant ~~for 1,111,111~~Shares”), and Alpha agreed to limit its sales of shares of our common stock on each trading day to no more than 10% of the daily reported trading volume of common stock on the Nasdaq Stock Market for such trading day, provided, such limitation shall terminate if the closing price of our shares of common stock on the Nasdaq Stock Market exceeds $5.29 per share for five consecutive trading days.

Director and Officer Resignations and Appointments

Effective upon completion of the Offer, Srinidhi “Dev” Devanur, our former Executive Chairman and a former director of the board of directors, Brent Kelton, our former Chief Executive Officer, Barry Kostiner, our former Chief Financial Officer, Carmo Martella, a former director of the board of directors, Thoranath Sukumaran, a former director of the board of directors and Dimitrios Angelis, a former director of the board of directors, all tendered their resignations from their respective positions as officers and directors of our company.

Pursuant to the terms of the Tender Agreement, and as disclosed in the Form S-4, the board of directors appointed David Johnson, George Kegler, Sol Mayer and Marcus Schabacker to the board of directors at the effective time of the Offer.

Effective upon the completion of the Offer, the board of directors appointed David Johnson as our Chief Executive Officer and Chairman, Avani Kanubaddi as our Chief Operating Officer, John Van Buiten as our Chief Financial Officer, and Robert Wilkins as our Chief Medical Officer.

On December 29, 2020 at the special meeting of Ameri stockholders held to approve the Tender Agreement, the shareholders ratified the Bonus Shares Proposal, as described in the Form S-4, resulting in the issuance of shares previously awarded by Ameri’s board of directors to Mr. Devanur, Mr. Kelton, Mr. Kostiner and Brandon Gordon, our Executive Vice President, Business Development in lieu of cash bonuses, with a total of 156,318 post-split shares being awarded on December 30, 2020.

Of these shares, 67,635 had originally been awarded, subject to Ameri’s shareholders’ approval, on January 9, 2020, representing aggregate bonus payments of $675,000 divided by a price of ~~$1.80 per share, for~~$9.98, the closing price on the day immediately preceding board approval. A further 88,683 shares had been awarded, subject to Ameri’s shareholders’ approval, and subject to continued service through the end of 2020, on October 19, 2020, represent aggregate bonus payments of $525,000 divided by a price of $5.92, the closing price on the day immediately preceding board approval, resulting in a total ~~consideration~~of 156,318 shares granted to usofficers and directors,

The issuance of ~~$2,000,000,~~these shares was exempt from the registration requirements of the Securities Act pursuant to an exemption provided by Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

Key Components of Our Results of Operations

Operating Expenses

Our operating expenses include financial statement preparation services, tax compliance, various consulting and ~~LSVI was issued a replacement warrant~~director fees, legal services, auditing fees, and stock-based compensation. These expenses have increased in connection with the Company’s product development and the Company’s management expects these expenses to continue to increase as the Company continues to develop its potential product candidates.

Results of Operations

The following table sets forth information comparing the components of net loss for the ~~remaining 1,166,666 shares under~~years ended December 31, 2020 and the ~~Original Warrant on~~comparable period in 2019:

	Year Ended December 31,
	2020			2019

Expenses
General and Administrative		5,443,234			2,296,534
Research and Development		174,083			-
Operating expenses	$	5,617,317		$	2,296,534

Loss from operations		(5,617,317	)		(2,296,534	)

Other expense
Extinguishment of note payable		-			32,316
Interest Expense		445,250			81,823
Inducement Expense		802,109			-
Total other expense		1,247,359			114,139

Net Loss	$	(6,864,676	)	$	(2,410,673	)

Other comprehensive loss
Foreign exchange loss		(169,655	)		(6,667	)

Comprehensive loss	$	(7,034,331	)	$	(2,417,340	)

Net loss per share - basic and diluted	$	(1.19	)	$	(0.46	)

Weighted average shares outstanding, basic and diluted		5,753,598			5,287,145

Operating Expenses

Our operating expenses increased to $5,617,317, for the ~~same terms~~year ended December 31, 2020 from $2,296,534 for the year ended December 31, 2019, with an increase of $3,320,783, or 145%. This change was primarily driven by an increase in stock-based compensation of $1,440,583, an increase in legal and professional fees of $1,147,381, and an increase in research and development costs of $174,083.

Interest Expense

Our interest expense for the year ended December 31, 2020 was $445,250 compared to $81,823 for the year ended December 31, 2019. This increase was primarily driven by promissory notes that were entered into by the Company during 2020, with an aggregate principal amount of $2,143,925, which it did not have during 2019.

Inducement Expense

Our inducement expense was $802,109 for the year December 31, 2020 as compared to $0 for the ~~Original Warrant.~~

~~On March 7, 2017, we completed~~year ended December 31, 2019. The expense is related to inducement incurred related to the ~~sale~~conversion of warrants, resulting in a charge of $802,109.

Foreign Exchange

Our foreign exchange loss was $169,655 for the year December 31, 2020 as compared to $6,667 for the year ended December 31, 2019, for an increase in $162,988. The increase in foreign exchange loss is primarily due to the U.S. Dollar weakening against the Canadian Dollar and ~~issuance~~the conversion of the ~~2017 Notes~~Canadian Dollars into United States Dollars for ~~aggregate proceeds to us~~payment of ~~$1,250,000~~United States Dollar denominated expenses.

Liquidity and Capital Resources

The Company has incurred continuing losses from ~~four accredited investors, including one~~its operations. As of ~~the Company's directors, Dhruwa N. Rai. The 2017 Notes were issued pursuant to Securities Purchase Agreements~~ ~~between~~December 31, 2020, the Company has had an accumulated deficit of $11,759,557 and ~~each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on~~ working capital of $1,597,920. Since inception, the ~~first, second and third anniversaries of~~Company’s operations have been funded principally through the issuance of debt and equity.

February 2019 Note

On February 7, 2019, Jay Pharma received $60,000 in exchange for a promissory note to David Stefansky with an aggregate face value of $66,000, including an original issue discount of $6,000 (the “February 2019 Note”). The February 2019 Note bore no stated interest rate. On July 21, 2020, Jay Pharma converted the ~~2017~~February 2019 Note into common shares.

March 2019 Note

On February 1, 2019, Jay Pharma entered into a consulting agreement with David Stefansky. In connection with the consulting agreement, on March 5, 2019, Jay Pharma issued a note payable to its executive director for $150,000 (the “March 2019 Note”). The note bore no interest. On July 21, 2020, Jay Pharma converted the March 2019 Note into common shares.

April 2019 Note

During April 2019, Jay Pharma received $300,000 in exchange for convertible notes in an aggregate principal amount of $300,000 (the “April 2019 Convertible Notes”) and warrants to purchase 250,000 common shares of Jay Pharma. The April 2019 Convertible Notes ~~beginning~~bore interest at a rate of 6% per annum. On December 30, 2020, the April 2019 Notes were converted into common shares.

July 2019 Note

On July 8, 2019, Jay Pharma entered into a note agreement (the “July 2019 Note”) to a limited liability company (the “Lender”). The Note’s face value was $157,714 and the original issue discount was $19,714 for total gross proceeds of $138,000, implying an interest rate of 12.5% per annum. Jay Pharma could, without premium or penalty, at any time and from time to time, prepay all or any portion of the Note. The maturity date of the Note was September 8, 2019. On September 20, 2019, Jay Pharma entered into an amendment to the July 2019 Note (the “Amendment”). The Amendment extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) November 7, 2019. On November 21, 2019, Jay Pharma entered into an amendment for the July 2019 Note that extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) December 9, 2019. In consideration for this amendment, Jay Pharma agreed to pay an aggregate extension fee of $33,926, which was added to the principal balance of the note. On December 9, 2019, Jay Pharma entered into an additional amendment for the July 2019 Note that extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) January 7, 2020. Jay Pharma also agreed to pay the previously outstanding extension fees of $33,926 on or before March 1, 2020.

On January 8, 2020, Jay Pharma entered into an amendment to the July 2019 Note (the “January 8 Amendment”). The January 8 Amendment extended the maturity date for the July 2019 Note until the (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) April 1, 2020. In consideration for the January 8 Amendment, Jay Pharma granted 55,000 shares of the Company’s common stock to the Lender. On May 6, 2020, Jay Pharma entered into an amendment (the “May 2020 Amendment”) whereby both parties agreed to extend the maturity date of the July 2019 Note to September 30, 2020. On January 12, 2020, Jay Pharma repaid $157,714 of the July 2019 Note. On December 31, 2020 the Company paid the remaining unpaid balance of the July 2019 Note.

December 2019 Note

On December 12, 2019, Jay Pharma received $40,000 in ~~March 2018. From and after~~exchange for a promissory note with a lender, including an original issue discount of $4,000 (the “December 2019 Note”). The December 2019 Note bore interest at a rate of ten percent (10%) on its face value per annum. In the case of an event of default, the interest rate would increase to 24% per year. The December 2019 Note matured on January 31, 2020. The promissory note with the lender and Jay Pharma was converted into 170,333 shares of common stock on December 30, 2020.

February 2020 Note

On February 24, 2020, Jay Pharma received $50,000 in exchange for ~~so long as~~a promissory note with a lender (the “February 2020 Note”). The February 2020 Note bore interest at a rate of 10% on its face value per annum. In the case of an event of default, ~~is continuing,~~ the ~~2017 Notes will bear default~~ interest ~~at the~~ rate would increase to 24% per year. The note matured on July 31, 2020. The February 2020 Note was convertible into common shares of ~~10% per annum. The 2017 Notes can be prepaid by us~~Jay Pharma at any time ~~without penalty.~~

~~- 31 -~~

~~The 2017 Notes are convertible into shares of our common stock~~ at a conversion price of ~~(i)~~$0.38 per share. On December 30, 2020, the February 2020 Note was converted into 190,004 shares of the Company’s common stock.

Alpha Note

Simultaneously with the execution of the Original Amalgamation Agreement, Jay Pharma issued the Original Note, dated January 10, 2020, to Alpha, pursuant to which, on January 10, 2020, Jay Pharma received a $1,500,000 loan from Alpha. The Original Note was amended to reflect an additional investment of $500,000, resulting in a total principal amount of $2,000,000. The Original Note was further amended on August 12, 2020, to account for the termination of the Original Amalgamation Agreement and the change in the ~~event~~structure of the transaction from an amalgamation to a stock-for-stock exchange offer. Upon the closing of the Offer, the Note was converted into the right to receive 2,473,848 common shares of Jay Pharma and warrants to purchase 2,333,970 common shares of Jay Pharma at an exercise price of $1.03 per share immediately prior to the Offer. In connection with the Offer, such common shares and warrants of Jay Pharma acquired by Alpha upon conversion of the Note were converted into the right to receive (i) 547,278 shares of Series B Preferred Stock that are convertible into up to 547,278 shares of Common Stock, after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 516,333 shares of Common Stock at an exercise price of $4.64 per share, after giving effect to the Reverse Stock Split.

Alpha Investment

Alpha also acquired 3,500,954 common shares of Jay Pharma and warrants to purchase 3,500,954 common shares of Jay Pharma at an exercise price of $1.03 per share, immediately prior to the Offer, in connection with the $3 million private placement completed prior to the completion of the Offer. In connection with the Offer, such common shares and warrants of Jay Pharma acquired by Alpha in the Alpha Investment were converted into, as applicable, the right to receive (i) 774,499 shares of Series B Preferred Stock that are convertible into up to 774,499 shares of Common Stock, after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 774,499 shares of Common Stock at an exercise price of $4.64 per share, after giving effect to the Reverse Stock Split.

Alpha December Investment

On December 4, 2020, Jay Pharma and Alpha executed a securities purchase agreement whereby Alpha purchased an additional 1,000,000 common shares of Jay Pharma and warrants to purchase 500,000 common shares of Jay Pharma at an exercise price of $0.30 per share for an aggregate purchase price of $300,000 (the “Alpha December Investment”). In connection with the Offer, such shares were exchanged for 221,225 shares of Common Stock, and such warrants were exchanged for warrants to purchase 110,613 shares of Common Stock at $1.36 per share.

Series B Warrants

Additionally, at the effective time of the Offer, the Company issued five-year warrants (the “Series B Warrants”) to purchase 1,791,923 shares of Common Stock at an exercise price of $0.01 to Alpha, after giving effect to the Reverse Stock Split. The number of shares of Common Stock issuable upon the exercise of the Series B Warrants is equal to the product of (i) 8,100,000 and (ii) the Exchange Ratio of 0.8849, post-Reverse Stock Split.

Registered Direct Offerings

On January 14, 2021, the Company completed a registered direct offering of 2,221,458 shares of Common Stock at approximately $4.50 per share for gross proceeds of approximately $10,000,000. On February 11, 2021, the Company completed a registered direct offering of 3,007,026 shares of Common Stock for gross proceeds of approximately $12.8 million. As of March 30, 2021, the Company had cash on hand of approximately $22.9 million.

We believe that, as a result of these transactions, we currently have sufficient cash and financing commitments to meet our funding requirements over the next year. Notwithstanding, we expects that we will need to raise additional financing to accomplish our development plan over the next several years. We may seek to obtain additional funding through debt or equity financing in the future. There are no assurances that we will be able to raise capital on terms acceptable to us or at all, or that cash flows generated from our operations will be sufficient to meet our current operating costs. Our ability to obtain additional capital may depend on prevailing economic conditions and financial, business and other factors beyond our control. The COVID-19 pandemic has caused an unstable economic environment globally. Disruptions in the global financial markets may adversely impact the availability and cost of credit, as well as our ability to raise money in the capital markets. Current economic conditions have been and continue to be volatile. Continued instability in these market conditions may limit our ability to access the capital necessary to fund and grow our business. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our financial condition and operating results.

Cash Flows

Since inception, we have primarily used our available cash to fund our product development expenditures.

Cash Flows for the Years Ended December 31, 2020 and 2019

The following table sets forth a summary of cash flows for the periods presented:

	Year Ended December 31,
	2020			2019
Net cash used in operating activities	$	(3,888,785	)	$	(647,860	)
Net cash used in investing activities		(44,143	)		-
Net cash provided by financing activities		5,531,270			560,000
Effect of foreign exchange rate on cash		(63,596	)		17,903
Net increase (decrease) in cash	$	1,534,746		$	(69,957	)

Operating Activities

Net cash used in operating activities was $3,888,785 during the year ended December 31, 2020, which consisted primarily of a net loss of $6,864,676, offset by amortization of note discount of $288,631, stock-based compensation of $1,977,155, induced conversion of warrants of $802,109, amortization of intangible assets of $120,872, increases in prepaid expenses and other current assets for $636,497, and increases in accounts payable and accrued liabilities of $267,002.

Net cash used in operating activities was $647,860 during the year ended December 31, 2019, which consisted primarily of a net loss of $2,410,673, offset by amortization of note discount of $68,453, increases in stock-based compensation of $624,052, increases in prepaid expenses and other current assets of $104,340, and increases in accounts payable and accrued liabilities of $919,968.

Investing Activities

Net cash used in investing activities was $44,143 during the year ended December 31, 2020, which consisted of the acquisition of intellectual property from Tikkun Pharma.

The Company did not have any investing activities during the year ended December 31, 2019.

Financing Activities

Net cash provided by financing activities was $5,531,270 during the year ended December 31, 2020, which consisted primarily of $50,000 in proceeds from convertible notes payable, $1,812,410 in proceeds from note payable, proceeds from the offering and reverse merger of $3,372,500, September 2020 private placement of $227,500, December 2020 private placement of $260,500 and a decrease of $191,640 in repayment of note payable.

Net cash provided by financing activities was $560,000 during the year ended December 31, 2019, which consisted of $300,000 in proceeds from convertible notes payable, $238,000 in proceeds from notes payable and $22,000 in advances from a related party.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets, or any obligation arising out of a material variable interest in an unconsolidated entity. The Company does not have any subsidiaries to include or otherwise consolidate into the financial statements. Additionally, the Company does not have interests in, nor relationships with, any special purpose entities.

Critical Accounting Policies and Significant Judgments and Estimates

The Company’s accounting policies are fundamental to understanding its management’s discussion and analysis. The Company’s significant accounting policies are presented in Note 3 to its financial statements for the year ended December 31, 2020, which are included elsewhere in this annual report. The Company’s financial statements have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding consolidated financial information. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the report amount of assets and liabilities at the date of the financial statements and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving common stock and the valuation of stock-based compensation. Actual results could differ from estimates.

Recent Accounting Standards

Management does not believe that any ~~registration statement~~recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying financial statements, other than those disclosed below.

On February 25, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2019. On January 1, 2020, the Company adopted this ASU, which will did not have a material impact on the Company’s financial position and results of operations.

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic, 842, Leases”, which clarifies how to apply certain aspects of the new leases standard, ASC 842. The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments, among other things.

In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements”, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard, ASC 842. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. As of December 31, 2020, the Company did not have greater than $250,000 at any US or Canadian financial institutions.

Foreign Currency Risk

From inception through December 31, 2020, the reporting currency of the Company is the United States dollar while the functional currency of the Company is the Canadian dollar. As a result, the Company is subject to exposure from changes in the exchange rates of the Canadian dollar and the U.S. dollar.

The Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations in the future.

Recent Developments

Change in Certifying Accountant

On January 5, 2021, our Audit Committee of the board of directors approved the dismissal of Ram Associates, CPA (“Ram”) as our independent registered public accounting firm, effective December 31, 2020, and engaged Marcum LLP (“Marcum”) as our independent registered public accounting firm for the year ending December 31, 2020. Prior to the completion of the Offer, Marcum served as the independent registered public accounting firm of Jay Pharma, and we believe the change in auditors will be more efficient for reporting purposes.

January 2021 Registered Direct Offering

On January 12, 2021, we entered into a Securities Purchase Agreement (the “January 2021 Purchase Agreement”) with Alpha, The Hewlett Fund LP, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”), Iroquois Master Fund Ltd., Iroquois Capital Investment Group LLC and Hudson Bay Master Fund Ltd (collectively, the “Subsequent Investors”), pursuant to which the Company issued and sold in a registered direct offering (the “January 2021 Direct Offering”) an aggregate of ~~common stock filed~~2,221,334 shares of our Common Stock at an offering price of $4.5018 per share, for gross proceeds of approximately $10,000,000 before the deduction of fees and offering expenses. Under the January 2021 Purchase Agreement, the Subsequent Investors could choose to purchase pre-funded warrants (the “Pre-funded Warrants”) in lieu of shares of Common Stock. The offering closed on January 14, 2021.

The Pre-funded Warrants have an exercise price of $0.01 per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time after their original issuance until such Pre-funded Warrants are exercised in full. A holder of a Pre-funded Warrant may not exercise any portion of such holder’s Pre-funded Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise (the “Beneficial Ownership Limitation”), except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the Beneficial Ownership Limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.

The shares, the Pre-funded Warrants, and the shares of Common Stock issuable upon the exercise of the Pre-funded Warrants (the “Pre-funded Warrant Shares”) were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-233260), previously filed with the SEC ~~in connection with an uplisting to a national stock exchange is~~on August 14, 2019, and declared effective by the SEC on ~~or prior~~November 19, 2019.

Pursuant to ~~December 31, 2017, such~~the January 2021 Purchase Agreement, in a concurrent private placement (the “January 2021 Private Placement”) that also closed on January 14, 2021, the Company issued to the Subsequent Investors, unregistered warrants to purchase up to 1,666,018 shares of Common Stock (the “January 2021 Warrants”). The January 2021 Warrants are exercisable immediately upon issuance and terminate five years following issuance and are exercisable at an exercise price of $4.9519 per share, ~~that is equal~~subject to ~~68%~~adjustment as set forth therein. A holder of January 2021 Warrants will not have the right to exercise any portion of its January 2021 Warrants if the holder, together with its affiliates, would beneficially own in excess of the Beneficial Ownership Limitation; provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.

The January 2021 Warrants and the shares of our Common Stock issuable upon the exercise of the January 2021 Warrants (the “January 2021 Warrant Shares”) were not registered under the Securities Act, were not offered pursuant to the shelf registration statement, and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder as a transaction by the issuer not involving a public offering.

To induce the Subsequent Investors into the January 2021 Purchase Agreement, the Company also entered into a registration rights agreement, dated January 12, 2021 (the “January Registration Rights Agreement”), with the Subsequent Investors, pursuant to which, among other things, the Company agreed to prepare and file with the Securities and Exchange Commission this Registration Statement to register for resale of all of the January 2021 Warrant Shares.

Letter Agreement with Alpha

On January 12, 2021 we entered into a letter agreement (the “Letter Agreement”) with Alpha. Under the Letter Agreement, (i) we agreed to register 1,791,923 of the Series B Warrant Shares issuable upon the exercise of Series B Warrants, (ii) the Series B Warrant Shares will not be subject to an existing lock-up agreement between us and Alpha, and Alpha will no longer be subject to any limitations on its ability to dispose of the Series B Warrant Shares that are imposed by us to the extent permitted by applicable rules and regulations, (iii) Alpha agreed to limit its sales of Common Stock on each trading day to no more than 10% of the daily reported trading volume of Common Stock on the Nasdaq Stock Market for such trading day, provided, such limitation shall terminate if the closing price of our shares of Common Stock on the Nasdaq Stock Market exceeds $5.29 per share for five consecutive trading days and (iv) we will be free to waive the terms and conditions of ~~common stock offered~~any lock-up agreement between us and ~~sold pursuant~~any of the former shareholders of Jay Pharma Inc. without the consent of, or notice to, ~~such~~Alpha once this registration statement ~~or (ii) if no such registration statement~~registering the Series B Warrant Shares is declared effective by the SEC.

Stockholder Demand Letter

On January 21, 2021, we received a stockholder litigation demand letter from the law firm of Purcell Julie & Lefkowitz LLP, on behalf of James Self, a purported stockholder of our Company. The letter demands that we (i) deem ineffective the December ~~31, 2017, such~~30, 2020 amendment to our Amended and Restated Certificate of Incorporation in which we effected a one-for-four reverse stock split of our common stock due to the manner in which non-votes by brokers were tabulated, (ii) seek appropriate relief for damages allegedly suffered by the company and its stockholders or seek a valid stockholder approval of the amendment and reverse stock split, and (iii) adopt adequate internal controls to prevent a recurrence of the alleged misconduct. We dispute that the amendment was ineffective or that there were any inadequate internal controls related to the same. However, to eliminate any questions about the amendment, we intend to seek to ratify the amendment at a special stockholders’ meeting pursuant to Section 204 of the Delaware General Corporation Law. This special stockholders’ meeting is scheduled to occur on May 14, 2021.

February 2021 Registered Direct Offering

On February 8, 2021, we entered into a Securities Purchase Agreement (the “February 2021 Purchase Agreement”) with the Subsequent Investors, pursuant to which the Company issued and sold in a registered direct offering (the “February 2021 Direct Offering”) an aggregate of 3,007,026 shares of our Common Stock at an offering price of $4.27 per share, ~~that is equal~~for gross proceeds of approximately $12,800,000 before the deduction of fees and offering expenses. The offering closed on February 11, 2021.

The shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-233260), previously filed with the SEC on August 14, 2019, and declared effective by the SEC on November 19, 2019.

Pursuant to the ~~weighted average closing~~February 2021 Purchase Agreement, in a concurrent private placement (the “February 2021 Private Placement”) that also closed on February 11, 2021, the Company issued to the Subsequent Investors, unregistered warrants to purchase up to 1,503,513 shares of Common Stock (the “February 2021 Warrants”). The February 2021 Warrants are exercisable immediately upon issuance and terminate five years following issuance and are exercisable at an exercise price of $4.90 per share, ~~of the Company's common stock for the 20 trading days immediately preceding December 31, 2017,~~ subject to adjustment ~~under certain circumstances. The 2017 Notes rank junior~~as set forth therein. A holder of February 2021 Warrants will not have the right to our secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors' approval, restrictions on dividends and other restricted payments and reclassificationexercise any portion of its ~~stock.~~

~~Operating Activities~~

Our largest source of operating cash flows is cash collections from our customers for different information technology services we render under various statements of work. Our primary uses of cash from operating activities are for personnel-related expenditures, leased facilities and taxes.

~~Future Sources of Liquidity~~

We expect our primary source of cash to be positive net cash flows provided by operating activities. We also continue to focus on cost reductions and have initiated steps to reduce overheads and provide cash savings.

Based on past performance and current expectations, we expect our existing cash, cash equivalents and short-term investments, and our ongoing cash flows that are not deemed permanently reinvested, to be sufficient to meet our operating liquidity requirements described above for at leastFebruary 2021 Warrants if the ~~12 months following the date of this report.~~

~~We may raise additional capital through the sale of equity or debt securities or borrowings from financial institutions or third parties or a combination~~holder, together with its affiliates, would beneficially own in excess of the ~~foregoing. Capital raised will be used~~Beneficial Ownership Limitation; provided, however, that upon 61 days’ prior notice to ~~implement~~the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.

The February 2021 Warrants and the shares of our ~~business plan, grow current operations, make acquisitions or start new vertical businesses among some~~Common Stock issuable upon the exercise of the ~~possible uses.~~

~~Off-Balance Sheet Arrangements~~

~~We do~~February 2021 Warrants (the “February 2021 Warrant Shares”) were not ~~have any off-balance sheet arrangements.~~

~~Seasonality~~

~~Our operations are generally~~registered under the Securities Act, were not ~~affected by seasonal fluctuations. However, our consultants' billable hours are affected by national holidays~~offered pursuant to the shelf registration statement, and ~~vacation policies, which vary by country.~~

~~Climate Change~~

~~We do not believe there is anything unique~~were offered pursuant to ~~our business which would result~~the exemption provided in ~~climate change regulations having a disproportional effect on us as compared to U.S. industry overall.~~

~~Impact of Inflation~~

~~We do not believe that inflation had a significant impact on our results of operations for~~Section 4(a)(2) under the ~~periods presented. On an ongoing basis, we attempt to minimize any effects of inflation on our operating results by controlling operating costs~~Securities Act and ~~whenever possible, seeking to ensure that billing rates reflect increases in costs due to inflation.~~

For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each period end. Statements of Operations accounts are translated at the exchange rate prevailing as of the date of the transaction. The gains or losses resulting from such translation are reported under accumulated other comprehensive income (loss)Rule 506(b) promulgated thereunder as a ~~separate component of equity. Realized gains and losses from foreign currency transactions are included in other income, net for~~transaction by the ~~periods presented.~~

~~- 32 -~~

~~Critical Accounting Policies~~

issuer not involving a public offering.

To induce the Subsequent Investors into the February 2021 Purchase ~~Price Allocation.~~ ~~We allocate~~Agreement, the purchase price of our acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Some of the items, including accounts receivable, property and equipment, other intangible assets, certain accrued liabilities and other reserves requireCompany also entered into a degree of management judgment. Certain estimates may change as additional information becomes available. Goodwill is assigned at the enterprise level and is deductible for tax purposes for certain types of acquisitions. Management finalizes the purchase price allocation within the defined measurement period of the acquisition date as certain initial accounting estimates are resolved.

~~Valuation of Contingent Earn-out Consideration.~~ Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of operations. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results.

~~Revenue Recognition.~~ ~~We recognize revenue in accordance~~registration rights agreement, dated February 8, 2021 (the “February Registration Rights Agreement”), with the ~~Accounting Standard Codification 605 "Revenue Recognition." Revenue is recognized when~~Subsequent Investors, pursuant to which, among other things, the Company agreed to prepare and file with the Securities and Exchange Commission this Registration Statement to register for resale of all of the ~~following criteria are met: (1) persuasive evidence~~February 2021 Warrant Shares.

Palladium Warrants

In connection with its role as financial advisor to the Company in the January 2021 Direct Offering, the January 2021 Private Placement, the February 2021 Direct Offering and the February 2021 Private Placement, the Company issued Palladium 155,493 warrants with an exercise price of $4.9519 and 210,492 warrants with an ~~arrangement exists,~~ exercise price of $4.90 (the “Palladium Warrants”) on February 11, 2021. The Palladium Warrants and the shares of our Common Stock issuable upon the exercise of the Palladium Warrants (the “Palladium Warrant Shares”) were not registered under the Securities Act and were offered pursuant to the exemption provided in Section 4(a)(2) ~~delivery has occurred or services have been rendered, (3)~~under the ~~seller's price to buyer is fixed~~Securities Act and ~~determinable, and (4) collectability is reasonably assured. We recognize revenue from information technology services~~Rule 506(b) promulgated thereunder as ~~the services are provided. Service revenues are recognized based on contracted hourly rates, as services are rendered or upon completion of specified contracted services and acceptance~~a transaction by the ~~customer.~~

~~Accounts Receivable.~~issuer not involving a public offering.

Resale Registration Statement

On February 16, 2021, we filed a resale registration statement on Form S-3 (File No. 333-253196) (the “Resale Registration Statement”) registering 5,497,878 shares of our common stock, consisting of the Series B Warrant Shares, the January 2021 Warrant Shares, the February 2021 Warrant Shares, the Palladium Warrant Shares, 156,318 shares issued to former directors and officers of Ameri and 14,121 shares issued to a former consultant of the Company. We extend credit to clients based upon management's assessment of their credit-worthiness on an unsecured basis. We provide an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. We include any balances that are determinedexpect the Resale Registration Statement to be ~~uncollectible in allowance for doubtful accounts. The allowance for uncollectible accounts as of December 31, 2016 was $0 and~~declared effective shortly following the ~~allowance as of December 31, 2015 was $409,749. Based on the information available, management believes our accounts receivable, net of allowance for doubtful accounts, are collectible.~~

~~Property and Equipment.~~ Property and equipment is stated at cost. We provide for depreciation of property and equipment using the straight-line method over the estimated useful lives of the related assets ranging from 3 to 7 years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease terms or the useful lives of the improvements. We charge repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred.

We account for computer software costs developed for internal use in accordance with accounting principles generally accepted in the Unites States, which require companies to capitalize certain qualifying costs during the application development stage of the related software development project and to exclude the initial planning phase that determines performance requirements, most data conversion, general and administrative costs related to payroll and training costs incurred. Whenever a software program is considered operational, we consider the project to be completed, place it into service and commence amortization of the development cost in the succeeding month.

~~Recent Accounting Pronouncements~~

On November 17, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 including interim periods within those fiscal years, but earlier adoption is permitted. We do not believe the adoptionfiling of this ~~new standard will have a material impact~~Annual Report on ~~our consolidated financial statements.~~

Form 10-K.

~~- 33 -~~

~~In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which clarifies~~Item 7A. Quantitative and provides a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this update should be applied prospectively on or after the effective date. This update is effective for annual periods beginning after December 15, 2017 and interim periods within those periods. Early adoption is permitted for acquisition or deconsolidation transactions occurring before the issuance date or effective date and only when the transactions have not been reported in issued or made available for issuance financial statements. We do not believe the adoption of this new standard will have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. We do not believe the adoption of this new standard will have a material impact on our consolidated financial statements.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Qualitative Disclosure About Market Risk

~~As a "smaller reporting company," we are not required to provide the information required by this Item.~~

Not applicable.

~~ITEM~~

Item 8. ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

Financial Statements and Supplementary Data

The ~~response to~~information required by this Item 8 is ~~submitted as a separate section~~included at the end of this ~~report~~Annual Report on Form 10-K beginning on page F-1.

~~ITEM~~

Item 9. ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

~~- 34 -~~

~~ITEM~~

Item 9A. ~~CONTROLS AND PROCEDURES~~

~~Management's Report on~~Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures ~~that are~~ designed to ensure that the information we are required to ~~be disclosed~~disclose in ~~our~~ reports ~~filed~~that we file or submit under the ~~Securities~~ Exchange Act ~~of 1934~~ , ~~as amended,~~ is recorded, processed, summarized and reported within the time periods specified inunder the ~~SEC's~~ rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow ~~for~~ timely decisions regarding required ~~disclosure. In designing~~disclosures. As required by paragraph (b) of Rules 13a-15 and ~~evaluating~~15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020. Based on this evaluation, our ~~management recognizes~~Chief Executive Officer and Chief Financial Officer concluded that ~~any~~our disclosure controls and procedures ~~no matter how well designed~~(as defined in paragraph (e) of Rules 13a-15 and ~~operated, can provide only reasonable assurance of achieving~~15d-15 under the ~~desired control objectives, and~~Exchange Act) were not effective as December 31, 2020 due to a material weakness in our ~~management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations,~~ internal control over financial reporting as described below.

Limitations on Internal Control over Financial Reporting

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. ~~Projections~~Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~As required by Rule 13a-15 under the Securities Exchange Act of 1934, as~~ However, these inherent limitations are known features of the end of the period covered by this annual report, being December 31, 2016, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, including our Company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our company's Chief Executive Officer and Chief Financial Officer concluded that our company's disclosure controls and procedures are not yet effective as of the end of the period covered by this report as noted below in management's report on internal control over financial reporting. This is largely due to the fact that we are acquiring privately held companies as part of our growth strategy and our control procedures over all acquired subsidiaries will not be effective until such time as we are able to fully integrate the acquisition with our company and set processes and procedures for the acquired entities. We are working to improve and harmonize our financial reporting ~~controls and procedures across all of our companies. There have been no changes in our internal controls over financial reporting that occurred during~~process. Therefore, it is possible to design into the ~~period covered by~~process safeguards to reduce, though not eliminate, this ~~report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.~~

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

~~Management's~~risk.

Management’s Annual Report on Internal Control ~~Over~~over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) ~~of the Securities Exchange Act of 1934. Our management has assessed the effectiveness of our internal~~and 15d-15(f). Internal control over financial reporting asis a process used to provide reasonable assurance regarding the reliability of ~~December 31, 2016, based on criteria established~~our financial reporting and the preparation of our financial statements for external purposes in ~~Internal Control—Integrated Framework issued by~~accordance with generally accepted accounting principles in the ~~Committee of Sponsoring Organizations of the Treadway Commission. Our internal~~United States. Internal control over financial reporting includes ~~maintaining~~policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect ~~our~~the transactions and dispositions of our assets; ~~providing~~provide reasonable assurance that transactions are recorded as necessary ~~for~~to permit preparation of our financial statements in accordance with generally accepted accounting ~~principles; providing reasonable assurance~~principles in the United States, and that our receipts and expenditures are being made only in accordance with ~~authorizations~~the authorization of ~~management~~our board of directors and ~~our directors;~~management; and ~~providing~~provide reasonable assurance ~~that~~regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting officer), we performed an assessment of the Company’s significant processes and key controls. Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2020 due to the material weakness described below.

A material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No. 5 as a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements ~~would~~will not be prevented or detected on a timely basis. ~~As a result of this assessment, our management concluded~~We determined that ~~as of December 31, 2016,~~ our internal control over financial reporting ~~was not yet effective in providing reasonable assurance regarding~~had the ~~reliability~~following material weaknesses:

●

Due to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review and authorization of all transactions including non-routine transactions.

The Company is evaluating these weaknesses to determine the appropriate remedy. Because disclosure controls and procedures include those components of internal control over financial reporting ~~and the~~that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements ~~for external purposes~~ in accordance with generally accepted accounting ~~principles. This is largely due to the fact~~principles, management also determined that we are acquiring privately held companies as part of our growth strategy and our control procedures over all acquired subsidiaries will not be effective until such time as we are able to fully integrate the acquisition with our company and set processes and procedures for the acquired entities. We are working to improve and harmonize our financial reportingits disclosure controls and procedures ~~across all~~were not effective as a result of ~~our companies.~~

~~- 35 -~~

~~This annual report does not include an attestation report of our independent auditors regarding~~the foregoing material weaknesses in its internal control over financial reporting. Management's report was not subject to attestation by our independent auditors pursuant to temporary rules of the SEC that permit our company to provide only management's report in this annual report.

~~Inherent Limitations on Effectiveness of Controls~~

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

~~None.~~

During the quarter ended December 31, 2020, the Company was in the process of remediating its material weaknesses and designing an effective internal control environment.

~~ITEM~~

Item 9B. ~~OTHER INFORMATION~~

Other Information

None.

~~None.~~

PART III

~~ITEM~~

Item 10. ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~

Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding the members of our board of directors (the “Board”) and our executive officers.

Name		Age		Position(s)		Term of Office
Executive Officers and Directors

~~The names and ages of our executive officers and directors, and their positions with us, are as follows:~~

~~Name~~David Johnson	~~Age~~	~~Position~~
~~Jeffrey E. Eberwein~~64	46	Chairman, ~~of the Board~~
~~Srinidhi "Dev" Devanur~~	51	~~Executive Vice Chairman of the Board and Director~~
~~Giri Devanur~~	47	~~President,~~ Chief Executive Officer and Director		Since December 2020
~~Carlos Fernandez~~John Van Buiten	52	~~Interim~~ 34		Chief Financial Officer ~~and Executive Vice President - Strategic Initiatives~~		Since December 2020
~~Dimitrios J. Angelis~~Avani Kanubaddi	47	48		Chief Operations Officer		Since December 2020
Robert Wilkins		66		Chief Medical Officer		Since December 2020
Non-Employee Directors
George Kegler		64		Director and Chair of the Audit Committee		Since December 2020
Sol Mayer		57		Director and Chair of the Nominating and Corporate Governance Committee		Since December 2020
Dr. ~~Arthur M. Langer~~Marcus Schabacker	63	~~Director~~
~~Robert G. Pearse~~	57		Director and Chair of the Compensation Committee		Since December 2020
~~Dhruwa N. Rai~~Dr. Douglas Lind	47	61		Director
~~Venkatraman Balakrishnan~~	52	~~Director~~
~~Srirangan "Ringo" Rajagopal~~	48	~~Executive Vice President - Client Relations~~Since March 2021

~~- 36 -~~

~~The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors~~Executive Officers and ~~executive officers are~~Directors

David Johnson has served as ~~follows:~~

~~Jeffrey E. Eberwein~~ ~~became~~ our Chairman and Chief Executive Officer of ~~the Board in May 2015.~~Enveric since December 30, 2020. Mr. ~~Eberwein is a Lone Star Value designee~~Johnson also has served on the Board. He has 25 years of Wall Street experience and is CEO of Lone Star Value Management, LLC ("LSVM"), a U.S. registered investment company. Prior to founding LSVM in January 2013, Mr. Eberwein was a Portfolio Manager at Soros Fund Management from January 2009 to December 2011 and Viking Global Investors from March 2005 to September 2008. Mr. Eberwein serves as Chairman of the board of ~~three other public companies: Digirad Corporation (NASDAQ: DRAD), a medical imaging Company; ATRM Holdings,~~directors and as the Chief Executive Officer of Aquamed Technologies, Inc. ~~(OTC: ATRM), a modular building company; and Hudson Global Inc. (NASDAQ: HSON), a global recruitment company. In addition,~~since April 2019. Mr. ~~Eberwein serves as a director of Novation Companies, Inc. (OTC: NOVC), a specialty finance company. Mr. Eberwein~~Johnson formerly served on the ~~boards of: Crossroads Systems, Inc. (NASDAQ: CDRS), a data storage company, from April 2013 to May 2016; The Goldfield Corporation (NYSE:GV), a company in~~board of directors and as the ~~electrical construction industry, from May 2012 until May 2013; On Track Innovations Ltd. (NASDAQ: OTIV), a smart card company, from December 2012 until December 2014;~~President and NTS, Inc. (previously listed NYSE: NTS), a broadband services and telecommunications company, from December 2012 until its sale to a private equity firm in June 2014. Previously, Mr. Eberwein also served on the Board of Hope for New York, a charitable organization dedicated to serving the poor in New York City, from 2011 until 2014, where he was the Treasurer and on its Executive Committee. Mr. Eberwein earned an M.B.A. from The Wharton School, University of Pennsylvania, and a B.B.A. degree with High Honors from The University of Texas at Austin. The Board believes that Mr. Eberwein's qualifications to serve on the Board include his expertise in finance and experience in the investment community.

~~Srinidhi "Dev" Devanur~~ became our Executive Vice Chairman and a member of our Board in May 2015. Srinidhi "Dev" Devanur is the founder of Ameri and Partners on the representative on the Board. He is a seasoned technology entrepreneur who has more than 20 years of experience in the IT services industry with a specialization in sales and resource management. He has built businesses from ground up and has successfully executed acquisitions, mergers and corporate investments. He has managed the sales function by working closely with various Fortune 500 customers in the United States and India to sell software solutions, support and staff augmentation related services. Srinidhi "Dev" Devanur co-founded Ivega Corporation in 1997, an international niche IT consulting company with special focus on financial services which merged with TCG in 2004, creating a 1,000+ person focused differentiator in the IT consulting space. Following this, he founded SaintLife Bio-pharma Pvt. Ltd., which was acquired by a Nasdaq listed company. Srinidhi "Dev" Devanur has a bachelor's degree in electrical engineering from the University of Bangalore, India and has also attended a Certificate program in Strategic Sales Management at the University of Chicago Booth School of Business. The Board believes that Mr. Devanur's qualifications to serve on the Board include his background in the IT services industry and his experience in business development.

~~Giri Devanurbecame our President,~~ Chief Executive Officer of Alliqua BioMedical, Inc. from November 2012 until April 2019. Mr. Johnson was formerly President of the ConvaTec Division of Bristol-Myers Squibb, Inc. until 2008 when he orchestrated a sale of the division from its pharmaceutical parent to Avista Capital Partners and Nordic Capital in a ~~member~~deal valued at $4.1 billion. Concurrently, he acquired and integrated the assets of ~~our Board in May 2015. Giri Devanur is a representative of Ameri~~Copenhagen-based Unomedical to expand ConvaTec Inc.’s manufacturing and Partners on the Board. He is a seasoned chief executive officer who has raised seed capital, venture capital and private equity from global institutions. He has successfully executed acquisitions, mergers and corporate investments. He has more than 25 years of experience in the information technology industry. Previously, he founded WinHire Inc in 2010, an innovative company building software productsinfrastructure into Europe. From 2008 through technology and human capital management experts and combining them with professional services. He co-founded Ivega Corporation in 1997, an international niche IT consulting company with special focus on financial services which merged with TCG in 2004, creating a 1,000+ person focused differentiator in the IT consulting space. Giri Devanur has a Master's degree in Technology Management from Columbia University and a bachelor's degree in computer engineering from the University of Mysore, India. He has attended Executive Education programs at the Massachusetts Institute of Technology and Harvard Law School. The Board believes that2012, Mr. ~~Devanur's qualifications to serve on the Board include his substantial experience in the information technology industry and his prior experience as a chief executive officer.~~

~~Carlos Fernandez~~ became our Executive Vice President for Strategic Initiatives and Secretary in May 2015 and our interim Chief Financial Officer in December 2016. Previously, Mr. Fernandez served as Executive Vice President for Strategic Initiatives at Ameri and Partners since November 2014, after he joined the Ameri and Partners team as a consultant in December 2013. Mr. Fernandez has more than 25 years of experience in the publishing and financial industry. Prior to joining Ameri and Partners, Mr. Fernandez held multiple positions at Thomson Reuters from 2006 to December 2014, most notably delivering a $100 million SAP consolidation initiative. Mr. Fernandez earned a master's degree in technology management from Columbia University and an engineering degree from The City College of New York.

~~- 37 -~~

~~Dimitrios J. Angelis~~ became a member of our Board in May 2015. Mr. Angelis currently works with the Life Sciences Law Group, providing outside General Counsel advice to pharmaceutical, medical device and biologics companies. He is also a director of Digirad Inc. (NASDAQ: DRAD) a leader in the field of nuclear gamma cameras for use in cardiology, women's health, pediatric and other imaging and neuropathy diagnostics applications. Previously, he hasJohnson served as the Chief Executive Officer of ~~OTI America~~ConvaTec Inc. Prior to his tenure with ConvaTec Inc., Mr. Johnson held several senior positions in the ~~U.S.-based subsidiary of publicly-held On Track Innovations Ltd.~~U.S., ~~a pioneer of cashless payment technology, since December 2013. His role was to oversee~~Europe and monetize the extensive patent portfolio of over 100 U.S. and international patents. Mr. Angelis has served as a director of On Track Innovations since December 2012, and served as its Chairman of the Board from April 2013 until February 2015. From October 2012 until December 2013, Mr. Angelis served as the General Counsel of Wockhardt PharmaceuticalsCanada with Zimmer Inc., ~~an international biologics~~Fisher Scientific, and pharmaceutical company. From October 2008 to October 2012, Mr. Angelis was a senior counsel at Dr. Reddy's Laboratories, Ltd., a publicly-traded pharmaceutical company, and during 2008 he was the Chief Legal Officer and Corporate Secretary of Osteotech, Inc., a publicly-traded medical device company, with responsibility for managing the patent portfolio of approximately 42 patents. Prior to that, Mr. Angelis worked in the pharmaceutical industry in various corporate, strategic and legal roles. In addition, he worked for McKinsey & Company, Merrill Lynch and the Japanese government more than five years ago.Baxter Corporation. He began his legal career as a transactional associate with the New York office of the law firm Mayer Brown. Mr. Angelis holds a B.A. degree in Philosophy and English from Boston College, an M.A. in Behavioral Science and Negotiation from California State University and a J.D. from New York University School of Law. The Board believes that Mr. Angelis' substantial experience as an accomplished attorney, negotiator and general counsel to public and private companies in the healthcare field will enable him to bring a wealth of strategic, legal and business acumen to the Board, well qualifying him to serve as a director.

~~Dr. Arthur M. Langer~~ became a member of our Board in May 2015. Dr. Langer is the Director of the Center for Technology Management, Vice Chair of Faculty and Academic Director of the Executive Master of Science in Technology Management Program at the School of Professional Studies at Columbia University. Dr. Langer serves on the faculty of the Department of Organization and Leadership at the Graduate School of Education (Teachers College). He is also an elected member of the Columbia University Faculty Senate. Dr. Langer joined the faculty at Columbia University in 1984. Dr. Langer is the author of Strategic IT: Best Practices for Managers and Executives (2013), with Lyle Yorks), Guide to Software Development: Designing & Managing the Life Cycle (2012), Information Technology and Organizational Learning (2011), Analysis and Design of Information Systems (2007), Applied Ecommerce (2002), and The Art of Analysis (1997), and has numerous published articles and papers relating to service learning for underserved populations, IT organizational integration, mentoring and staff development. Dr. Langer consults with corporations and universities on information technology, staff development, management transformation and curriculum development around the globe. Dr. Langer is also the Chairman and Founder of Workforce Opportunity Services, a non-profit social venture that provides scholarships and careers to underserved populations around the world. Prior to joining the faculty at Columbia University, Dr. Langer was Executive Director of Computer Support Services at Coopers & Lybrand, General Manager and Partner of Software Plus, and President of Macco Software more than five years ago. Dr. Langer holds a B.A. in Computer Science, an M.B.A. in Accounting/Finance, and a Doctorate of Education from Columbia University. The Board believes Dr. Langer's qualifications to serve on the Board include his expertise in technology management and his vast experience within the information technology industry.

~~Robert G. Pearse~~ ~~became a member of our Board in May 2015. Mr. Pearse is a Lone Star Value designee on the Board. Mr.~~ ~~Pearse has~~served as a Managing Partner at Yucatan Rock Ventures, where he specializes in technology investments and consulting, since August 2012. Mr. Pearse has served as Chairman of the Board of Directors of Crossroads Systems, Inc. (NASDAQ:CRDS) since May 2016, also serving as the Chairman of its Compensation Committee and as a member of ~~its Audit Committee~~ConvaTec Inc.’s board of directors and ~~Nomination and Governance Committee since July 2013.~~the board of the Advanced Medical Technology Association (AdvaMed), where he chaired the Global Wound Sector Team for four years. Mr. Pearse serves as a director for Novation Companies, Inc. (OTC:NOVC), also serving as the Chairman of its Compensation Committee and as a member of its Audit Committee since January 2015. Previously, Mr. Pearse served as a director for Aviat Networks, Inc. (NASDAQ:AVNW), including as a member of its Compensation Committee and its Nominating and Governance Committee, from January 2015 to November 2016. From 2005 to 2012, Mr. Pearse served as vice president of Strategy and Market Development at NetApp, Inc. (NASDAQ:NTAP), a computer storage and data management company. From 1987 to 2004, Mr. Pearse held leadership positions at Hewlett-Packard Inc. (NYSE:HPQ), most recently as the vice president of Strategy and Corporate Development from 2001 to 2004. Mr. Pearse's professional experience also includes positions at PricewaterhouseCoopers LLP, Eastman Chemical Company (NYSE:EMN) and General Motors Company (NYSE:GM). Mr. Pearse earnedJohnson received an ~~M.B.A. degree~~Undergraduate Business Degree in Marketing from the ~~Stanford Graduate~~Northern Alberta Institute of Technology in Edmonton, Alberta, Canada, completed the INSEAD Advanced Management Program in Fontainbleau, France, and is a fellow from the Wharton School of Business and a B.S. degree in Mechanical Engineering from the Georgia Institute of Technology. The Board believes Mr. Pearse's qualifications to serve on the Board include his extensive business development and financial expertise and his extensive background in the technology sector.

~~- 38 -~~

~~Dhruwa N. Rai~~ became a member of our Board in May 2016. Mr. Rai served as the Global Vice President of Industrial Coatings at Axalta Coatings Systems Ltd. (NASDAQ:AXTA) ("Axalta" and formerly DuPont Performance Coatings), one of the largest coating companies in the world, from December 2014 to August 2015. Mr. Rai joined Axalta in February 2013 as the Vice President of Business Processes and Chief Information Officer, where he led its business process and IT transformation, including its separation from E. I. du Pont de Nemours and Company (d/b/a DuPont (NYSE:DD)). From March 2012 to January 2013, Mr. Rai served as the Chief Information Officer of The Williams Companies, Inc. (NYSE:WMB), an energy infrastructure company. From June 2009 to December 2011, Mr. Rai served as the Chief Information Officer and Vice President of Momentive Performance Materials Inc. (formerly GE Advanced Materials), a manufacturer of specialty materials for diverse industrial applications, where he led its divestiture from General Electric Co. (NYSE:GE) ("General Electric"). Mr. Rai also served as a director of FCS Software Solutions Ltd., an IT service provider, from April 2008 to September 2010. Mr. Rai's prior professional experience also includes leadership positions with GE Security, a former division of General Electric that was acquired by United Technologies Corporation (NYSE:UTX); Delphi Automotive PLC (NYSE:DLPH), a leading global supplier of technologies for the automotive and commercial vehicle market; and Ernst & Young LLP. Mr. Rai holds a Bachelor of Engineering degree in Production Engineering from G.B. Pant University (India) and an M.B.A. from the University of ~~Connecticut. The Company believes that~~Pennsylvania. Mr. ~~Rai's~~Johnson’s extensive experience in the pharmaceutical and biotechnology fields, as well as his executive leadership experience, ~~with global public companies and his expertise in the IT and technology sectors qualify his to~~make him an asset that will serve ~~on the Board.~~

~~Venkatraman Balakrishnan~~ ~~became~~as a member of our Board in June 2016. He is the Founder and Chairman of Exfinity Venture Partners, a venture capital fund focused on investing in emerging technologies, which was founded in 2013. Mr. Balakrishnan served onbridge between the board of directors ~~of Infosys Limited, an IT services~~ and ~~consulting company, from June 2011 to December 2013. He also~~our executive officers.

John Van Buiten has served as ~~the head~~our Chief Financial Officer of ~~the BPO, Finacle~~Enveric since December 30, 2020. Mr. Van Buiten had served as Chief Financial Officer of Jay Pharma since December 17, 2018 and ~~India business unit~~resigned on January 8, 2020. Mr. Van Buiten is an experienced finance executive with extensive background in public company accounting and financial reporting. He currently serves as a manager at ~~Infosys Limited,~~Financial Consulting Strategies, LLC (“FCS”), preparing annual and quarterly SEC filings for clients in a wide range of industries and sizes. Mr. Van Buiten has been employed by FCS since April 2010, and in addition to his position at Enveric, he served as the Chief Financial Officer of ~~Infosys Limited from May 2006 to October 2012. Mr. Balakrishnan~~Tikkun under contract with FCS. He is a Certified Public Accountant.

Avani Kanubaddi has served as ~~Chairman~~our Chief Operating Officer since December 30, 2020. Mr. Kanubaddi is an entrepreneur and business leader who has a passion for health and healing. From September 2019 through December 2020, Mr. Kanubaddi was the President & Chief Operating Officer of NEXGEL, Inc. (“NEXGEL”), an FDA registered, ISO certified advanced hydrogel manufacturer serving the OTC, cosmetic and medical device markets around the world. At NEXGEL, Mr. Kanubaddi led the rebranding, repositioning and overall strategy for the company to accelerate growth and drive innovation. This included rebranding the company as NEXGEL, branding the company’s unique hydrogels, developing a robust white label catalog, architecting an innovation engine to fill the pipeline with new concepts and guiding the company’s first-ever branded product launches. In addition to NEXGEL, since August 2018, Mr. Kanubaddi has also served as the Senior Partner at IQ/EQ Brand Strategy, where he assists companies in developing “go to market” strategies, branding and naming exercises and new product innovation for consumer, medical device and prescription companies. Prior to his consulting career, from February 2007 to September 2019, Mr. Kanubaddi was the Founder and Chief Executive Officer of Welmedix Healthcare, where he developed innovative skin and wound care solutions to improve health and healing with an eye towards whole person wellness. During his tenure, he led the company to develop three unique brands with patented solutions, gaining distribution in over 20,000 retail outlets, including Walmart, Walgreens, CVS and others. After building some of the fastest growing brands in their respective categories, Welmedix sold its leading brands to a private-equity backed healthcare company. Before his entrepreneurial venture, Mr. Kanubaddi began his 25+ year career in the healthcare industry at two leading companies – Wyeth (now Pfizer) and Bristol Myers Squibb’s ConvaTec Division. While working with market leading brands like Centrum, Advil and Chapstick; medical devices and hospital businesses including Aloe Vesta, DuoDerm and Sur-Fit Natura, Mr. Kanubaddi held positions of increasing responsibility across the functional areas of brand management, sales, new product development and new ventures.

Mr. Kanubaddi holds an MBA from Columbia Business School and BS in Marketing from Miami University. Mr. Kanubaddi also served on the Board of ~~Tejas Networks Limited (formerly Tejas Networks India Limited)~~Directors for the Consumer Healthcare Products Association (CHPA), the leading industry trade group for consumer healthcare in the United States.

Dr. Robert Wilkins has served as our Chief Medical Officer since December 30, 2020. Since November 2017, Dr. Wilkins has provided consulting services in areas such as market assessment, business plan development and implementation and clinical and regulatory planning and support to healthcare and life sciences companies ranging from start-ups to Fortune 500 companies through QPS Consulting, LLC, which he founded in November 2017. Dr. Wilkins formerly served as Vice President of Strategy at Battelle Memorial Institute from February 2012 to November 2017, in which capacity he was responsible for management of subsidiaries, spin-outs and venture-class investments. As Vice President of Strategy, Dr. Wilkins oversaw the sale of Bluefin Robotics to General Dynamics and managed the divestiture of several other Battelle Ventures portfolio companies. During his time at Battelle, Dr. Wilkins also served as a member of Battelle’s Growth Council, the Battelle Ventures Advisory Board, the Board of Directors of Hepregen Corporation and the Board of Managers of Armada Power LLC, and he was responsible for creating and leading Battelle’s Corporate Strategy team. From May 2006 until its merger with MID Inc. in May 2011, Dr. Wilkins served as President and Chief Executive Officer of Endovalve Inc., where he managed the product development process and significantly expanded the company’s intellectual property portfolio. Prior to his tenure with Endovalve Inc., Dr. Wilkins served in senior positions with GlucoLight Corporation, Datascope Corp., Physiometrix Inc., Baxter Healthcare, Abbott Laboratories, Vifor Pharma and TIL Medical Ltd. Dr. Wilkins received an ~~Indian computer networking~~MBChB from the University of Manchester and ~~telecommunications products company,~~received an FRCA in Anesthesiology from the Royal College of Anaesthetists. Dr. Wilkins’ extensive experience in both product development and asbusiness strategy in the ~~Chairman of Micrograam, a peer-to-peer lending platform that empowers rural entrepreneurs with access~~pharmaceutical and biotechnology fields will be invaluable to ~~loans from socially minded investors, Mr. Balakrishnan~~ the Company’s development.

Non-Employee Directors

George Kegler has served as a ~~trustee~~non-employee director of ~~Akshaya Patra Foundation,~~the Company since December 30, 2020. Mr. Kegler was employed by Mallinckrodt Pharmaceuticals from January 2013 to June 2019, serving as the Executive Vice President and Chief Financial Officer, Interim from December 2018 to May 2019, where he had responsibility for the global finance function and was a ~~non-governmental organization~~member of the executive committee, Vice President Finance from November 2016 to November 2018, President Specialty Generics (Interim) and Vice President Finance from July 2016 to October 2016, and Vice President, Finance from January 2013 to June 2016. He has served in various consulting roles since June 2019, which ended in March 2020. Mr. Kegler has 40 years of experience in financial planning and analysis, corporate finance, controllership and business development. Previously Mr. Kegler served as the vice president of commercial finance for various businesses within Mallinckrodt and was also interim president of the company’s specialty generics business. Prior to joining Mallinckrodt, he was the chief financial officer for Convatec a private equity-owned company that ~~provides mid-day meals to millions~~was purchased from Bristol-Myers Squibb. He worked in various finance roles within Bristol-Myers Squibb including commercial, International, technical operations, research & development as well as the assistant controller of ~~children across India.~~internal controls. Mr. ~~Balakrishnan received~~Kegler holds a ~~Bachelor of Science~~bachelor’s degree in accounting from the University of ~~Madras~~Missouri, an MBA from Saint Louis University and ~~is an Associate Member~~completed the Certified Public Accountant exam in Missouri.

Sol Mayer has served as a non-employee director of the ~~Institute~~Company since December 30, 2020. Mr. Mayer has served as a member of ~~Chartered Accountants~~the board of ~~India,~~directors of DropCar, Inc (NASDAQ: DCAR) from 2018 through May of 2020. He has served as President and Chief Executive Officer of Mooney Aviation Company, a private company that manufactures four-place, single-engine and piston-powered aircraft, since 1999. He was a member of the ~~Institute~~board of ~~Company Secretaries~~directors of ~~India and~~Microbot Medical, Inc (NASDAQ: MBOT) from 2014-2017. Prior to that time, he held the ~~Institute~~position of ~~Cost and Works Accountants~~Chief Executive Officer of, ~~India. The Company believes that~~Overseas Trading, a department store wholesaler. Mr. ~~Balakrishnan's significant experience~~Mayer currently serves as a director of Laniado Hospital, a voluntary, not-for-profit hospital in ~~leadership positions with technology services and consulting companies,~~Netanya, Israel, as well as ~~his expertise~~a director of several private companies. He previously served as a consultant to and director of each of Innovative Food Holdings, a provider of sourcing, preparation and delivery of specialty/fresh food for both professional chefs and consumers, and BlastGard International Inc., which manufactures and markets proprietary blast mitigation materials, in each case, from 2002 until 2016.

Dr. Marcus Schabacker has served as a non-employee director of the Company since December 30, 2020. Since January 2018, Dr. Schabacker has served as president and chief executive officer of the ECRI Institute, a nonprofit organization with 500 employees and an operating budget of $70 million focusing on advancing evidenced-based, effective healthcare globally. Prior to joining ECRI, Dr. Schabacker worked at Baxter Healthcare Corporation, serving as corporate ~~finance domain, qualifies him~~vice president and chief scientific officer from July 2015 to ~~serve on~~May 2017, chairman of the ~~Board.~~

~~Srirangan "Ringo" Rajagopalbecame our Executive~~executive quality council from March 2014 to May 2017, Chief Scientific Officer, Medical Products from July 2014 to July 2015, and Vice President, ~~- Client Relations~~R&D, Medical Products from March 2011 to July 2014. During his clinical years, and his time as an industry thought leader, Dr. Schabacker was focused on patient safety and enhancing patient care. For over a decade Dr. Schabacker has served on numerous boards of small and midsize companies and organizations, providing management with guidance and expertise to strategically accelerate growth and to build successful and sustainable high performing management teams.

Dr. Schabacker is a board-certified anesthesiologist and intensive care specialist with more than 35 years of healthcare experience in ~~May 2015. Previously, Mr. Rajagopal~~complex global environments, and more than 20 years of senior leadership responsibilities serving the medical device and pharmaceutical industries across the healthcare value chain.

After his medical and academic training at the Medical University of Lubeck, Germany, Dr. Schabacker served as senior medical officer and head of the intensive care and anesthesia department at the Mafikeng General Hospital, North-West Province, South Africa. His work there was part of a humanitarian aid program to support the African National Congress government under Nelson Mandela in the restructuring and buildup of a ~~similar position~~rural healthcare system in post-apartheid South Africa. Upon his return from Africa, Dr. Schabacker joined the medical device industry and held roles of increasing responsibility in medical affairs, preclinical and clinical development, regulatory affairs, quality, research and development, and patient safety. His experience includes designing, transforming, and leading organizations of up to 4,000 employees across five continents to provide safe and effective products to patients and healthcare providers worldwide.

Dr. Schabacker achieved his board certification in anesthesia and intensive care, as well as a doctorate in medicine, from the Medical University, Lubeck, Germany. He also received certifications in emergency medicine and disaster medicine. He is an affiliate assistant professor at ~~Ameri~~The Stritch School of Medicine at Loyola University Chicago.

Dr. Douglas Lind has served as a non-employee director of the Company since March 17, 2021. Dr. Lind is a co-founder and ~~Partners since April 2012. Mr. Rajagopal~~Managing Partner at Biomark Capital, a Greenwich, CT-based healthcare venture firm. There, his investment focus has included cellular therapy, medical imaging, peripheral vascular disease, and oncology. Dr. Lind has more than ~~two decades~~30 years of experience in ~~managing operations, sales and human capital management in large and entrepreneurial start-ups. Prior~~a variety of life science related professions, ranging from former practicing physician to ~~joining Ameri and Partners, Mr. Rajagopal was Senior Vice President – Business Consulting~~senior Wall Street equity research analyst at ~~Pride Global,~~Morgan Stanley. Dr. Lind is a ~~private equity holding company, from February 2008 to April 2012, and was Managing Partner, Co-Founder and Head of Human Capital Management at WinHire Inc~~, from April 2012 to May 2014, and briefly consulted for other firms from May 2014 to October 2014 before returning to the Ameri and Partners team. Mr. Rajagopal has also held positions at TCGlvega, Accenture (NYSE: ACN), Infosys Technologies (INFY) and ABC Consultants more than five years ago.

All directors hold office until the expiration of their respective term, in 2016, 2017 or 2018, at each year's annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by the Board and serve at the discretiongraduate of the ~~Board.~~

~~Our previous Chief Financial Officer, Edward O'Donnell, departed from our company on December 2, 2016 to pursue new opportunities. At that time, Carlos Fernandez, our Executive Vice President~~University of ~~Strategic Initiatives,~~Iowa College of Medicine. He was ~~appointed~~a practicing physician in Brookline, Massachusetts. He served as ~~our interim Chief Financial Officer while we conduct~~an attending physician at St. Elizabeth’s Hospital in Boston, a ~~search for a permanent Chief Financial Officer.~~

~~- 39 -~~

~~Codes~~major teaching affiliate of ~~Ethics~~

~~We have adopted a Code~~Tufts University School of Ethics for our Chief Executive Officer and Senior Financial Officers and a Code of Ethics and Business Conduct that applies to all officers, directors and employees, which are available for free on our website at http://ameri100.com/page/investors. If we make any substantive amendments to these documents or grant any waivers from one of their provisions to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will promptly disclose the nature of the amendment or waiver on our website.

~~Corporate Governance~~

~~We have established an audit committee, compensation committee and nominations and corporate governance committee.~~

~~Audit Committee~~. The audit committee is chaired by Venkatraman Balakrishnan, with Robert G. Pearse and Dimitrios J. Angelis as members. The audit committee's duties are to recommend to the Board of Directors the engagement of independent auditors to audit our financial statements and to review our accounting policies and financial statements. The audit committee is responsible to review the scope and fees for the annual audit and the results of audit examinations performed by our independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times to be composed exclusively of directors who are,Medicine, where he completed his residency training in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

~~Compensation Committee.~~ The compensation committee is chaired by Robert G. Pearse, with Jeffery E. Eberwein and Dr. Arthur M. Langer as members. The compensation committee is tasked with reviewing and approving our compensation policies, including compensation of executive officers. The compensation committee would also review and administer our equity incentive compensation plans and recommend and approve grants of stock options or other awards under that plan.

~~Nominations and Corporate Governance Committee~~. The nomination and corporate governance committee is chaired by Dimitrios J. Angelis, with Jeffery E. Eberwein and Venkatraman Balakrishnan as members. The purpose of the nominating committee is to select, or recommend for our entire Board's selection, the individuals to stand for election as directors at the annual meeting of stockholders and to oversee the selection and composition of committees of our Board. The nominating committee's duties also include considering the adequacy of our corporate governance and overseeing and approving management continuity planning processes.

~~Indebtedness of Directors and Executive Officers~~

~~None of our directors or executive officers or their respective associates or affiliates is currently indebted to us.~~

~~- 40 -~~

~~Involvement in Certain Legal Proceedings~~

~~To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons or nominees has been:~~

Internal Medicine.

●

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;52

●

~~convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~

●

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

●

~~found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading SEC to have violated a federal or state securities or commodities law.~~

~~Compliance with Section 16(a) of the Exchange Act~~

Section 16(a) of the Exchange Act requires our executive officers, directors and holders of more than 10% of our equity securities to file reports of ownership and changes in ownership of our securities (Forms 3, 4 and 5) with the SEC. To the best of our knowledge, based solely on a review of the Section 16(a) reports and written statements from executive officers and directors, for the year ended December 31, 2016, all required reports of executive officers, directors and holders of more than 10% of our equity securities were filed on time.

Family Relationships

Giri Devanur, our President, Chief Executive Officer and a member of our Board, and Srinidhi "Dev" Devanur, our Executive Vice Chairman and a member of our Board, are brothers. Ram Ramanan and Saravanan Swaminathan of Ameri Georgia are brothers and Rajesh Sundar and Anand Sundar who hold executive management positions in the Company are brothers. Other than these individuals, there

There are no family relationships among our directors and executive officers.

~~Legal Proceedings~~

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the ~~date of this current report, there is no material proceeding to which any of~~Exchange Act requires our directors, executive officers ~~affiliates~~and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of copies of such reports furnished to us and written representations that no other reports were required, each of our directors, officers and ten percent stockholders complied with all Section 16(a) filing requirements applicable to them during the year ended December 31 2020.

Corporate Governance

Enveric, with the oversight of the board of directors and its committees, operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance.

Code of Corporate Conduct and Ethics and Whistleblower Policy

We have adopted a Code of Corporate Conduct and Ethics and Whistleblower Policy that applies to our directors, officers, employees and certain persons performing services for us. The Code of Corporate Conduct and Ethics and Whistleblower Policy addresses, among other things, competition and fair dealing, conflicts of interest, protection and proper use of Company assets, government relations, compliance with laws, rules and regulations and the process for reporting violations of the Code of Corporate Conduct and Ethics and Whistleblower Policy, employee misconduct, improper conflicts of interest or ~~stockholders~~other violations. Our Code of Corporate Conduct and Ethics and Whistleblower Policy is available on our website at www.enveric.com in the “Corporate Governance” section found under the “Investors” tab. We intend to disclose any amendments to, or waivers from, our Code of Corporate Conduct and Ethics and Whistleblower Policy at the same website address provided above.

Board Composition

Our Amended and Restated Certificate of Incorporation and Bylaws provide that our board will consist of such number of directors as determined from time to time by resolution adopted by our Board. The size of our board is currently fixed at five (5) directors. Subject to any rights applicable to any then-outstanding shares of preferred stock, any vacancies or newly created directorships resulting from an ~~adverse party~~increase in the authorized number of directors may be filled by a majority of the directors then in office. Stockholders vote to ~~us.~~elect directors with a term then expiring each year at our annual meeting.

We have no formal policy regarding board diversity. Our board believes that each director should have a basic understanding of the principal operational and financial objectives and plans and strategies of the Company, our results of operations and financial condition and relative standing in relation to our competitors. We take into consideration the overall composition and diversity of the board and areas of expertise that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships. Generally, we will strive to assemble a board that brings to us a variety of perspectives and skills derived from business and professional experience as we may deem are in our and our stockholders’ best interests. In doing so, we will also consider candidates with appropriate non-business backgrounds.

Director Independence

We are currently listed on the NASDAQ Stock Market and therefore rely on the definition of independence set forth in the NASDAQ Listing Rules (“NASDAQ Rules”). Under the NASDAQ Rules, a director will only qualify as an “independent director” if, in the opinion of our board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based upon information requested from and provided by each director concerning his background, employment, and affiliations, including family relationships, we have determined that Mr. Kegler, Mr. Mayer, Dr. Schabacker and Dr. Lind have no material relationships with us that would interfere with the exercise of independent judgment and are “independent directors” as that term is defined in the NASDAQ Listing Rules.

Board Committees, Meetings and Attendance

From the date of the completion of the Offer until December 31, 2020, the Board held zero meetings (but acted by written consent on one occasion). We expect our directors to attend board meetings, meetings of any committees and subcommittees on which they serve and each annual meeting of stockholders.

The board delegates various responsibilities and authority to different board committees. Committees regularly report on their activities and actions to the full board. Currently, the board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Committee assignments are re-evaluated annually. Each of these standing committees operates under a charter that has been approved by our Board. The current charter of each of these committees is available on our website at www.enveric.com in the “Corporate Governance” section under “Investors.”

The following table sets forth the membership of each of the Board committees listed above.

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
David Johnson
George Kegler	Chairman	X	X
Sol Mayer		X	Chairman
Dr. Marcus Schabacker	X	Chairman	X
Dr. Douglas Lind	X

Audit Committee

Our Audit Committee is responsible for, among other matters:

	●	approving and retaining the independent auditors to conduct the annual audit of our financial statements;

	●	reviewing the proposed scope and results of the audit;

	●	reviewing and pre-approving audit and non-audit fees and services;

	●	reviewing accounting and financial controls with the independent auditors and our financial and accounting staff;

	●	reviewing and approving transactions between us and our directors, officers and affiliates;

	●	recognizing and preventing prohibited non-audit services;

	●	establishing procedures for complaints received by us regarding accounting matters;

	●	overseeing internal audit functions, if any; and

	●	preparing the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement.

As of March 30, 2021, the members of our Audit Committee were George Kegler (chairman), Dr. Douglas Lind, and Dr. Marcus Schabacker. Our Board has determined that Mr. Kegler, Dr. Lind and Dr. Schabacker are independent in accordance with NASDAQ Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has also reviewed the education, experience and other qualifications of each member of the Audit Committee. Based upon that review, our Board has determined that Mr. Kegler qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. The Audit Committee did not meet from the date of the completion of the Offer until December 31, 2020.

~~- 41 -~~

Compensation Committee

Our Compensation Committee is responsible for, among other matters:

	●	reviewing and recommending the compensation arrangements for management, including the compensation for our president and chief executive officer;

	●	establishing and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

	●	administering our stock incentive plans; and

	●	preparing the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement.

As of March 30, 2021, the members of our Compensation Committee were Dr. Marcus Schabacker (chairman), Sol Mayer and George Kegler. Our Board has determined that Dr. Schabacker, Mr. Mayer and Mr. Kegler are independent in accordance with NASDAQ Rules. The Compensation Committee has the authority to delegate to subcommittees of the Compensation Committee any of the responsibilities of the full committee. The Compensation Committee did not meet from the date of the completion of the Offer until December 31, 2020.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for, among other matters:

	●	evaluating the current composition, organization and governance of the board and its committees, and making recommendations for changes thereto;

	●	reviewing each director and nominee annually;

	●	determining desired board member skills and attributes and conducting searches for prospective members accordingly;

	●	evaluating nominees, and making recommendations to the Board concerning the appointment of directors to board committees, the selection of board committee chairs, proposal of the slate of directors for election to the board, and the termination of membership of individual directors in accordance with the board’s governance principles;

	●	overseeing the process of succession planning for the chief executive officer and, as warranted, other senior officers of the Company;

	●	developing, adopting and overseeing the implementation of a code of business conduct and ethics; and

	●	administering the annual board performance evaluation process.

As of March 30, 2021, the members of our Compensation Committee were Sol Mayer (chairman), Dr. Marcus Schabacker and George Kegler. The Nominating and Corporate Governance Committee did not meet from the date of the completion of the Offer until December 31, 2020.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table ~~provides information regarding~~sets forth total compensation paid to the ~~compensation earned during~~named executive officers for the years ended December 31, ~~2016~~2020 and ~~December 31, 2015~~2019.

Name and Principal Position	Year	Salary ($)		Bonus ($)		All Other Compensation ($)		Total ($)
David Johnson⁽¹⁾	2020		—		100,000		—		100,000
Chairman and Chief Executive Officer	2019		—		—		—		—

John Van Buiten⁽²⁾	2020		—		—		—		—
Chief Financial Officer	2019		—		—		102,000		102,000

Avani Kanubaddi⁽³⁾	2020		—		60,000		—		60,000
Chief Operating Officer	2019		—		—		—		—

Brent Kelton⁽⁴⁾	2020		250,000		—		—		250,000
Former Chief Executive Officer	2019		250,000		—		—		250,000

Barry Kostiner⁽⁵⁾	2020		200,000		—		—		200,000
Former Chief Financial Officer	2019		200,000		—		—		200,000

Srinidhi (Dev) Devanur	2020		250,000		—		—		250,000
Former Executive Chairman	2019		250,000		—		—		250,000

(1)

Mr. Johnson was appointed as Chairman and Chief Executive Officer on December 30, 2020.

	(2)	Mr. Van Buiten was appointed as Chief Financial Officer of Jay Pharma on December 17, 2018 and resigned on January 8, 2020. Mr. Van Buiten was appointed as Chief Financial Officer of the Company on December 30, 2020. Mr. Van Buiten’s compensation is earned through his employment at Financial Consulting Strategies LLC.
	(3)	Mr. Kanubaddi was appointed as Chief Operating Officer on December 30, 2020.
	(4)	Resigned from such position on December 30, 2020.
	(5)	Resigned from such position and began to serve as a consultant on December 30, 2020.

Narrative Disclosure to Summary Compensation Table

Prior to the completion of the Offer, and in connection with the execution of that certain Amalgamation Agreement, dated January 10, 2020, by ~~our~~and among the Company (f/k/a Ameri), Jay Pharma, Jay Pharma Merger Sub, Inc., 1236567 B.C. Unlimited Liability Company and Barry Kostiner, as the Ameri representative, which predates the Tender Agreement, Jay Pharma entered into an employment agreement with Mr. Johnson, whereby Mr. Johnson would serve as the Chief Executive Officer and ~~our two other most highly compensated executive officers ("Named Executive Officers"~~Chairman of the Company upon the completion of the Offer (the “Johnson Employment Agreement”).

~~Name & Principal Position~~	~~Transition Period or Fiscal Year Ended~~	~~Salary~~ ~~($)~~	~~Bonus~~ ~~($)~~	~~Stock Awards~~ ~~($)~~	~~Option Awards~~ ~~($)~~	~~Non-Equity Incentive Plan Compensation~~ ~~($)~~	~~Non-Qualified Deferred Compensation Earnings~~ ~~($)~~	~~All Other Compensation~~ ~~($)~~	~~Total~~ ~~($)~~
~~Giri Devanur~~⁽¹⁾ ~~President and Chief Executive Officer~~	~~12/31/2016~~ ~~12/31/2015~~	~~175,000~~ ~~147,500~~	~~57,500~~ ~~45,000~~	- -	- -	- -	- -	- -	~~232,500 192,500~~
~~Srirangan Rajagopal~~⁽²⁾ ~~Executive Vice President – Client Relations~~	~~12/31/2016~~ ~~12/31/2015~~	~~147,700~~ ~~143,000~~	- ~~9,000~~	- -	- -	- -	- -	- -	~~147,700 152,000~~
~~Carlos Fernandez~~⁽³⁾ ~~Executive Vice President – Strategic Initiatives~~	~~12/31/2016~~ ~~12/31/2015~~	~~141,600~~ ~~141,600~~	- -	- -	- -	- -	- -	- -	~~141,600 141,600~~

~~(1)~~

Giri Devanur was appointed to his position with our company on May 26, 2015 and served as Chief Executive Officer of Ameri and Partners. As of December 31, 2016, a bonus of $57,500 had accrued but not yet been paid to our President and Chief Executive Officer, Giri Devanur.

~~(2)~~

~~Srirangan Rajagopal was appointed to his position with our company on May 26, 2015 and served as Executive Vice President – Client Relations of Ameri and Partners.~~

~~(3)~~

Carlos Fernandez was appointed to as our Executive Vice President – Strategic Initiatives and Secretary on May 26, 2015 and as our interim Chief Financial Officer on December 2, 2016. He also served as Executive Vice President – Strategic Initiatives of Ameri and Partners.

~~- 42 -~~

~~Outstanding Equity Awards at Fiscal Year-End~~

As In addition, prior to the completion of ~~December 31, 2016, we had not granted any equity incentive awards~~the Offer, and to ~~any~~be contingent and effective upon the completion of ~~our Named Executive Officers pursuant to our equity incentive plan.~~

~~Employment Agreements~~

Wethe Offer, the Company entered into executive employment agreements with ~~Giri Devanur~~Mr. Kanubaddi (the “Kanubaddi Employment Agreement”, and ~~Srinidhi "Dev" Devanur~~together with the Johnson Employment Agreement, the “Executive Employment Agreements”). In addition, pursuant to the Tender Agreement, on December 29, 2020, the Company entered into a consulting agreement with Barry Kostiner (the “Kostiner Consulting Agreement”), to be effective upon the completion of the Offer.

Johnson Employment Agreement

Pursuant to the Johnson Employment Agreement, dated January 10, 2020, Mr. Johnson serves in the position of Chief Executive Officer and Chairman of the Company following the completion of the Offer. Mr. Johnson is entitled to a base salary of $250,000 and an annual bonus in the amount of $100,000 (provided, however, that if Mr. Johnson’s position is changed such that he no longer serves as Chief Executive Officer and only serves as Chairman of the Company, he will only be entitled to a base salary of $100,000 beginning with the first day of the month following such change). Mr. Johnson is also eligible to receive annual performance bonuses based on satisfaction of performance criteria/financial results, as determined by the board of directors of the Company in its sole discretion. Within 30 days after the completion of the Offer, Mr. Johnson will be granted an award of restricted stock units that represent, in the aggregate, 5% of the Company’s issued and outstanding common stock determined on a fully diluted basis as of the date of grant. Mr. Johnson will also be eligible to receive additional equity awards, as determined by the Company in its sole discretion.

Under the terms of the Johnson Employment Agreement, Mr. Johnson’s employment may be terminated by either the Company or Mr. Johnson at any time and for any reason with 30 days’ advance written notice. Upon termination of Mr. Johnson’s employment, Mr. Johnson will receive (i) his fully earned but unpaid base salary through the date of termination, (ii) any accrued and unpaid time off or similar pay to which Mr. Johnson is entitled as a matter of law or Company policy, (iii) any amounts due to Mr. Johnson under the terms of the benefit plans, and (iv) any unreimbursed expenses properly incurred prior to the date of termination (the “Johnson Accrued Obligations”).

If the Company terminates Mr. Johnson’s employment for cause (as defined below) or Mr. Johnson resigns without good reason (as defined below), the Company, at its sole discretion, may shorten the notice period and determine the date of termination without any obligation to pay any additional compensation other than the Johnson Accrued Obligations and without triggering a termination of Mr. Johnson’s employment without cause. If the Company terminates Mr. Johnson’s employment without cause or Mr. Johnson resigns for good reason at any time, Mr. Johnson is entitled to the following severance payments and benefits: (i) his full annual base salary less applicable deductions and withholdings; plus (ii) any earned but unpaid annual bonus and performance bonus, if any, for the year of the termination.

The Johnson Employment Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements for Mr. Johnson.

Kanubaddi Employment Agreement

Pursuant to the Kanubaddi Employment Agreement, dated December 2, 2020, Mr. Kanubaddi serves in the position of Chief Operating Officer of the Company following the completion of the Offer. Mr. Kanubaddi is entitled to a base salary of $295,000 and a closing bonus in the amount of $60,000. Mr. Kanubaddi is also eligible to receive annual performance bonuses of up to 50% of his base salary based on satisfaction of performance criteria/financial results, as determined by the board of directors of the Company in its sole discretion. Within 30 days after the completion of the Offer, Mr. Kanubaddi will be granted an award of restricted stock units that represent, in the aggregate, 3% of the Company’s issued and outstanding common stock determined on a fully diluted basis as of the date of grant. Mr. Kanubaddi will also be eligible to receive additional equity awards, as determined by the Company in its sole discretion.

Under the terms of the Kanubaddi Employment Agreement, Mr. Kanubaddi’s employment may be terminated by either the Company or Mr. Kanubaddi at any time and for any reason with 30 days’ advance written notice. Upon termination of Mr. Kanubaddi’s employment, Mr. Kanubaddi will receive (i) his fully earned but unpaid base salary through the date of termination, (ii) any accrued and unpaid time off or similar pay to which Mr. Kanubaddi is entitled as a matter of law or Company policy, (iii) any amounts due to Mr. Kanubaddi under the terms of the benefit plans, and (iv) any unreimbursed expenses properly incurred prior to the date of termination (the “Kanubaddi Accrued Obligations”).

If the Company terminates Mr. Kanubaddi’s employment for cause (as defined below) or Mr. Kanubaddi resigns without good reason (as defined below), the Company, at its sole discretion, may shorten the notice period and determine the date of termination without any obligation to pay any additional compensation other than the Kanubaddi Accrued Obligations and without triggering a termination of Mr. Kanubaddi’s employment without cause. If the Company terminates Mr. Kanubaddi’s employment without cause or Mr. Kanubaddi resigns for good reason at any time, Mr. Kanubaddi is entitled to the following severance payments and benefits: (i) his full annual base salary less applicable deductions and withholdings; plus (ii) any earned but unpaid performance bonus, if any, for the year of the termination.

The Kanubaddi Employment Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements for Mr. Kanubaddi.

For purposes of the Executive Employment Agreements:

“Cause” shall mean a termination of employment because of (i) the executive’s failure or refusal to perform the duties of the executive’s position in a manner causing material detriment to the Company; (ii) the executive’s willful misconduct with regard to the Company or its business, assets or executives (including, without limitation, his fraud, embezzlement, intentional misrepresentation, misappropriation, conversion or other act of dishonesty with regard to the Company; (iii) the executive’s commission of an act or acts constituting a felony or any crime involving fraud or dishonesty as determined in good faith by the Company; (iv) the executive’s breach of a fiduciary duty owed to the Company; (v) any material breach of the employment agreement or any other agreement with the Company; or (vi) any injury, illness or incapacity which shall wholly or continuously disable the executive from performing the essential functions of the executive’s position for any successive or intermittent period of at least 12 months.

“Good reason” shall mean a termination of employment because of: (i) a materially adverse diminution in the execution’s role or responsibilities without the executive’s consent, provided that the parties to the employment agreement agree that it shall not be considered a diminution in the executive’s role or responsibilities if he ceases serving as Chief Executive Officer provided he remains Chairman; or (ii) any material breach of the employment agreement by the Company or any other agreement with the executive.

The foregoing descriptions of the Executive Employment Agreements does not purport to be complete and is qualified entirely by reference to the full text of the Executive Employment Agreements, with the Johnson Employment Agreement, the Kanubaddi Employment Agreement and the Kostiner Consulting Agreement attached hereto as Exhibits 10.17, 10.18 and 10.20, respectively, which in each case is incorporated by reference herein.

Terms of John Van Buiten’s Employment.

Pursuant to the Consulting and Advisory Agreement, dated as of December 19, 2018, as amended by and between Enveric and Financial Consulting Strategies LLC (“FCS”), Mr. Van Buiten served as Chief Financial Officer of Jay Pharma Inc. Pursuant to the consulting agreement, FCS provided certain financial services for a fee of $8,500 per month for each month Mr. Van Buiten served as Chief Financial Officer. As such, Mr. Van Buiten’s compensation was earned through his employment at FCS. Mr. Buiten resigned as Chief Financial Officer on January 8, 2020 and was re-appointed on December 30, 2020.

The consulting agreement may be terminated with 30 days’ written notice by Enveric or FCS. The agreement with FCS also contains certain confidentiality requirements for FCS and Mr. Van Buiten.

Independent Contractor Agreement with David Johnson

Jay Pharma entered into an independent contractor agreement with Mr. Johnson on January 2, 2020. Pursuant to the agreement, Mr. Johnson provided certain consulting services in connection with the Offer beginning on January 1, 2020 through the completion of the Offer. Mr. Johnson was entitled to (i) $15,000 per month, and (ii) $100,000 on the closing date. The agreement was terminable by Jay Pharma and Mr. Johnson for any reason upon 30 days’ written notice.

Kostiner Consulting Agreement

Pursuant to the Kostiner Consulting Agreement, dated December 29, 2020, Mr. Kostiner will serve as a consultant to the Company following the completion of the Offer for a period of 12 months following the closing of the ~~Merger.~~ Offer. Mr. Kostiner will be entitled to a total compensation of $120,000 (the “Fee”) under the Kostiner Consulting Agreement, payable in monthly installments of $10,000.

Under the terms of the Kostiner Consulting Agreement, Mr. Kostiner’s consulting services may be terminated by either the Company or Mr. Kostiner at any time and for any reason. In the event that either Mr. Kostiner or the Company terminates the Kostiner Consulting Agreement prior to the end of the term thereof, the Company will continue to make monthly payments of $10,000 to Mr. Kostiner until the full amount of the Fee has been paid.

The ~~employment agreements appoint Giri~~Kostiner Consulting Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements for Mr. Kostiner.

Devanur Employment Agreement

On December 11, 2018, in connection with the appointment of Mr. Devanur as ~~our President~~Executive Chairman, the Company and ~~Chief Executive Officer~~Mr. Devanur entered into an amended and ~~Srinidhi "Dev"~~restated employment agreement (the “Devanur Employment Agreement”), pursuant to which the Company agreed to pay Mr. Devanur ~~as our executive Vice Chairman of the Board for three years following the closing date.~~ ~~The employment agreements provide that each executive will receive an annual salary of $120,000 per year, with~~ a ~~bonus for each of $50,000 per year, at the discretion of the Board. However,~~ ~~on November 9, 2016, the Compensation Committee of the Board approved an increase in the~~ base salary of ~~our President and Chief Executive Officer, Giri~~$250,000 per year. The term of the Devanur ~~to $220,000 per year, effective as of November 14, 2016. The Compensation Committee also approved~~Employment Agreement was initially for three years. Additionally, Mr. ~~Devanur's eligibility~~Devanur was eligible to earn a bonus of up to ~~50%~~100% of his base salary upon the achievement of pre-established performance targets set by the board of directors.

Kostiner Employment Letter

On October 17, 2018, pursuant to an employment letter (the “Kostiner Employment Letter”), Mr. Kostiner received an annual base salary of $200,000 and be eligible for bonus payments of up to an aggregate of $50,000 as determined inby our board of directors, based on meeting and exceeding mutually agreed upon annual performance goals. Additionally, Mr. Kostiner received an option to purchase 6,000 shares of common stock with an exercise price based on the ~~discretion~~closing price of our common stock on the grant date and expiring on the fifth anniversary of the ~~Compensation Committee upon Mr. Devanur's satisfaction of criteria to be determined by the Compensation Committee.~~

grant date. The employment agreements provide that if, during the term of their employment, they are terminated by us other than for "Cause" or they resign for "Good Reason," then they will continue to receive for a period of one year following such termination their then current salary payableoption vests in thirds on the same basis as they were then being paid. Termination for "Cause" means: (i) deliberate refusal or deliberate failure to carry out any reasonable order, consistent with their position, of our Board of Directors after reasonable written notice; (ii) a material and willful breacheach of the ~~employment agreement, their confidentiality and non-competition agreement~~first through third anniversaries of October 17, 2018, the grant date.

The Kostiner Employment Letter had a term lasting through December 31, 2019, subject to automatic one-year renewals thereafter, unless the Company or ~~similar agreements~~Mr. Kostiner delivered written notice of non-renewal to the other party at least 60 days prior to the relevant renewal date. In addition, the Kostiner Employment Letter was subject to early termination by him or the Company in accordance with us; (iii) gross negligence or willful misconduct in the execution of their assigned duties; (iv) engaging in repeated intemperate use of alcohol or drugs; or (v) conviction of a felony or other serious crime. "Good Reason" means (i) they shall have been assigned duties materially inconsistent with their position; (ii) their salary is reduced more than 15% below its then current level; or (iii) material benefits and compensation plans then currently in existence are not continued in effect for their benefit.

~~The employment agreements also incorporate~~ the terms of ~~our confidentiality and non-competition agreement, which contain~~the Kostiner Employment Letter. The Kostiner Employment Letter also contained covenants ~~(a)~~ restricting Mr. Kostiner from soliciting the ~~executive from engaging in any activity competitive with our business during the term of the employment agreement and~~Company’s employees or customers for a period of two years ~~thereafter, (b)~~after the termination of Mr. Kostiner’s employment with the Company, and prohibiting ~~the executive~~him from ~~disclosing~~disclosure of confidential information regarding usthe Company at any ~~time~~time.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2020, there were no outstanding equity awards that have been previously awarded to each of our named executive officers and ~~(c) soliciting~~which remained outstanding.

Potential Payments Upon Termination of Employment or Change in Control

None of our ~~employees, customers and prospective customers during the term of the employment agreement and~~named executive officers has a contract in place for ~~a period of two years thereafter.~~termination or change in control payments.

Director Compensation

The following table ~~sets forth~~presents the ~~cash~~total compensation ~~as well as certain other compensation granted to~~for each person who served as a ~~director~~member of our ~~company,~~board of directors during the ~~twelve months~~fiscal year ended December 31, ~~2016:~~

Name Fees Earned or Paid in Cash Stock Awards RSU & Option Awards
All Other
Compensation
Total
($) ($) ($) ($) ($)
Jeffrey E. Eberwein - - - - -
Srinidhi "Dev" Devanur - - - - -
Giri Devanur - - - - -
Dimitrios J. Angelis - - - - -
Dr. Arthur M. Langer - - - - -
Robert G. Pearse - - - - -
Dhruwa N. Rai⁽¹⁾
- - 7,000,000 - 7,000,000
Venkatraman Balakrishnan⁽²⁾
- - 212,747 - 212,747
TOTAL - - 7,212,747 - 7,212,747

~~(1)~~	Includes an option to purchase 500,000 shares of common stock granted on May 10, 2016, valued at $7.00 per share, and restricted stock units for 500,000 shares of common stock granted on May 10, 2016, valued at $7.00 per share.
~~(2)~~	Includes an option to purchase 25,000 shares of common stock granted on June 28, 2016, valued at $6.51 per share, and restricted stock units for 7,680 shares of common stock granted on June 28, 2016, valued at $6.51 per share.

2020. Other than set forth in the table and described more follow below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our board of directors in 2020.

Name	Fees earned or paid in cash ($)		Equity awards ($)		Total ($)
Srinidhi “Dev” Devanur		—		—		—
Dimitrios J. Angelis		120,000		—		120,000
Carmo Martella		120,000		—		120,000
Thoranath Sukumaran		120,000		—		120,000
George Kegler		—		—		—
Sol Mayer		—		—		—
Marcus Schabacker		—		—		—
Douglas Lind		—		—		—

~~- 43 -~~Incentive Plans

Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan

Pursuant to the Tender Agreement, effective as of the effective time of the Offer, the Company adopted the Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards which may be granted singly, in combination or in tandem, and which may be paid in shares of Common Stock.

The foregoing description of the 2020 Plan does not purport to be complete and is qualified entirely by reference to the full text of the 2020 Plan, which is attached hereto as Exhibit 10.21 and is incorporated by reference herein.

In connection with the 2020 Plan, the Board adopted a form of Restricted Stock Unit Award Agreement, which is attached hereto as Exhibit 10.22 and is incorporated by reference herein. Restricted stock units granted to participants pursuant to the Restricted Stock Unit Award Agreement may be converted into the number of shares of Common Stock equal to the number of restricted stock units, with each restricted stock unit to represent a notional share of Common Stock, with a value equal to the fair market value of a share of common stock at any time.

Ameri 2015 Equity ~~Compensation~~Incentive Award Plan ~~Information~~

On April 20, 2015, ~~our Board~~the Ameri board of directors and the holder of a majority of ~~our~~the outstanding shares of Ameri’s common stock approved the adoption of ~~our~~the 2015 Equity Incentive Award Plan (the ~~"Plan"~~“Ameri Equity Plan”) and a grant of discretionary authority to the executive officers to implement and administer the Ameri Equity Plan. The Ameri Equity Plan ~~allows~~allowed for the issuance of up to 2,000,000 shares of ~~our~~Ameri common stock for award grants (all of which can be incentive stock options). The Ameri Equity Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, performance units and other stock-based awards. AsThe Ameri 2015 Equity Incentive Plan was terminated in accordance with the completion of ~~December 31, 2016,~~ the Offer.

~~590,869~~Equity Compensation Plan Information ~~shares of restricted stock units and~~ ~~965,700 options had been granted.~~

The ~~Board of Directors adopted~~following table provides information regarding the Plan to provide a means by which our employees, directors, officers and consultants may be granted an opportunity to purchase our common stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for our success.

~~Under the Plan, our Board determines the exercise price to be paid for the shares, the period within which each option may be exercised and the terms and conditions of each option. The~~weighted-average exercise price of ~~the incentive and non-qualified stock~~ options may not be less than 100% of the fair market value per share of our common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the price of each share of an incentive stock option must be equal to or exceed 110% of fair market value.

~~The following table sets forth information regarding our equity compensation plans~~issued by Enveric as of December 31, ~~2016:~~

2020. Such issuances were approved by Enveric’s board of directors outside of an equity compensation plan.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining for issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders		—		—		—
Equity compensation plans not approved by security holders		929,765	$	1.53		—
Total		929,765	$	1.53		—

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders 1,556,569 $ 2.67 444,131
Warrants issued outside of our equity compensation plan 2,666,666 1.80 -
Total 4,223,235 $ 1.89 444,131

~~- 44 -~~

~~ITEM~~

Item 12. ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth ~~information~~the names and number of common shares beneficially owned as of March 29, ~~2017 regarding the beneficial ownership~~2021 (including shares of ~~our~~ common stock issuable within sixty (60) days of that date upon exercise or conversion of securities that entitle the holders thereof to obtain common stock upon exercise or conversion in accordance with the terms thereof) by (i) ~~each person we know~~those persons who are known to us to be the beneficial ~~owner~~owner(s) of ~~5% or~~ more than five percent (5%) of our common stock, (ii) each of our ~~current~~directors and named executive officers and (iii) ~~each~~all of our directors and ~~(iv) all of our current~~ executive officers ~~and directors~~ as a group. ~~Information with respect to beneficial ownership has been furnished by each director, executive officer or 5% or more stockholder,~~Except as ~~the case may be. Unless~~ otherwise indicated, the ~~persons or entities identified~~beneficial owners listed in ~~this~~the table ~~have~~below possess the sole voting and ~~investment~~dispositive power ~~with respect~~in regard to ~~all~~such shares ~~shown as beneficially owned by them.~~

Name⁽¹⁾
Number of Shares Beneficially Owned
Percentage of Shares Beneficially Owned⁽²⁾

Executive Officers, Present Directors and Proposed Directors:

Jeffrey E. Eberwein⁽³⁾⁽⁴⁾
4,436,443 25.72 %
Srinidhi "Dev" Devanur 6,276,375 43.05 %
Giri Devanur 2,179,125 14.95 %
Dimitrios J. Angelis⁽⁵⁾
42,663 *
Dr. Arthur M. Langer⁽⁶⁾
89,870 *
Robert G. Pearse⁽⁷⁾
41,809 *
Carlos Fernandez 101,250 *
Venkatraman Balakrishnan - *
Srirangan Rajagopal 432,000 2.96 %
Dhruwa N. Rai⁽⁸⁾
833,334 5.59 %
All executive officers and directors as a group (10 persons)⁽⁹⁾

14,432,869

81.75
%

5% Stockholders:

Lone Star Value Management, LLC⁽³⁾⁽⁴⁾
4,436,443 25.72 %

~~______________~~

~~Less than one percent of outstanding shares.~~

~~(1)~~

~~Unless otherwise indicated, the address of each person or entity is c/o AMERI Holdings, Inc., 100 Canal Pointe Boulevard, Suite 108, Princeton, New Jersey 08540.~~

~~(2)~~

~~The calculation in this column is based upon 14,579,417~~and have an address of c/o Enveric Biosciences, Inc., 4851 Tamiami Trail N, Suite 200, Naples, FL 34103. As of March 29, 2021, there were 19,450,507 shares of common stock of the Company outstanding.

Name	Number of Shares of Common Stock Beneficially Owned			Percentage of Shares Outstanding
Directors and Officers
David Johnson		-			*	%
Avani Kanubaddi		-			*	%
John Van Buiten		-			*	%
George Kegler		-			*	%
Marcus Schabaker		-			*	%
Sol Mayer		-			*	%
Douglas Lind		-			*	%
All directors and officers as a group of seven (7) persons		-			*	%
Five Percent (5%) Stockholders
Alpha Capital Anstalt		2,159,220	⁽¹⁾		9.99	%
David Stefansky		1,288,816	⁽²⁾		6.56	%
TO Pharmaceuticals		2,299,001	⁽³⁾		11.82	%

* Represents less than 1%

	(1)	The address of Alpha Capital Anstalt is Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein. Alpha Capital Anstalt is the beneficial owner of 2,159,220 shares of Common Stock including (i) 513 shares of Common Stock and (ii) 2,158,707 shares of Common Stock underlying warrants that are currently exercisable. Nicola Feuerstein, Director of Alpha Capital Anstalt, exercises voting power and dispositive power over such shares of Common Stock. As of March 29, 2021, Alpha Capital Anstalt owns additional warrants that would be exercisable up to 1,500,440 additional shares of Common Stock, except for a limitation set forth in the warrant agreements that restricts Alpha Capital Anstalt’s ability to exercise the warrants if such exercise would result in Alpha Capital Anstalt (including its affiliates) owning more than 9.99% of the Company’s currently outstanding number of shares of Common Stock. Thus, the number of shares of the Company’s Common Stock beneficially owned by Alpha Capital Anstalt as of March 29, 2021 was 2,159,220, which represents 9.99% beneficial ownership of the 19,449,975 shares of the Common Stock of the Company that were outstanding as of March ~~20, 2017. Beneficial~~29, 2021.

	(2)	The address of David Stefansky and Bezalel Partners, LLC is 265 E. 66th St., Apt. 6C, New York, NY 10065. Includes (i) 931,855 shares of Common Stock held through Bezalel Partners, LLC (“Bezalel”), (ii) 150,836 shares of Common Stock held by Mr. Stefansky, and (iii) options held by Mr. Stefansky to purchase up to 206,125 shares of Common Stock that are currently exercisable. Mr. Stefansky is the natural person with voting and dispositive power over shares of Bezalel and is deemed to have beneficial ownership ~~is determined in accordance with the rules~~ of the ~~SEC~~shares held by Bezalel.

	(3)	Based on a Schedule 13G filed February 10, 2021 by TO Pharmaceuticals LLC and ~~generally includes~~TOP Invest LLC. The address of TO Pharmaceuticals and TOP Invest LLC is TO Pharmaceuticals, 77 Water St., 8th Floor, New York, New York 10005. According to the Schedule 13G, TO Pharmaceuticals LLC and TOP Invest LLC each have sole voting ~~or investment~~power and sole dispositive power with respect to securities. Shares of common stock that are currently convertible or exercisable within 60 days of March 20, 2017 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
~~(3)~~	~~Includes (A) (i) 1,666,755~~2,299,001 shares of common stock and (ii) 2,666,666 shares of common stock reserved for issuance upon the exercise of the Warrants, in each case held of record by LSVI, and (B) 20,227 shares of common stock held of record by Jeffrey E. Eberwein, our Chairman. Lone Star Value Investors GP, LLC ("Lone Star Value GP"), the general partner of LSVI and Lone Star Value Management, the investment manager of LSVI, may be deemed to beneficially own the 4,333,421 shares held by LSVI. Jeffrey E. Eberwein as the managing member of Lone Star Value GP may be deemed to beneficially own the 4,333,421 shares held by LSVI. Mr. Eberwein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of Mr. Eberwein, LSVI, Lone Star Value GP and Lone Star Value Management is 53 Forest Avenue, 1st Floor, Old Greenwich, CT 06870.
~~(4)~~	~~Includes 82,795~~ shares held in an account separately managed by Lone Star Value Management. Lone Star Value Management, as the investment manager of the separately managed account, may be deemed to beneficially own the 82,795 shares held in the separately managed account; and Jeffrey Eberwein, our Chairman, as the sole member of Lone Star Value Management may be deemed to beneficially own the shares held in the separately managed account. ~~Mr. Eberwein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.~~
~~(5)~~	~~Consists of 17,663 shares of common stock and 25,000 shares of common stock issuable upon exercise of options exercisable within 60 days.~~
~~(6)~~	~~Consists of 64,870 shares of common stock and 25,000 shares of common stock issuable upon exercise of options exercisable within 60 days.~~
~~(7)~~	~~Consists of 16,809 shares of common stock and 25,000 shares of common stock issuable upon exercise of options exercisable within 60 days.~~
~~(8)~~	Consists of 500,000 shares of common stock, 166,667 shares of common stock issuable upon exercise of options exercisable within 60 days and 166,667 shares of common stock issuable upon the settlement of restricted stock units that vest within 60 days.
(9)	~~Consists of 11,357,261 shares of common stock, 2,666,666 shares of common stock reserved for issuance upon the exercise of the Warrants held of record by LSVI, 241,667~~ ~~shares of common stock issuable upon exercise of options exercisable within 60 days~~ ~~and 166,667 shares of common stock issuable upon the settlement of restricted stock units that vest within 60 days~~. Common Stock.

~~In addition, LSVI holds 363,611 shares of our Series A Preferred Stock, representing 100% of the issued and outstanding shares of the Series A Preferred Stock.~~

~~- 45 -~~

~~ITEM~~

Item 13. ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~

Certain Relationships and Related Transactions and Director Independence

Described below are transactions occurring since January 1, 2020 and any currently proposed transactions to which Jay Pharma was a party and in which:

	●	the amounts involved exceeded or will exceed the lesser of (i) $120,000, or (ii) 1% of the average of Jay Pharma’s total assets at December 31, 2019 and December 30, 2020; and
	●	a director, executive officer, holder of more than 5% of Jay Pharma’s outstanding capital stock, or any member of such person’s immediate family had or will have a direct or indirect material interest, excluding compensation arrangements described above.

Employment and Consulting Agreements

Independent Contractor Agreement with Barry Kostiner

Jay Pharma and Barry Kostiner entered into an independent contractor agreement on January 10, 2020 (the “January Agreement”). Pursuant to the January Agreement, Mr. Kostiner agreed to provide consulting services to Jay Pharma effective December 1, 2019. The January Agreement was terminated effective April 30, 2020. Mr. Kostiner earned $10,000 per month over the term of the January Agreement.

Agreements with Tikkun

Assignment and Assumption Agreements

On January 10, 2020, Jay Pharma entered into two assignment and assumption agreements, pursuant to which, upon the satisfaction of all closing conditions to the Offer, affiliates of Tikkun would assign to Jay Pharma all of such affiliates’ in-licensed and developed rights based on certain Amended and Restated Sublicense Agreements, effective January 12, 2018, pursuant to which Jay Pharma entered into two in-licensing U.S. and rest of world rights to the limited pharmaceutical business (including cancer) from TOP and TOCI, respectively, each as amended by a First Amendment entered January 10, 2020, with:

(i) TOP and Tikkun regarding all of Tikkun’s (i) in-licensed rights and obligations to commercialize pharmaceutical products related to GVHD under the relevant Sublicense in the U.S. and (ii) certain skincare business and all of Tikkun’s rights related thereto as of the January 10, 2020 effective date. Jay Pharma agreed to issue 8,288,006 common shares of Jay Pharma to Tikkun in exchange for these rights; and

(ii) TOCI and Tikkun regarding all of Tikkun’s in-licensed rights and obligations to commercialize pharmaceutical products related to GVHD under the relevant sublicense anywhere in the world outside the U.S. Jay Pharma agreed to issue 2,072,001 common shares of Jay Pharma to Tikkun in exchange for these rights.

On August 12, 2020, Jay Pharma and the applicable Tikkun affiliates entered into the First Amendment to the Tikkun Agreements, pursuant to which all references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer, as applicable.

On October 2, 2020, Jay Pharma and the applicable Tikkun affiliates entered into the Second Amendment to the Tikkun Agreements, pursuant to which the effective date of the transactions was revised to occur as of October 2, 2020.

License Agreement

Jay Pharma, TO LLC and TOH entered into a license agreement dated on January 10, 2020, pursuant to which Jay Pharma would acquire certain in-licensed and owned intellectual property rights related to the cannabis products in the United States (presently excluding the state of New York) from TO LLC and TOH, each of which is an affiliate of TO Holdings, in exchange for royalty payments of (i) four percent (4.0%) of net sales of OTC cancer products made via consumer channels; (ii) five percent (5.0%) of net sales of beauty products made via consumer channels; and (iii) three percent (3.0%) of net sales of OTC cancer products made via professional channels, along with a minimum net royalty payment starting in January 1, 2022 and progressively increasing up to a cap of $400,000 maximum each year for the first 10 years, then $600,000 maximum each year for the next 5 years, and an annual maximum cap of $750,000 each year thereafter during the term of the agreement. The licensed intellectual property rights relate to beauty products and OTC cancer products, and branding rights related thereto. The beauty products include any topical or transdermal cannabis-containing or cannabis-derived (including hemp-based) skin care or body care beauty products, and the OTC cancer products means any cancer-related products, in each case excluding those regulated as a drug, medicine, or controlled substance by the FDA or any other relevant governmental authority, such as the USDA.

On August 12, 2020, Jay Pharma, TO LLC and TOH entered into the First Amendment to the License Agreement, pursuant to which all references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer, as applicable.

On October 2, 2020, Jay Pharma, TO LLC and TOH entered into the Second Amendment to the License Agreement, pursuant to which the effective date of the transactions was revised to occur as of October 2, 2020.

Agreements with Alpha

Alpha Bridge Loan

At the signing of the Original Amalgamation Agreement, Jay Pharma issued the Original Note to Alpha, dated as of January 10, 2020, pursuant to which Alpha loaned $1,500,000 to Jay Pharma in connection with, and as a condition to, the Original Amalgamation Agreement. The Original Note was amended on June 23, 2020 (as discussed further below) to reflect an additional investment of $500,000, resulting in a total principal amount of $2,000,000 (the “Second Note Amendment”). The Original Note was further amended on August 12, 2020 (as discussed further below), to account for the termination of the Original Amalgamation Agreement and the change in the structure of the transaction from an amalgamation to a stock-for-stock exchange offer (the “Third Note Amendment”). The terms described in the following paragraphs reflect the terms of the Original Note as amended by the Second Note Amendment and the Third Note Amendment. The Note was secured, pursuant to the Security Agreement, by all of the assets of Jay Pharma. The Note carried an annual interest rate of 7%, calculated daily.

~~Lone Star Value~~

Upon the closing of the Offer, the Note was converted into the right to receive 2,473,848 common shares of Jay Pharma and warrants to purchase 2,333,970 common shares of Jay Pharma at an exercise price of $1.03 per share immediately prior to the Offer. In connection with the Offer, such common shares and warrants of Jay Pharma acquired by Alpha upon conversion of the Note were converted into the right to receive (i) 547,278 shares of Series B Preferred Stock that are convertible into up to 547,278 shares of Common Stock, after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 516,333 shares of Common Stock at an exercise price of $4.64 per share, after giving effect to the Reverse Stock Split,

Jay Pharma was obligated by certain covenants set forth in the Note, including, but not limited to, the obligation (i) to provide certain financial information, (ii) to use the proceeds in a specifically agreed to manner, (iii) to not incur any new indebtedness other than as allowed under the terms of the Note, (iv) to not enter into any business, except those in which Jay Pharma is already engaged or that are reasonably related thereto, (v) to not make any distributions to its shareholders or creditors, (vi) to not make any changes to its capital structure, authorize or issue any equity interest of Jay Pharma, and (vii) to not take or suffer any act not permitted under the Tender Agreement.

Events of default under the Note included, but were not limited to, (i) breaches of representations and warranties made by Jay Pharma, in the Note or the Security Agreement, (ii) breaches of covenants made by Jay Pharma, (iii) bankruptcy and insolvency of Jay Pharma, and (iv) the failure to consummate the Offer by a certain date.

The Note and the Security Agreement also provided certain customary representations and warranties of Jay Pharma. If the Tender Agreement had been terminated without Alpha’s prior written consent and without meeting certain other conditions in the Tender Agreement, Jay Pharma would have been required to repay the entire outstanding principal balance of the Note plus all accrued and unpaid interest thereon and any other sums payable to Alpha directly in connection with the Note.

First Note Amendment

On May 6, 2020, Jay Pharma and Alpha entered into the First Note Amendment. The First Note Amendment revised the maturity date of the Note. Prior to the Merger, LSVI and its affiliates, collectively, was our majority stockholder, and each of our directors and sole officers was an officer of Lone Star Value Management, LLC. On January 15, 2014, our predecessor entity, Spatializer Audio Laboratories, Inc., issued 3,267,974 shares of common stock to Lone Star Value, an entity ultimately controlled by Jeffrey E. Eberwein, who was a director atFirst Note Amendment, the ~~time~~maturity date of the ~~transaction at $0.0153 per share for total proceeds~~Note was the earlier of ~~$50,000 (and such shares became 185,575 shares~~(i) July 6, 2020 and (ii) an event of ~~our common stock as a result~~default that accelerates the maturity of the ~~1-for-17.61 reverse stock split~~Note. Following the First Note Amendment, the maturity date of ~~our outstanding shares~~the Note was revised to be the earlier of ~~common stock~~(i) September 30, 2020 and (ii) an event of default that ~~occurred contemporaneously with~~accelerates the ~~Merger in May 2015).~~

maturity of the Note. The First Note Amendment also revised the event of default regarding a failure of the amalgamation to be consummated by March 31, 2020 to extend such date to September 30, 2020.

Second Note Amendment

On ~~April 17, 2015, we issued a promissory note in~~June 23, 2020, Jay Pharma and Alpha entered into the Second Note Amendment. The Second Note Amendment revised the principal amount of ~~$50,000~~the Note from $1,500,000 to ~~LSVI. Under~~$2,000,000, which was deemed advanced as the of date of the Second Note Amendment. The rights and securities granted to Alpha under the terms of the ~~promissory note, interest on~~Note were extended to the ~~outstanding principal amount accrues at a rate of 10% per annum, and all amounts outstanding under this promissory note are due and payable on or before April 30, 2020. We intend to use~~additional $500,000 advance contemplated by the ~~proceeds for legal and operating expenses.~~

~~On May 26, 2015, we issued the Convertible~~Second Note in the principal amount of $5,000,000 bearing interest at 5% per annum, maturing on May 26, 2017 and at a conversion price of $1.80 per share, or an aggregate of 2,777,778 shares of common stock, together with the Original Warrant to purchase up to 2,777,777 shares of our common stock, at an exercise price equal to $1.80 per share, in the Private Placement to LSVI,Amendment pursuant to the terms of ~~a Securities Purchase Agreement. In connection with~~ the ~~Private Placement, LSVI was granted the right to designate three of our eight directors.~~

Second Note Amendment.

Third Note Amendment

On ~~May 13, 2016, LSVI completed an early partial exercise of the Original Warrant for 1,111,111 shares of our common stock for total consideration to us of $2,000,000,~~August 12, 2020, Jay Pharma and LSVI was issued a replacement warrant for the remaining 1,166,666 shares under the Original Warrant. LSVI also agreed to amend the Convertible Note to extend its maturity for two years in exchange for (i) the right to request that we expand the size of the Board to nine directors from the current eight, with LSVI having the right to designate up to four of the nine directors and (ii) the issuance of the Additional Warrant for the purchase of 1,000,000 shares of our common stock at a price of $6.00 per share. LSVI's Registration Rights Agreement, dated May 26, 2015, with us was also amended and restated to include the shares of common stock issuable under the Additional Warrant.

~~On December 30, 2016, the Company~~Alpha entered into the ~~Exchange Agreement with LSVI, pursuant~~Third Note Amendment. The Third Note Amendment extended the maturity date to ~~which~~be the ~~Convertible Note was returned to~~earlier of (a) January 1, 2021 and (b) an event of default that accelerates the ~~Company and cancelled in exchange for 363,611 shares~~maturity of the ~~Company's Series A Preferred Stock, which is non-convertible and perpetual preferred stock of~~Note. The Third Note Amendment also revised the ~~Company.~~Note to account for the change in structure from an amalgamation to a stock-for-stock exchange offer. As a result, references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer. The Third Note Amendment also revised the event of default regarding a failure of the ~~exchange transaction, no principal or interest remained outstanding or payable under~~amalgamation to be consummation by March 31, 2020 to be an event of default if the ~~Convertible Note and~~Offer was not completed by January 1, 2021.

Series B Warrants

Upon the ~~Convertible Note was no longer convertible into~~completion of the Offer, the Company provided Alpha with the Series B Warrants to purchase the number of pre-reverse stock split shares of common stock of the Company equal to the product of (i) 8,100,000 and (ii) the Exchange Ratio of 0.8849 at an exercise price of $0.01 to Alpha, as set forth in, and pursuant to the terms of, the Series B Common Stock Purchase Warrant. The Series B Warrants had a five-year term beginning on the 90th day after the later of the last day of the lock-up/leak-out period. If Alpha chooses to exercise the Series B Warrants, Alpha may elect, at its own option, to exercise the Series B Warrants on a cashless basis. Alpha may not exercise the Series B Warrants to the extent such exercise would result in Alpha and its affiliates owning more than 9.99% of the Company.

The number of shares issuable under the terms of the Series B Common Stock Purchase Warrant are adjustable for stock dividends and splits. Additionally, Alpha shall have the right to participate in subsequent rights offerings or pro rata distributions with respect to the equity of the Company or any fundamental transaction involving the Company as more fully described in the Series B Common Stock Purchase Warrant.

Alpha Investment

At the signing of the Original Amalgamation Agreement, Alpha entered into the Original Alpha Securities Purchase Agreement,

~~On April 20, 2016,~~ pursuant to which Alpha agreed, subject to the terms and conditions thereof, to purchase common shares of Jay Pharma and Jay Pharma Series A Warrants to purchase Jay Pharma’s common shares for an aggregate total purchase price of $3,500,000. The Alpha Securities Purchase Agreement was amended on August 12, 2020 (as discussed further below), to account for the termination of the Original Amalgamation Agreement and the change in the structure of the transaction from an amalgamation to a stock-for-stock exchange offer (the “Third Alpha SPA Amendment”). The terms described in the following paragraphs reflect the terms of the Alpha Securities Purchase Agreement as amended by the Third Alpha SPA Amendment.

The closing of the Alpha Investment is conditioned upon the satisfaction or waiver of the conditions set forth in the Tender Agreement. The obligations of Alpha under the Alpha Securities Purchase Agreement in connection with the closing of the Alpha Investment are also subject to the condition that, from the date of the Alpha Securities Purchase Agreement to the date of closing of the Alpha Investment, trading in Ameri’s common stock shall not have been suspended by the SEC or NASDAQ, and, at any time prior to the closing date of the Alpha Investment, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the U.S. or New York State authorities.

The Alpha Securities Purchase Agreement provides certain customary covenants, conditions, representations and warranties, and other agreements by and between Jay Pharma and Alpha. In addition, Jay Pharma has agreed to use commercially reasonable efforts to complete the Offer, and as a condition to closing of the Offer, to cause Ameri to assume all of Jay Pharma’s obligations under the warrants and the Securities Purchase Agreement.

Pursuant to the terms of the Alpha Securities Purchase Agreement, from the closing date of the Offer until 120 days thereafter, Jay Pharma agreed to not permit or allow Ameri or any of its subsidiaries to issue, enter into agreement to issue, or announce the issuance or proposed issuance of any shares of Ameri common stock. Additionally, for a period of 18 months following the closing date of the Offer, Ameri is prohibited from effecting or entering into an agreement to effect any issuance by Ameri or any of its subsidiaries of their respective common stock or common stock equivalent involving a variable rate transaction. A “variable rate transaction” means a transaction in which Ameri (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of Ameri or the market for the common stock, or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby Ameri may issue securities at a future determined price. Additionally, from the closing date of the Offer until such time as Alpha holds less than one-fifth of the shares issued in connection with the Alpha Investment, Alpha will hold certain anti-dilution rights outlined in the Alpha Securities Purchase Agreement.

Upon the closing of the Alpha Investment under the Alpha Securities Purchase Agreement immediately prior to the Offer, Alpha received approximately 3,500,954 common shares of Jay Pharma and Jay Pharma Series A Warrants to purchase 3,500,954 common shares of Jay Pharma at an exercise price of $1.03 per common share (the “Alpha Investment Securities”). In connection with the Offer, such common shares and warrants of Jay Pharma acquired by Alpha in the Alpha Investment were converted into, as applicable, the right to receive (i) 774,499 shares of Series B Preferred Stock that are convertible into up to 774,499 shares of Common Stock, after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 774,499 shares of Common Stock at an exercise price of $4.64 per share, after giving effect to the Reverse Stock Split. The Company warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of Company common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company common stock and the exercise price. The Series B Preferred Stock of the Company and the warrants to purchase Company common stock to be issued to Alpha are convertible or exercisable, as applicable, subject to a 9.99% beneficial ownership blocker.

First Amendment to Alpha Securities Purchase Agreement

On June 23, 2020, Jay Pharma and Alpha entered into the Second Note Amendment. The Second Note Amendment also amended the Alpha Securities Purchase Agreement to reduce the amount of the investment in Jay Pharma’s common shares and Jay Pharma Series A Warrants from $3,500,000 to $3,000,000.

Second Amendment to Alpha Securities Purchase Agreement

On August 12, 2020, Jay Pharma and Alpha entered into a ~~Stock~~second amendment to the Alpha Securities Purchase Agreement (the “Second Alpha SPA Amendment”). The Second Alpha SPA Amendment revised the formula regarding the securities to be issued to Alpha in connection with ~~Dhruwa N. Rai,~~the closing of the amalgamation to match the formula set forth in the Original Amalgamation Agreement. Additionally, the Second Alpha SPA amended the termination rights under the Alpha Securities Purchase Agreement to extend the termination date from July 7, 2020 to September 30, 2020.

Third Amendment to Alpha Securities Purchase Agreement

On August 12, 2020, Jay Pharma and Alpha entered into a third amendment to the Alpha Securities Purchase Agreement (the “Third Alpha SPA Amendment”). The Third Alpha SPA Amendment revised the references to the Original Amalgamation Agreement and amalgamation to be references to the Tender Agreement and the Offer, as applicable, in order to account for the change in transaction structure from an amalgamation to a stock-for-stock exchange offer. Additionally, the Third Alpha SPA Amendment amended the termination rights under the Alpha Securities Purchase Agreement to extend the termination date from September 30, 2020 to January 1, 2021.

Company Warrants

As noted above, in connection with conversion of the Note and the closing of the Alpha Investment, which occurred immediately prior to the closing of the Offer, Alpha received warrants to purchase common shares of Jay Pharma. Further, as noted above, in connection with the Offer and pursuant to the terms of the Tender Agreement and the Alpha Exchange Agreement, these warrants were exchanged for Company warrants to purchase pre-reverse stock split shares of Company common stock equal to the number of common shares of Jay Pharma underlying such outstanding Jay Pharma warrants multiplied by the Exchange Ratio, with the exercise price of such converted warrants determined by dividing the exercise price of the Jay Pharma warrant by the Exchange Ratio. The Company warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of Company common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting Jay Pharma common stock and the exercise price.

If, at the time Alpha exercises its Company common stock warrants, a registration statement registering the issuance of the shares of Company common stock underlying the Company common stock warrants under the Securities Act is not then available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, Alpha may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Company common stock determined according to a formula set forth in the Company common stock warrants.

Alpha (together with its affiliates) may not exercise any portion of the Company common stock warrant to the extent that Alpha would own more than 9.99% of the outstanding Company common stock immediately after exercise; provided, however, that upon notice to the Company, Alpha may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the beneficial ownership limitation will not be effective until 61 days following notice of such increase from Alpha to the Company.

If the Company, at any time while the Company common stock warrant is outstanding, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Company common stock (or common stock equivalents), at an effective price per share less than the exercise price then in effect, then simultaneously with the consummation (or, if earlier, the announcement) of each such dilutive issuance, the exercise price will be reduced to equal the exercise price then in effect, subject to certain exceptions, which includes issuance of securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company and not for the primary purpose of raising capital.

In the event of a fundamental transaction, as described in the common warrants and generally including any reorganization, recapitalization or reclassification of the Company’s common stock, the sale, transfer or other disposition of all or substantially all of Company’s properties or assets, the Company’s consolidation or merger with or into another person, the acquisition of more than 50% of the Company’s outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the Company’s outstanding common stock, Alpha will be entitled to receive upon exercise of such warrants the kind and amount of securities, cash or other property that Alpha would have received had they exercised the Company’s common stock warrants immediately prior to such fundamental transaction.

Nominal Share Purchase Agreement

In connection with the Offer, Jay Pharma entered into a series of assignment and assumption agreements with a third party, Tikkun Pharma, Inc. (“Tikkun”), pursuant to which ~~Mr. Rai purchased from~~Tikkun assigned to Jay Pharma all of Tikkun’s (i) rights to certain skin care treatment assets and (ii) intellectual property rights to certain formulations for the development of therapeutic candidates for the prevention, management and treatment of graft versus host disease (GVHD) in exchange for an aggregate of 10,360,007 common shares of Jay Pharma, which were issued in October 2020.

Because Alpha required additional shares of the Company, ~~500,000~~at no or a nominal cost, for Alpha to consummate the Alpha Bridge Loan and the Alpha Investment at the planned valuation, Alpha entered into an agreement with Tikkun pursuant to which, immediately following such assignment, but prior to the Offer, Tikkun sold 7,774,463 of these common shares of ~~its~~Jay Pharma to Alpha for the nominal aggregate purchase price of $10.00 (the “Alpha Nominal Shares”), leaving Tikkun with 2,585,544 common shares of Jay Pharma (the “Tikkun Shares”). In connection with the Offer, the Tikkun Shares were converted into the right to receive 571,987 shares shares of common stock ~~par value $0.01~~of the Company, after giving effect to the Reverse Stock Split, and the Alpha Nominal Shares were converted into the right to receive 1,719,906 shares of Series B Preferred Stock of the Company that are convertible into up to 1,719,906 shares of common stock of the Company, after giving effect to the Reverse Stock Split.

Alpha December Investment

On December 4, 2020, Jay Pharma and Alpha executed a securities purchase agreement whereby Alpha purchased an additional 1,000,000 common shares of Jay Pharma and warrants to purchase 500,000 common shares of Jay Pharma at an exercise price of $0.30 per share ~~at a price per share of $6.00~~ for an aggregate purchase price of ~~$3,000,000~~$300,000 (the “Alpha December Investment”). In connection with the Offer, such shares were exchanged for 221,225 shares of Common Stock, and ~~the Company issued 500,000 unregistered~~such warrants were exchanged for warrants to purchase 110,613 shares of common stock of the Company at $1.36 per share.

Securities Exchange Agreements

Option Exchange Agreements

Pursuant to ~~Mr. Rai.~~

~~- 46 -~~

the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into exchange agreements with each of the holders of Jay Pharma options (the “Option Exchange Agreements”). Pursuant to the terms of the Option Exchange Agreements, each outstanding Jay Pharma option was exchanged for Company options to purchase a number of shares of Company common stock equal to the Exchange Ratio on substantially the same terms as those contained in the stock option plan of the Company, and each such Jay Pharma option was cancelled. The exercise price for each share of Company common stock underlying a Company option was equal to the exercise price per share of Jay Pharma common stock under the Jay Pharma option in effect immediately prior to the completion of the Offer, as adjusted to reflect the reverse stock split and Exchange Ratio and applicable currency exchange ratio. Jay Pharma and Ameri ~~Consulting Service Private Limited~~

intended that the exchange of all Jay Pharma options for Resulting Issuer options would occur on a rollover basis pursuant to subsection 7(1.4) of the Tax Act and that any relevant adjustments to the exercise price of the Company options would be made to reflect this intention, and that the foregoing treatment of Jay Pharma options was fair and reasonable in light of the circumstances of the transaction.

~~On September 1, 2016, we issued 299,250~~Warrant Exchange Agreements

Pursuant to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into exchange agreements with the holders of Jay Pharma warrants (the “Warrant Exchange Agreements”). Pursuant to the terms of the Warrant Exchange Agreements, each outstanding Jay Pharma warrant was exchanged for Company warrants to purchase the number of shares of Company common stock equal to the Exchange Ratio on substantially economically equivalent terms and each such Jay Pharma warrant shall be cancelled. The exercise price for each share of Company common stock underlying a Company warrant will be equal to the exercise price per share of Jay Pharma common stock under the Jay Pharma warrant in effect immediately prior to the completion of the Offer, as adjusted to reflect the proposed reverse stock split and Exchange Ratio and the applicable currency exchange ratio.

Alpha Exchange Agreement

Pursuant to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into an exchange agreement with Alpha (the “Alpha Exchange Agreement” and, together with the Option Exchange Agreements and Warrant Exchange Agreements, the “Securities Exchange Agreements”). Pursuant to the terms of the Alpha Exchange Agreement, the Jay Note Securities and the Alpha Investment Securities were exchanged for (i) the number of shares of Series B Preferred Stock convertible into 3,262,907 shares of Company common stock, (ii) warrants to purchase 1,290,831 shares of common stock of the Company at $4.64 per share, and (iii) warrants to ~~Srinidhi "Dev" Devanur, our Executive Chairman,~~purchase up to 110,613 shares of common stock of the Company at an exercise price of $1.36 per share, in ~~connection with the completion of our acquisition of~~ ~~Ameri Consulting Service Private Limited~~ ~~on July 1, 2016, pursuant~~each case, after giving effect to the ~~terms~~reverse stock split. The Series B Preferred Stock of ~~a Stock Purchase Agreement dated May 26, 2015.~~

~~Note Transaction~~

~~On March 2, 2017, we entered into a Securities Purchase Agreement with Dhruwa N. Rai, pursuant to which Mr. Rai purchased from~~ the Company and the warrants to purchase Company common stock issued to Alpha are convertible or exercisable, as applicable, subject to a 9.99% beneficial ownership blocker.

Relationships with Tikkun and Jay Pharma

Solomon Eisenberg

Solomon Eisenberg was both a board member and shareholder of Tikkun and a board member of Jay Pharma. His role with both companies might have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Barry Farkas

Barry Farkas was both a board member and shareholder of Tikkun and a board member of Jay Pharma. His role with both companies might have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Lorne Gertner

Lorne Gertner was both a board member of Tikkun and a board member of Jay Pharma. His role with both companies might have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

David Stefansky

David Stefansky was both a board member of Tikkun and a board member and an executive officer of Jay Pharma. His role with both companies might have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun. On May 6, 2020, Mr. ~~Rai~~Stefansky resigned as an ~~8% Convertible Unsecured Promissory Note due March 2,~~executive officer and director of Jay Pharma.

John Van Buiten

John Van Buiten was both an executive officer of Tikkun and an executive officer of Jay Pharma. His role with both companies might have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun. On January 8, 2020, John Van Buiten resigned from his role as an executive officer of Jay Pharma, but he continues to serve as a consultant for Jay Pharma and since the closing of the Offer has served as an executive officer of Enveric.

Abstention

In order to avoid any potential conflicts of interest amongst the Jay Pharma board of directors in light of the transactions described above, on January 7, 2020, each of Solomon Eisenberg and Barry Farkas, both of whom were board members and shareholders of Tikkun, resigned from the Jay Pharma board. In addition, Lorne Gertner, who also served on the board of both Jay Pharma and Tikkun, agreed to abstain from any votes regarding the Original Amalgamation Agreement, the Side Transactions and all matters related to such transactions.

Yaron Conforti Letter Agreement

On January 6, 2020, Yaron Conforti and Jay Pharma entered into a letter agreement pursuant to which Jay Pharma agreed to pay Yaron Conforti a sum of $83,409, which constituted amounts owed to Yaron Conforti by Jay Pharma, with such sum to be paid in the ~~principal amount~~following manner: (a) $10,000 paid in cash upon execution of ~~$1,000,000 (the "Rai Note"). Prior~~the Original Amalgamation Agreement with Ameri, (b) $5,000 to ~~maturity,~~be paid in cash upon the ~~Rai Note will bear interest at 8% per annum, with interest being~~closing the transactions contemplated by the Original Amalgamation Agreement, and (c) the remaining $68,409 paid ~~annually on the first, second and third anniversaries of~~through the issuance of the Rai Note beginning on March 2, 2018. From and after an event of default and for so long as the event of default is continuing, the Rai Note will bear default interest at the rate of 10% per annum. The Rai Note can be prepaid by us at any time without penalty.

~~The Rai Note is convertible into~~118,117 shares ~~of our common stock at a conversion price of (i) in the event that any registration statement for the public offering~~ of common stock ~~filed by us~~of Jay Pharma. In exchange for the payment structured as described above, Yaron Conforti released Jay Pharma from any claims or obligations related to the $83,409 sum. In July 2020, Jay Pharma agreed to adjust the the per share price of $0.8849, of the Jay Pharma common shares issued under the previous letter to $0.22. Accordingly, Mr. Conforti was awarded 193,169 additional Jay Pharma common shares pursuant to a letter agreement.

Ameri Related Party Transactions

At December 31, 2020, there were no transactions or series of similar transactions, since January 1, 2020 to which Ameri has been a participant in which the amount involved exceeded or will exceed the lesser of (a) $120,000, or (b) 1% of its average total assets at year-end for the last two completed fiscal years, and in which any of Ameri’s director, executive officer, holder of more than 5% of our capital stock, promotor or certain control person or any member of their immediate family had or will have a direct or indirect material interest, except as follows.

Ameri Share Purchase Agreement

On January 10, 2020, Ameri entered into Share Purchase Agreement, upon which Ameri agreed to consummate the Spin-Off, wherein all of the issued and outstanding shares of Series A preferred stock of Ameri was redeemed for an equal number of shares of Private Ameri Preferred Stock. Ameri contributed, transferred and conveyed to Private Ameri all of the issued and outstanding equity interests of the existing subsidiaries of Ameri, constituting the entire business and operations of Ameri and its subsidiaries. Srinidhi “Dev” Devanur, Ameri’s executive Chairman, was the owner of all the current issued and outstanding capital stock of Private Ameri.

2019 and 2020 Bonus Grants

On January 9, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s stockholders’ approval for purposes of compliance with the ~~SEC~~Nasdaq Rule 5635(c), Ameri’s board of directors awarded an aggregate of 270,541 restricted shares of Ameri common stock as compensation in ~~connection~~lieu of cash performance bonuses. On October 19, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s stockholders’ approval for purposes of compliance with ~~an uplisting to a national stock exchange is declared effective by~~ the ~~SEC on or prior to December 31, 2017, such price per share that is equal to 68%~~Nasdaq Rule 5635(c) and continued service through the end of the ~~price per share~~2020 fiscal year, Ameri’s board of directors awarded an aggregate of up to 354,730 restricted shares of Ameri common stock ~~offered and sold pursuant to such registration statement, or (ii)~~as compensation in lieu of cash performance bonuses. Such restricted shares will not be issued if ~~no such registration statement~~this Bonus Shares Proposal is ~~declared effective~~not approved.

The restricted shares approved by ~~December 31, 2017, such~~Ameri’s board of directors in January 2020 represent aggregate bonus payments of $675,000 divided by a price ~~per share that~~of $2.495, which is ~~equal to~~ the ~~weighted average~~ closing price ~~per share of our common stock for~~on the ~~20 trading days~~day immediately preceding ~~December 31, 2017, subject to adjustment under certain circumstances.~~board approval. The ~~Rai Note ranks junior to our secured credit facility with Sterling National Bank. The Rai Note also includes certain negative covenants including, without~~restricted shares approved by Ameri’s board of directors in October 2020 represent aggregate bonus payments of $525,000 divided by a price of $1.48, which is the ~~investors' approval, restrictions~~closing price on ~~dividends~~the day immediately preceding board approval.

Director Independence

We are currently listed on the NASDAQ Stock Market and ~~other restricted payments and reclassification~~therefore rely on the definition of ~~its stock.~~

~~Director Independence~~

~~The Board of Directors has made~~independence set forth in the NASDAQ Listing Rules (“NASDAQ Rules”). Under the NASDAQ Rules, a subjective determination that Jeffrey E. Eberwein, Dimitrios J. Angelis, Dr. Arthur M. Langer, Robert G. Pearse, Dhruwa N. Rai and Venkatraman Balakrishnan are "independent" directors and that no relationships existsdirector will only qualify as ~~to each independent director which,~~an “independent director” if, in the opinion of ~~the Board of Directors,~~our board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. ~~In making these determinations, the directors reviewed~~Based upon information requested from and ~~discussed information~~ provided by each director concerning his background, employment, and affiliations, including family relationships, we have determined that Mr. Kegler, Mr. Mayer, Dr. Schabacker and Dr. Lind have no material relationships with us that would interfere with the ~~directors with regard to~~exercise of independent judgment and are “independent directors” as that term is defined in the ~~director's business and personal activities as they may relate to our management and us.~~

NASDAQ Listing Rules.

~~ITEM~~

Item 14. ~~PRINCIPAL ACCOUNTANTS FEES AND SERVICES~~

Principal Accountant Fees and Services

In May 2015, the Board selected ~~RAM~~Ram Associates as its independent accountant to audit the ~~registrant's~~Company’s financial statements. ~~Since they were retained, there have been (1) no disagreements between us and RAM Associates on any matters~~The following is a summary of ~~accounting principle or practices, financial statement disclosure, or auditing scope or procedures and (2) no reportable events within~~ the meaning set forth in Item 304(a)(1)(v) of Regulation S-K. RAM Associates has not issued any reports on our financial statements during the previous two fiscal years that contained any adverse opinion or a disclaimer of opinion or were qualified or modified as to uncertainty, audit scope or accounting principle.

~~The aggregate~~ fees billed ~~or to be billed~~by Ram Associates for professional services rendered for the fiscal years ended December 31, ~~2016~~2020 and ~~December 31, 2015 for professional services rendered~~2019. Ram Associates was dismissed by the ~~principal accountant~~Company on January 12, 2021.

	Year Ended December 31,
	2020		2019
Audit fees	$	15,000	$	85,000
Tax fees		16,000		11,500
Audit-related fees		–		–
All other fees		–		–
	$	31,000	$	96,500

Audit fees consist of fees billed for services rendered for the audit of our ~~annual~~ financial statements and review of our financial statements.

Tax fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns and tax advice.

Audit–related fees consists of fees reasonably related to the performance of the audit or review of the Company’s financial statements ~~included in our financial reports on Form 10-K and Form 10-Q and services~~ that are ~~normally~~not reported as “Audit Fees.”

All other fees consist of fees for other miscellaneous items.

All services provided by the ~~accountant in connection with statutory and regulatory filings or engagements for these fiscal periods~~Company’s independent auditor were ~~as follows:~~

Year Ended December 31,
Year Ended
December 31,

2016 2015
Audit Fees $ 59,000 $ 44,050
Audit Related Fees - -
Tax Fees - -
All Other Fees - -
Total $ 59,000 $ 44,050

~~- 47 -~~

~~Section 10A(i)(1) of the Exchange Act and related SEC rules require that all auditing and permissible non-audit services to be performed by our principal accountants be~~ approved ~~in advance~~ by the Company’s audit committee.

Pre–Approval Policy of Services Performed by Independent Registered Public Accounting Firm

The Audit ~~Committee of the Board. Pursuant~~Committee’s policy is to ~~Section 10A(i)(3) of the Exchange Act~~pre–approve all audit and non–audit related ~~SEC rules, the Audit Committee has established procedures by which the Chairman of the Audit Committee may pre-approve such~~ services, tax services and other services. Pre–approval is generally provided ~~that the pre-approval~~for up to one year, and any pre–approval is detailed as to the particular service or category of services and is generally subject to ~~be rendered~~a specific budget. The Audit Committee has delegated the pre–approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and ~~the Chairman reports the details of the services~~management are required to periodically report to the full Audit Committee ~~at its next regularly scheduled meeting.~~

~~The audit committee has considered~~regarding the extent of services provided by ~~RAM Associates~~the independent registered public accounting firm in accordance with this pre–approval and the fees for the services performed to date.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

The following documents are filed as ~~disclosed above~~part of this Annual Report on Form 10-K:

(1) Financial Statements:

Reports of Independent Registered Accounting Firm	F-1
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Shareholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

(2) Financial Statement Schedules:

None. Financial statement schedules have not been included because they are not applicable, or the information is included in the ~~captions "audit fees" and "tax fees" and has concluded that such services are compatible with the independence~~consolidated financial statements or notes thereto.

(3) Exhibits:

See “Index to Exhibits” for a description of ~~RAM Associates as~~ our ~~principal accountant.~~

Our Board has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.

~~- 48 -~~

~~PART IV~~

exhibits.

Item 16. Form 10–K Summary.

Not applicable.

INDEX TO EXHIBITS

~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~

Exhibit No.		Description

2.1		Share Purchase Agreement, ~~of Merger~~dated January 10, 2020, by and ~~Plan of Reorganization, dated as of May 26, 2015, among Spatializer Audio Laboratories, Inc., Ameri100 Acquisition,~~between AMERI Holdings, Inc. and ~~Ameri and Partners~~Ameri100, Inc. ~~(filed as~~(incorporated by reference to Exhibit 2.1 to ~~AMERI Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~May 26, 2015 and incorporated herein by reference).~~January 13, 2020)
2.2		~~Stock Purchase~~Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated August 12, 2020, by and ~~between~~among AMERI Holdings, Inc., Jay Pharma Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C. Unlimited Liability Company and Barry Kostiner, as the Ameri ~~Holdings, Inc. and~~representative (incorporated by reference to Exhibit 10.1 to the ~~shareholders of Ameri Consulting Service Private Limited. (filed as Exhibit 10.3 to Ameri Holdings, Inc.'s~~Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 1, 2015 and incorporated herein by reference).~~August 12, 2020)
2.3		~~Share Purchase~~Amendment No. 1 To Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated ~~as of November 20, 2015,~~December 18, 2020, by and among Ameri, ~~Holdings,~~Jay Pharma Merger Sub, Inc., ~~Bellsoft,~~Jay Pharma Inc., 1236567 B.C. Unlimited Liability Company and ~~all of~~Barry Kostiner, as the ~~shareholders of Bellsoft, Inc. (filed as~~Ameri representative (incorporated by reference to Exhibit 10.1 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~November 23, 2015 and incorporated herein by reference).~~December 18, 2020)
~~2.4~~3.1		~~Agreement~~Amended and Restated Certificate of ~~Merger and Plan~~Incorporation of ~~Reorganization, dated as of July 22, 2016,~~Enveric Biosciences, Inc. (incorporated by ~~and among Ameri Holdings, Inc., Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso, L.L.C. and~~reference to Exhibit 3.1 to the ~~sole member of Virtuoso, L.L.C. (filed as Exhibit 2.1 to Ameri Holdings, Inc.'s~~Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~July 27, 2016 and incorporated herein by reference).~~January 6, 2021)
~~2.5~~3.2		~~Membership Interest Purchase Agreement, dated as~~Certificate of ~~July 29, 2016,~~Amendment to Amended and Restated Certificate of Incorporation of Enveric Biosciences, Inc. (incorporated by ~~and among Ameri Holdings, Inc., DC&M Partners, L.L.C., all of~~reference to Exhibit 3.2 to the ~~members of DCM, Giri Devanur and Srinidhi "Dev" Devanur (filed as Exhibit 2.1 to Ameri Holdings, Inc.'s~~Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~August 1, 2016 and incorporated herein by reference).~~January 6, 2021)
~~2.6~~3.3		~~Share Purchase Agreement, dated as~~Certificate of ~~March 10, 2017,~~Designations of Series B Preferred Stock of Enveric Biosciences, Inc. (incorporated by ~~and among Ameri Holdings, Inc., ATCG Technology Solutions, Inc., all of~~reference to Exhibit 3.3 to the ~~stockholders of ATCG, and the Stockholders' representative (filed as Exhibit 2.1 to Ameri Holdings, Inc.'s~~Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~March 13, 2017 and incorporated herein by reference).~~January 6, 2021)
~~3.1~~3.4		Amended and Restated ~~Certificate~~Bylaws of ~~Incorporation of Ameri Holdings,~~Enveric Biosciences, Inc. ~~(filed as~~(incorporated by reference to Exhibit ~~3.1~~3.4 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 23, 2016 and incorporated herein by reference).~~January 6, 2021)
~~3.2~~4.1		~~Certificate~~Description of ~~Designation~~Securities *
4.2		Form of ~~Rights and Preferences of 9.00% Series A Cumulative Preferred Stock (filed as~~Pre-Funded Warrant (issued in connection with January 2021 Registered Direct Offering) (incorporated by reference to Exhibit ~~3.1~~4.1 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on January ~~4, 2017 and incorporated herein by reference).~~12, 2021)
~~3.3~~4.3		~~Amended and Restated Bylaws~~Form of ~~Ameri Holdings, Inc. (filed as~~Warrant (issued in connection with January 2021 Registered Direct Offering) (incorporated by reference to Exhibit ~~3.2~~4.2 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 23, 2016 and incorporated herein by reference).~~January 12, 2021)
~~4.1~~4.4		Form of ~~Certificate Representing Shares of common stock of Registrant (filed as~~Warrant (issued in connection with February 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.1 to ~~Ameri Holdings, Inc.'s Registration Statement on Form S-8 filed with~~ the ~~SEC on December 17, 2015 and incorporated herein by reference).~~
~~4.2~~		~~Form of common stock Purchase Warrant issued by Ameri Holdings, Inc. to Lone Star Value Investors, LP, dated May 26, 2015 (filed as Exhibit 4.1 to Ameri Holdings, Inc.'s~~Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 1, 2015 and incorporated herein by reference).~~
~~4.3~~		common stock Purchase Warrant, dated May 12, 2016, issued by Ameri Holdings, Inc. to Lone Star Value Investors, LP, dated May 12, 2016 (filed as Exhibit 4.3 to Ameri Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016 and incorporated herein by reference).
~~4.4~~		Amended and Restated Registration Rights Agreement, dated May 12, 2016, by and between Ameri Holdings, Inc. and Lone Star Value Investors, LP (filed as Exhibit 10.3 to Ameri Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016 and incorporated herein by reference).February 11, 2021)
4.5		Form of ~~8% Convertible Unsecured~~Series B Warrant *
10.1		Secured Promissory Note, ~~due March~~dated January 10, 2020, ~~(filed as~~by and between Alpha Capital Anstalt and Jay Pharma Inc.*
10.2		Amendment No. 1 to Secured Promissory Note, dated May 6, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*
10.3		Amendment No. 2 to Secured Promissory Note, dated June 23, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*
10.4		Amendment No. 3 to Secured Promissory Note, dated August 12, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*
10.5		Securities Purchase Agreement, dated January 10, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*
10.6		Amendment No. 2 to Securities Purchase Agreement, dated July 2, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*
10.7		Amendment No. 3 to Securities Purchase Agreement, dated August 12, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

10.8		Assignment and Assumption Agreement (Non-U.S. GVHD Sublicense), dated January 10, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc. and Tikun Olam IP Ltd.*
10.9		Amendment No. 1 to Assignment and Assumption Agreement (Non-U.S. GVHD Sublicense), dated August 12, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc. and Tikun Olam IP Ltd.*
10.10		Amendment No. 2 to Assignment and Assumption Agreement (Non-U.S. GVHD Sublicense and Skincare), dated October 2, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc. and Tikun Olam IP Ltd.*
10.11		Assignment and Assumption Agreement (U.S. GVHD Sublicense and Skincare), dated January 10, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc. and TO Pharmaceuticals USA LLC*
10.12		Amendment No. 1 to Assignment and Assumption Agreement (U.S. GVHD Sublicense and Skincare), dated August 12, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc. and TO Pharmaceuticals USA LLC*
10.13		Amendment No. 2 to Assignment and Assumption Agreement (U.S. GVHD Sublicense and Skincare), dated October 2, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc. and TO Pharmaceuticals USA LLC*
10.14		License Agreement, dated January 10, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.*
10.15		Amendment No. 1 to License Agreement, dated August 12, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.*
10.16		Amendment No. 2 to License Agreement, dated October 2, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.*
10.17†		Employment Agreement, dated January 10, 2020, by and between the Company and David Johnson (incorporated by reference to Exhibit ~~10.2~~10.1 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~March 8, 2017 and incorporated herein by reference).~~January 6, 2021)
~~4.6~~10.18†		~~Form of Registration Rights~~Employment Agreement, ~~for 2017 Notes Investors (filed as~~dated December 2, 2020, by and between the Company and Avani Kanubaddi (incorporated by reference to Exhibit ~~10.3~~10.2 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~March 8, 2017 and incorporated herein by reference).~~January 6, 2021)
~~4.7~~10.19†		~~Form of 6% Unsecured Promissory Note (filed as~~Employment Agreement, dated December 22, 2020, by and between the Company and Robert Wilkins (incorporated by reference to Exhibit ~~10.1~~10.3 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~March 13, 2017 and incorporated herein by reference).~~January 6, 2021)

~~- 49 -~~

~~10.1~~10.20		~~Securities Purchase~~Consulting Agreement, dated ~~as of May 26, 2015,~~December 29, 2020, by and between ~~Ameri Holdings, Inc.~~the Company and ~~Lone Star Value Investors, LP. (filed as~~Barry Kostiner (incorporated by reference to Exhibit ~~10.1~~10.4 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 1, 2015 and incorporated herein by reference).~~January 6, 2021)
~~10.2~~10.21		~~Employment Agreement, dated as of May 26, 2015, between Giri Devanur and Ameri Holdings,~~Enveric Biosciences, Inc. ~~(filed as~~2020 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit ~~10.4~~10.5 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 1, 2015 and incorporated herein by reference).~~January 6, 2021)
~~10.3~~10.22		~~Employment~~Form of RSU Award Agreement ~~dated as of May 26, 2015, between Srinidhi "Dev" Devanur and Ameri Holdings, Inc. (filed as~~(incorporated by reference to Exhibit ~~10.5~~10.6 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 1, 2015 and incorporated herein by reference).~~January 6, 2021)
~~10.4~~10.23		Form of ~~Indemnification Agreement. (filed as~~Securities Purchase Agreement, dated January 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit ~~10.6~~10.1 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 1, 2015 and incorporated herein by reference).~~January 12, 2021)
~~10.5~~10.24		Form of ~~Option Grant Letter. (filed as~~Registration Rights Agreement, dated January 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit ~~10.7~~10.2 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 1, 2015 and incorporated herein by reference).~~January 12, 2021)
~~10.6~~10.25		~~2015 Equity Incentive Award Plan. (filed as~~Letter Agreement, dated January 11, 2021, by and between the Company and Alpha Capital Anstalt (incorporated by reference to Exhibit ~~10.8~~10.3 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~June 1, 2015 and incorporated herein by reference).~~January 12, 2021)
10.7*10.26		Form of ~~Restricted Stock Unit Agreement (filed as Exhibit 10.1 to Ameri Holdings, Inc.'s Quarterly Report on Form 8-K filed with the SEC on November 23, 2015 and incorporated herein by reference).~~
~~10.8~~		Securities Purchase Agreement, dated ~~as of April 20, 2016,~~February 9, 2021, by and ~~between Ameri Holdings, Inc.~~among the Company and ~~Dhruwa N. Rai (filed as~~the purchasers thereto (incorporated by reference to Exhibit 10.1 to ~~Ameri Holdings, Inc.'s~~the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~April 21, 2016 and incorporated herein by reference).~~February 11, 2021)
~~10.9~~10.27		~~Loan and Security~~Form of Registration Rights Agreement, dated ~~as of July 1, 2016,~~February 9, 2021, by and among ~~Ameri~~the Company and ~~Partners Inc, BellSoft, Inc., Ameri Holdings, Inc., Linear Logics, Corp., Winhire Inc, Giri Devanur,~~ the ~~lenders which become a party~~purchasers thereto (incorporated by reference to Exhibit 10.2 to the ~~Loan and Security Agreement, and Sterling National Bank, N.A. (a lender and as agent for the lenders) (filed as Exhibit 10.1 to Ameri Holdings, Inc.'s~~Company’s Current Report on Form 8-K, filed with the ~~SEC~~Commission on ~~July 7, 2016 and incorporated herein by reference).~~February 11, 2021)
~~10.1~~21.1		Exchange Agreement, dated as of December 30, 2016, between Ameri Holdings, Inc. and Lone Star Value Investors, LP (filed as Exhibit 10.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on January 4, 2017 and incorporated herein by reference).Subsidiaries*
~~10.11~~23.1		~~Form~~Consent of Securities Purchase Agreement for 2017 Notes Investors (filed as Exhibit 10.1 to Ameri Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference).independent registered public accountant.*
21.1*31.1		~~List of Subsidiaries.~~
23.1*		~~Consent of Ram Associates, CPA.~~
31.1*		Certification pursuant to Section 302 ~~Certification~~of the Sarbanes–Oxley Act of 2002 of Principal Executive ~~Officer~~Officer*
31.2*31.2		Certification pursuant to Section 302 ~~Certification~~of the Sarbanes–Oxley Act of 2002 of Principal Financial and Accounting ~~Officer~~Officer*
32.1**32		Certification pursuant to Section 906 ~~Certification~~of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer,
32.2**		~~Section 906 Certification of~~ Principal Financial and Accounting ~~Officer~~Officer*
101*101.INS		~~The following materials from Ameri Holdings, Inc.'s Annual Report on Form 10-K for the twelve months ended December 31, 2016 are formatted in~~ XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Stockholders' Equity (Deficit), (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to the Consolidated Financial Statements.Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

*		Filed herewith.
†		Denotes management contract.

In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

~~- 50 -~~SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of ~~the~~ Section 13 ~~or 15~~ or 15(d) of the ~~Securities~~ Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly ~~authorized on the 31st day of March 2017.~~

authorized.

	~~AMERI Holdings, Inc.~~ ENVERIC BIOSCIENCES, INC
April 1, 2021

	By:	/s/ ~~Giri Devanur~~David Johnson
		~~Giri Devanur~~David Johnson
		President and Chief Executive Officer (Principal Executive Officer)

	~~By:~~	~~/s/ Carlos Fernandez~~
		~~Carlos Fernandez~~
		~~Executive Vice President –Corporate Development and~~ ~~Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)~~

~~KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint jointly and severally, Giri Devanur and Carlos Fernandez, or either~~

Pursuant to the requirements of ~~them, with full power of substitution and full power to act without~~ the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any or all amendments thereto (including without limitation any post-effective amendments hereto), and any Registration Statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, and to file each of the same, with all exhibits thereto, and other documents in connection therewith or herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

~~In accordance with the Securities~~ Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ ~~Jeffrey E. Eberwein~~ David Johnson	~~Chairman of the Board~~Chief Executive Officer and Chairman	April 1, 2021
David Johnson	(Principal Executive Officer)

/s/ John Van Buiten	Chief Financial Officer	April 1, 2021
John Van Buiten	(Principal Financial and Accounting Officer)

/s/ George Kegler	Director	~~March 31, 2017~~April 1, 2021
~~Jeffrey E. Eberwein~~George Kegler

/s/ ~~Srinidhi Devanur~~ Sol Mayer	~~Executive Vice Chairman of the Board and~~ Director	~~March 31, 2017~~April 1, 2021
~~Srinidhi Devanur~~Sol Mayer

/s/ ~~Giri Devanur~~ Marcus Schabacker	~~President and Chief Executive Officer~~Director	~~March 31, 2017~~April 1, 2021
~~Giri Devanur~~Marcus Schabacker

/s/ ~~Carlos Fernandez~~	~~Executive Vice President – Corporate Development and~~	~~March 31, 2017~~
~~Carlos Fernandez~~	~~Interim Chief Financial Officer~~

~~/s/ Dimitrios J. Angelis~~ Douglas Lind	Director	~~March 31, 2017~~April 1, 2021
~~Dimitrios J. Angelis~~

~~/s/ Dr. Arthur M. Langer~~	~~Director~~	~~March 31, 2017~~
~~Dr. Arthur M. Langer~~

~~/s/ Robert G. Pearse~~	~~Director~~	~~March 31, 2017~~
~~Robert G. Pearse~~

~~/s/ Venkatraman Balakrishnan~~	~~Director~~	~~March 31, 2017~~
~~Venkatraman Balakrishnan~~

~~/s/ Dhruwa N. Rai~~	~~Director~~	~~March 31, 2017~~
~~Dhruwa N. Rai~~
Douglas Lind

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

TABLE OF CONTENTS

Report of Independent Registered Accounting Firm	F-1
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Shareholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to the Consolidated Financial Statements	F-7

~~- 51 -~~

REPORT OF INDEPENDENT REGISTERED ~~PUBLIC~~ ACCOUNTING FIRM

~~The~~

To the Stockholders and Board of Directors of

Enveric Biosciences, Inc. and ~~Stockholders~~

~~AMERI Holdings, Inc.~~

Subsidiary

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ~~AMERI Holdings,~~Enveric Biosciences, Inc. and Subsidiary (the ~~"Company"~~“Company”) as of December 31, ~~2016~~2020 and ~~2015 and~~2019, the related consolidated statements of operations and comprehensive ~~income (loss), stockholders'~~loss, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, ~~2016~~2020, and ~~2015. AMERI Holdings, Inc.'s management is responsible~~the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for ~~these~~each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial ~~statements.~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~these consolidated~~the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material ~~misstatement.~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our~~As part of our audits, ~~included consideration~~we are required to obtain an understanding of internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the ~~Company's~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. ~~An audit includes~~

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. ~~An audit~~Our audits also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value of Common Stock Used in the Purchase of Intangible Assets

As discussed in Note 5 to the financial statements, on October 2, 2020, the Company purchased skincare assets for an aggregate purchase price of $1,944,689, which included cash consideration of $44,413 and the issuance of common stock, which was valued at $1,900,546. At the time of the transaction, the Company was a private company.

The valuation of private company common stock requires significant judgment in weighting the various indicators of fair value. The principals and considerations to be applied include:

●	Indicators of value are those comparable transactions between informed, willing, buyers and sellers;
●	Comparable transaction must be orderly and not in a distressed situation;
●	Maximize the weight of observable inputs, where possible;
●	Securities issued as the indicator of value must be similar or identical to the securities being valued;
●	Timing of comparable transactions must be close to the valuation date
●	Consideration as to whether the valuation of the technology is more indicative of the fair value of the assets acquired in comparison to the consideration paid.

Due to the significance of the intangible assets to the Company’s financial statements and the inherent judgment necessary to estimate the valuation of the common stock, we determined that the fair value of common stock used in the purchase of intangible assets was a critical audit matter, which required significant auditor judgment and specialized skill and knowledge.

How the Critical Audit Matter Was Addressed in the Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial ~~statements referred~~statements. These procedures included, but were not limited to, ~~above present fairly,~~the following:

●	We evaluated management’s process for the selection of the valuation methodology and the methods and significant assumptions used by management;

●	With the assistance of our valuation specialists, we evaluated the reasonableness of the valuation methodology used;

●	We evaluated the reasonableness of the inputs subject to assumptions and verified the accuracy and completeness of those inputs to the underlying transaction data utilized in the valuation of the common stock and verified; and

●	We performed sensitivity analyses of the significant assumptions used in the valuation model to evaluate the change in fair value resulting from changes in the significant assumptions.

/s/ Marcum LLP
Marcum LLP

We have served as the Company’s auditor since 2018.

New York, NY

April 1, 2021

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	As of December 31,
		2020			2019
Assets
Current assets:
Cash	$	1,578,460		$	43,714
Prepaid expenses and other current assets		700,710			65,075
Total current assets		2,279,170			108,789

Intangible assets		1,817,721			-
Total assets	$	4,096,891		$	108,789

Liabilities and Shareholders’ Equity (Deficit)

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	681,250		$	1,157,645
Advance from related party		-			22,409
Notes payable		-			446,415
Convertible notes payable		-			293,921
Total liabilities		681,250			1,920,390

Commitments and Contingencies (Note 6)

Shareholders’ Equity (Deficit)
Preferred Stock, $0.01 par value, 20,000,000 shares authorized, 3,275,407 and 262,500 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively		32,754			2,625
Common stock, $0.01 par value, 100,000,000 shares authorized, 10,095,109 and 5,311,414 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively		100,951			53,114
Additional paid-in capital		15,222,770			3,039,163
Accumulated deficit		(11,759,557	)		(4,894,881	)
Accumulated other comprehensive loss		(181,277	)		(11,622	)
Total shareholders’ equity (deficit)		3,415,641			(1,811,601	)
Total liabilities and shareholders’ equity (deficit)	$	4,096,891		$	108,789

The accompanying notes are in ~~all material respects,~~integral part of these consolidated financial statements

F-3

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the Years Ended December 31,
	2020			2019

General and administrative expenses	$	5,443,234		$	2,296,534
Research and development		174,083			-
Loss from operations		(5,617,317	)		(2,296,534	)

Other expense
Extinguishment of note payable		-			32,316
Interest expense		445,250			81,823
Inducement expense		802,109			-
Total other expense		1,247,359			114,139

Net loss		(6,864,676	)		(2,410,673	)

Other comprehensive loss
Foreign exchange loss		(169,655	)		(6,667	)

Comprehensive loss	$	(7,034,331	)	$	(2,417,340	)

Net loss per share - basic and diluted	$	(1.19	)	$	(0.46	)

Weighted average shares outstanding, basic and diluted		5,753,598			5,287,145

The accompanying notes are in integral part of these consolidated financial statements

F-4

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECMEBER 31, 2020 AND 2019

																Accumulated
	Series B Preferred Stock						Common Stock				Additional		Accumulated			Other Comprehensive
	Shares			Amount			Shares		Amount		capital		Deficit			Loss			Total
Balance as of January 1, 2019		262,500		$	2,625			5,262,042	$	52,620	$	2,368,464	$	(2,484,208	)	$	(4,955	)	$	(65,454	)

Common stock issued for services		-			-			38,116		381		88,084		-			-			88,465
Warrants issued in conjunction with notes payable		-			-			-		-		24,875		-			-			24,875
Shares issued in connection with note extension		-			-			11,256		113		22,153		-			-			22,266
Stock based compensation - stock options		-			-			-		-		535,587		-			-			535,587
Foreign exchange loss		-			-			-		-		-		-			(6,667	)		(6,667	)
Net loss		-			-			-		-		-		(2,410,673	)		-			(2,410,673	)

Balance as of December 31, 2019		262,500		$	2,625			5,311,414	$	53,114	$	3,039,163	$	(4,894,881	)	$	(11,622	)	$	(1,811,601	)

Balance as of January 1, 2020		262,500		$	2,625			5,311,414	$	53,114	$	3,039,163	$	(4,894,881	)	$	(11,622	)	$	(1,811,601	)

September 2020 private placement		-			-			36,871		369		227,131		-			-			227,500
December 2020 private placement		221,225			2,212			-		-		258,288		-			-			260,500
Acquisition of Tikkun Pharma IP		-			-			571,987		5,720		1,894,826		-			-			1,900,546
Alpha financing and conversion of Alpha Note, including Palladium shares		3,041,682			30,417			402,988		4,030		4,781,742		-			-			4,816,189
Exchange of warrants for common shares		-			-			330,122		3,301		838,577		-			-			841,878
Conversion of related party advance and notes payable		-			-			512,978		5,130		674,439		-			-			679,569
Common stock issued for accounts payable		-			-			433,047		4,330		752,193		-			-			756,523
Warrants issued in conjunction with notes payable		-			-			-		-		32,149		-			-			32,149
Beneficial conversion feature issued with note payable		-			-			-		-		17,851		-			-			17,851
Common stock issued in conjunction with note payable modification		-			-			21,625		216		101,497		-			-			101,713
Stock option expense		-			-			-		-		1,977,155		-			-			1,977,155
Conversion of Series B preferred stock to common stock		(250,000	)		(2,500	)		250,000		2,500		-		-			-			-
Merger with Ameri Holdings, Inc.					-			2,224,077		22,241		627,759		-			-			650,000
Foreign exchange loss		-			-			-		-		-		-			(169,655	)		(169,655	)
Net loss		-			-			-		-		-		(6,864,676	)					(6,864,676	)

Balance as of December 31, 2020		3,275,407		$	32,754			10,095,109	$	100,951	$	15,222,770	$	(11,759,557	)	$	(181,277	)	$	3,415,641

The accompanying notes are in integral part of these consolidated financial statements

F-5

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2020			2019
Cash Flows From Operating Activities:
Net loss	$	(6,864,676	)	$	(2,410,673	)
Adjustments to reconcile net loss to cash used in operating activities:
Extinguishment of note payable		-			32,316
Accrued interest		156,619			13,684
Amortization of debt discount		288,631			68,453
Stock-based compensation		1,977,155			624,052
Inducement expense		802,109			-
Amortization of intangible assets		120,872			-
Change in operating assets and liabilities:
Prepaid expenses and other current assets		(636,497	)		104,340
Accounts payable and accrued liabilities		267,002			919,968
Net cash used in operating activities		(3,888,785	)		(647,860	)

Cash Flows From Investing Activities:
Purchase of Tikkun Pharma license agreement		(44,143	)		-
Net cash used in investing activities		(44,143	)		-

Cash Flows From Financing Activities:
Proceeds from convertible notes payable		50,000			300,000
Proceeds from note payable, net of offering costs		1,812,410			238,000
Advances from related party		-			22,000
Offering and Reverse Merger proceeds		3,372,500			-
September 2020 private placement		227,500			-
December 2020 private placement		260,500			-
Repayment of note payable		(191,640	)		-
Net cash provided by financing activities		5,531,270			560,000

Effect of foreign exchange rate on cash		(63,596	)		17,903

Net increase (decrease) in cash		1,534,746			(69,957	)
Cash - beginning of period		43,714			113,671
Cash - end of period	$	1,578,460		$	43,714

Supplemental non-cash financing activities:

Beneficial conversion feature issued with note payable	$	17,851		$	-
Warrants issued in conjunction with notes payable	$	32,149		$	24,875
Common stock issued for accounts payable	$	756,523		$	-
Common stock issued in conjunction with note payable modification	$	101,713		$	22,266
Notes payable issued to consultant for prepaid services	$	-		$	150,000
Conversion of related party advances and notes payable into common stock	$	679,569		$	-
Common stock issued for skincare license	$	1,900,546		$	-

The accompanying notes are in integral part of these consolidated financial statements

F-6

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Business

Nature of operations

Enveric Biosciences, Inc. (“Enveric Biosciences, Inc.”, “Enveric” or the ~~financial position~~“Company”) (formerly known as Ameri Holdings, Inc.) (“Ameri”) is a pharmaceutical company developing innovative, evidence-based cannabinoid medicines. The head office of the Company is located in Naples, Florida.

On January 10, 2020, the Company entered into an Amalgamation Agreement (as amended on May 6, 2020), (the “Amalgamation Agreement”) with Jay Pharma Merger Sub, Inc., a company organized under the laws of Canada and a wholly owned subsidiary of the Company (“Merger Sub”), Jay Pharma Inc., a company organized under the laws of Canada (“Jay Pharma”), Jay Pharma ExchangeCo., Inc. a company organized under the laws of British Columbia and a wholly owned subsidiary of the Company (“ExchangeCo”), and Barry Kostiner, as the Company Representative, which provided that, among other things, Merger Sub and Jay Pharma would be amalgamated and would continue as one corporation (“Amalco”), with Amalco continuing as a direct wholly owned subsidiary of ExchangeCo and an indirect wholly owned subsidiary of Ameri, on the terms and conditions set forth in the Amalgamation Agreement. On August 12, 2020, the Company, Jay Pharma and certain other signatories thereto entered into a tender agreement (the “Tender Agreement”), which provided that, among other things, Ameri would make a tender offer (the “Offer”) to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Enveric common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma would become a wholly-owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement. The Tender Agreement terminated and replaced in its entirety the Amalgamation Agreement. On December 30, 2020, the Company, Jay Pharma, Merger Sub, and ExchangeCo consummated the Tender Agreement and Jay Pharma became a wholly owned subsidiary of the Company. The transaction was treated as a reverse acquisition and recapitalization and accordingly, the historical financial statements prior to the date of the Business Combination in these consolidated financial statements are those of Jay Pharma. The transaction is further described in Note 7.

COVID-19

In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the United States. As the COVID-19 continues to spread in the United States, the Company may experience disruptions that could severely impact the Company. The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States to contain and treat the disease. The Company is in process of monitoring COVID-19’s potential impact on the Company’s operations.

Note 2 – Liquidity

The Company has incurred continuing losses from its operations and as of December 31, ~~2016~~2020, had an accumulated deficit of $11,759,557 and ~~2015~~working capital of $1,597,920. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity.

On January 14, 2021, the ~~results~~Company completed a registered direct offering of 2,221,458 shares of common stock at approximately $4.50 per share for gross proceeds of approximately $10,000,000. On February 11, 2021, the Company completed a registered direct offering of 3,007,026 shares of common stock for gross proceeds of approximately $12.8 million. As of March 30, 2021, the Company had cash on hand of approximately $22.9 million.

The Company believes that, as a result of these transactions, it currently has sufficient cash and financing commitments to meet its funding requirements. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through one year from the issuance of these financial statements and therefore substantial doubt has been alleviated. Notwithstanding, the Company expects that it will need to raise additional financing to accomplish its development plan over the next several years. The Company will require additional funding through debt or equity financing in the future. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its ~~operations~~planned development, which could impact its financial condition and ~~its cash flows for each~~operating results.

F-7

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 – SUMMARY OF Significant Accounting Policies

Basis of ~~the two years~~Presentation

The accompanying consolidated financial statements have been prepared in ~~the period ended December 31, 2016~~accordance and ~~2015,~~ in conformity with the accounting principles generally accepted in the United States of ~~America.~~

~~/s/ Ram Associates~~

~~Ram Associates~~

~~Hamilton, NJ~~

~~March 30, 2017~~

~~F-1~~

~~AMERI HOLDINGS, INC.~~

~~AUDITED CONDENSED CONSOLIDATED BALANCE SHEETS~~

December 31,
2016

December 31,
2015

Assets
Current assets:
Cash and cash equivalents $ 1,379,887 $ 1,878,034
Accounts receivable 8,059,910 4,872,082
Investments 82,908 82,908
Other current assets 542,237 343,809
Total current assets 10,064,942 7,176,833

Other assets:
Property and equipment, net 100,241 73,066
Intangible assets, net 8,764,704 3,114,513
Acquired goodwill 17,089,076 3,470,522
Deferred income tax assets, net 3,488,960 -
Total other assets 29,442,981 6,658,101
Total assets $ 39,507,923 $ 13,834,934

Liabilities and Stockholders' Equity
Current liabilities:
Line of credit 3,088,890 1,235,935
Accounts payable 5,130,817 2,597,385
Other accrued expenses 2,165,088 1,093,814
Current Portion - Long Term Notes 405,376
Consideration payable - Cash 1,854,397 3,649,267
Consideration payable - Equity 64,384 -
Total current liabilities 12,708,952 8,576,401

Long term liabilities:
Convertible notes - 5,000,000
Long-term notes – Net of Current Portion 1,536,191 -
Long-term consideration payable - Cash 2,711,717 -
Long-term consideration payable - Equity 10,887,360 -
Total Long-term Liabilities 15,135,268 5,000,000
Total liabilities 27,844,220 13,576,401

Stockholders' equity:
Preferred stock, $0.01 par value; 1,000,000 authorized, 363,611 issued and outstanding as of December 31, 2016, and none outstanding as of December 31, 2015 3,636 -
Common stock, $0.01 par value; 100,000,000 shares authorized, 13,885,972 and 11,874,361 issued and outstanding as of December 31, 2016, and December 31, 2015, respectively 138,860 118,743
Additional paid-in capital 15,358,839 1,192,692
Accumulated deficit (3,833,588 ) (1,052,902 )
Accumulated other comprehensive income (loss) (7,426 ) -
Non-Controlling Interest 3,382 -
Total stockholders' equity 11,663,703 258,533
Total liabilities and stockholders' equity $ 39,507,923 $ 13,834,934

~~See notes to~~America (“U.S. GAAP”) and the ~~audited condensed consolidated financial statements.~~

~~F-2~~

~~AMERI HOLDINGS, INC.~~

~~AUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~

Twelve Months
Ended
December 31,

2016 2015

Net revenue $ 36,145,589 $ 20,261,172
Cost of revenue 29,608,932 13,391,504
Gross profit 6,536,657 6,869,668

Operating expenses:
Selling and marketing 417,249 119,847
General and administration 8,552,966 5,721,633
Nonrecurring expenditures 1,585,136 1,655,962
Depreciation and amortization 1,361,169 166,208
Operating expenses 11,916,520 7,663,650
Operating income (loss): (5,379,863 ) (793,982 )

Interest expense (751,074 ) (238,471 )
Interest income/other income - 89,918
Other income 16,604 -
Change due to estimate correction (410,817 ) -
Total other income (expenses) (1,145,287 ) (148,553 )
Net income (loss) before income taxes
(6,525,150 ) (942,535 )
Income tax benefit (provision)
3,747,846 128,460
Net income (loss) (2,777,304 ) (814,075 )
Non-controlling interest (3,382 ) -
Net income (loss) attributable to the Company (2,780,686 ) (814,075 )

Foreign exchange translation adjustment
(7,426 ) -

Comprehensive income (loss)
$ (2,788,112 ) (814,075 )

Basic income (loss) per share $ (0.21 ) $ (0.07 )
Diluted income (loss) per share $ (0.21 ) $ (0.07 )

Basic weighted average number of shares 13,068,597 11,101,198
Diluted weighted average number of shares 13,068,597 11,101,198

~~See notes to the audited condensed consolidated financial statements.~~

~~F-3~~

~~AMERI HOLDINGS, INC.~~
~~CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY~~
~~FROM MARCH 31, 2015 TO DECEMBER 31, 2016~~

Common Stock
Preferred Stock

Shares Par Value at $0.01 Shares Par Value at $0.01
Additional
paid-in
capital

Other
Comprehensive income (loss)

Accumulated
deficit

Non-Controlling Interests

Total
stockholders'
equity

Balance at March 31, 2015 9,992,828 $ 99,928 -
-
$ 35,072 $ - $ 837,856 $ 972,856
Issuance of capital for services 566,487 5,665 49,460 - - 55,125
Issuance of capital for board services 203,935 2,039 - - - 2,039
Recapitalization on May 26, 2015 875,816 8,758 (31,401 ) - - (22,643 )
Issuance of shares for acquisition 235,295 2,353 997,651 - - 1,000,004
Equity adjustments for business combinations - - - - - -
Stock, Option, RSU and Warrant Expense - - 141,910 - - 141,910
Net Loss - - - - (1,890,758 ) (1,890,758 )
Balance at December 31, 2015 11,874,361 $ 118,743 -
-
$ 1,192,692 $ - $ (1,052,902 ) $ 258,533
Common stock issued 500,000 5,000 2,995,000 - - 3,000,000
Conversion of notes into preferred shares 363,611 $ 3,636 5,121,364 5,125,000
Conversion of warrants into common shares 1,111,111 11,111 1,988,889 - - 2,000,000
Issuance of shares for acquisition 400,500 4,006 2,603,247 - - 2,607,253
Stock, Option, RSU and Warrant Expense - - 1,457,647 - - 1,457,647
Non-Controlling Interests Net Income
3,382
3,382
Accumulated other comprehensive income (loss) (7,426 ) (7,426 )
Net Loss - - - - (2,780,686 ) (2,780,686 )
Balance at December 31, 2016 13,885,972 $ 138,860 363,611 $ 3,636 $ 15,358,839 $ (7,426 ) $ (3,833,588 ) $ 3,382 $ 11,663,703

~~See notes to the audited condensed consolidated financial statements.~~

~~F-4~~

~~AMERI HOLDINGS, INC.~~

~~AUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~FOR~~ ~~THE~~ ~~PERIODS ENDED DECEMBER 31, 2016 and 2015~~

Twelve Months
Ended
December 31,

2016 2015

Cash flow from operating activities
   Net income/(loss) $ (2,780,686 ) $ (814,075 )
   Adjustment to reconcile income/(loss) to net cash used in operating activities
     Depreciation and amortization 1,361,169 166,284
     Provision for doubtful debts/ (written back), net - 410,712
   Accrued interest on convertible notes 125,000 -
     Change due to estimate correction 410,817 -
     Stock, option, restricted stock unit and warrant expense 1,457,647 141,910
     Deferred income taxes, net (3,488,960 ) -
     Foreign exchange translation adjustment (7,426 ) -
Changes in assets and liabilities:
Increase (decrease) in:
   Accounts receivable (3,187,828 ) (3,548,324 )
   Other current assets (198,428 ) (169,549 )
Increase (decrease) in:
   Accounts payable and accrued expenses 3,604,706 (89,586 )
Net cash used in operating activities (2,703,989 ) (3,902,628 )
Cash flow from investing activities
   Purchase of intangible and fixed assets (3,688,996 ) (70,782 )
   Acquisition consideration payable (2,903,066 ) (1,765,549 )
Net cash used in investing activities (6,592,062 ) (1,836,331 )
Cash flow from financing activities
   Proceeds from loan funds 3,794,522 6,235,935
   Non-Controlling Interests Net Income 3,382 -
   Additional stock issued 5,000,000 -
Net cash provided by financing activities 8,797,904 6,235,935
Net increase (decrease) in cash and cash equivalents (498,147 ) 496,976
Cash and cash equivalents as at beginning of the year 1,878,034 1,381,058
Cash at the end of the year $ 1,379,887 $ 1,878,034

SUPPLEMENTAL DISCLOSURES:
   Cash paid during the period for:
       Interest $ 362,792 $ 238,471
       Taxes $ - $ -

~~See notes to the audited condensed consolidated financial statements.~~

~~F-5~~

~~AMERI HOLDINGS, INC.~~

~~NOTES TO AUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2016~~

~~NOTE 1. ORGANIZATION:~~

~~AMERI Holdings, Inc. ("AMERI", the "Company", "we" or "our") is a fast-growing company that, through the operations of its twelve subsidiaries, provides SAP~~^TM ~~cloud and digital enterprise services to clients worldwide.~~ Headquartered in Princeton, New Jersey, we typically go to market both vertically by industry and horizontally by product/technology specialties and provide our customers with a wide range of business and technology offerings. We work with customers, primarily within North America, to improve process, reduce costs and increase revenue through the judicious use of technology.

~~NOTE 2. BASIS OF PRESENTATION:~~

~~The accompanying audited condensed consolidated financial statements have been prepared by AMERI pursuant to the~~applicable rules and regulations of the Securities and Exchange Commission (the ~~"SEC"~~“SEC”) regarding ~~annual~~consolidated financial ~~reporting. Certain information and note disclosures normally included in annual~~information.

Use of Estimates

The preparation of financial statements ~~prepared~~ in ~~accordance~~conformity with ~~accounting principles generally accepted~~U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving common stock and the valuation of stock-based compensation. Actual results could differ from those estimates.

Foreign Currency Translation

The reporting currency of the Company is the United States dollar. The financial statements of ~~America~~companies located outside of the U.S. are measured in their functional currency, which is the local currency. The functional currency of the Company is the Canadian dollar. Monetary assets and liabilities are translated using public exchange rates at the balance sheet date. Income and expense items are translated using average monthly exchange rates. Shareholders’ equity accounts and non-monetary assets are translated at their historical exchange rates. Translation adjustments are included in accumulated other comprehensive loss in the accompanying balance sheets.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019.

Intangibles

The Company has finite-lived intangible assets. Finite-lived intangible assets are amortized over their estimated useful lives. Research and development costs are expensed as incurred. Following initial recognition of the finite-lived intangible asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when the asset is available for use. Amortization is recorded in general and administrative expenses on the Company’s consolidated statement of operations. The Company periodically reviews its owned intangible assets for recoverability.

Impairment of Long Term Assets

The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. An impairment charge is recognized when the asset’s carrying value exceeds its net undiscounted future cash flows and its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value.

Leases

On February 25, 2016, FASB issued ASU 2016-02, Leases (Topic 842). This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. On January 1, 2020, the Company adopted this ASU, which did not have a material impact on the Company’s financial position and results of operations.

Income Taxes

The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management’s opinion, adequate provisions for income taxes have been ~~omitted~~made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2020 and December 31, 2019, no liability for unrecognized tax benefits was required to be recorded.

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 – SUMMARY OF Significant Accounting Policies, continued

Income Taxes, continued

The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of operating expenses. There were no amounts accrued for penalties and interest for the years ended December 31, 2020 and 2019. The Company does not expect its uncertain tax positions to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

The Company has identified its United States and Canadian federal tax return, its state and provincial tax returns in Florida and Ontario, CA as its “major” tax jurisdictions. The Company is in the process of filing its corporate tax returns for the years ended December 31, 2020 and December 31, 2019. Net operating losses for these periods will not be available to reduce future taxable income until the returns are filed.

Stock-Based Compensation

The Company follows Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation, which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the more readily measurable of the estimated fair value of the stock award and the estimated fair value of the service. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of stock-based awards under ASC 718. The estimated fair value is amortized as a charged to earnings on a straight-line basis depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in line with the period over which it was earned. For employees and consultants, this is typically considered to be the vesting period of the award. The Company estimates the expected forfeitures and updates the valuation accordingly.

Net Loss per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method) and convertible notes. The computation of basic net loss per share for the years ended December 31, 2020 and 2019 excludes potentially dilutive securities. The computations of net loss per share for each period presented is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

	For the year ended December 31, 2020		For the year ended December 31, 2019
Warrants to purchase shares of common stock		3,251,406		303,891
Convertible notes		-		55,306
Series B Preferred Stock		3,275,407		262,500
Options to purchase shares of common stock		929,765		797,373
Total potentially dilutive securities		7,456,578		1,419,070

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value

The carrying value of the Company’s financial instruments, including cash and accounts payable, notes payable and convertible notes payable, approximate fair value because of the short-term nature of such financial instruments.

F-9

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 – SUMMARY OF Significant Accounting Policies, continued

Subsequent Events

The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any

subsequent events that would have required adjustment to or disclosure in the financial statements.

NOTE 4 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

As of December 31, 2020 the Company had no notes payable or convertible notes payable.

As of December 31, 2019, the Company’s notes payable and convertible notes payable consisted of the following:

	Gross		Discount			Net
February 2019 Note	$	66,000	$	-		$	66,000
March 2019 Note		150,000		-			150,000
April 2019 Convertible Notes		300,000		(6,079	)		293,921
July 2019 Note		191,640		(2,700	)		188,940
December 2019 Note		44,000		(2,525	)		41,475
Total	$	751,640		(11,304	)	$	740,336

Notes payable	$	451,640	$	(5,225	)	$	446,415

Convertible notes payable	$	300,000	$	(6,079	)	$	293,921

For the years ended December 31, 2020 and 2019, interest expense and amortization of debt discount consisted of the following:

	For the Year Ended December 31,
	2020						2019
	Interest Expense		Amortization of Debt Discount		Total		Interest Expense		Amortization of Debt Discount		Total
February 2019 Note	$	-	$	3,840	$	3,840	$	-	$	6,000	$	6,000
April 2019 Convertible Notes		13,970		5,842		19,812		13,370		17,142		30,512
July 2019 Note		53,342		44,704		98,046		-		43,836		43,836
December 2019 Note		-		1,427		1,427		-		1,475		1,475
February 2020 Note		2,545		50,912		53,457		-		-		-
Alpha Note		86,762		181,906		268,668		-		-		-
Total	$	156,619	$	288,631	$	445,250	$	13,370	$	68,453	$	81,823

Notes Payable

On February 7, 2019, the Company received $60,000 in exchange for a promissory note with a director for $66,000, including an original issue discount of $6,000 (the “February 2019 Note”). The note had no stated interest rate and was due on May 8, 2019. The Company amortized the full $6,000 original issue discount in the statement of operations and comprehensive loss through December 31, 2019. On July 21, 2020, the Company converted the February 2019 Note into common stock, as further described in Note 6.

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, CONTINUED

Notes Payable, continued

On February 1, 2019, the Company entered into a consulting agreement with its former executive director. In connection with the consulting agreement, on March 5, 2019, the Company issued a note payable to its former executive director for $150,000 (the “March 2019 Note”). The note had no interest and was due and payable on March 4, 2020. The consulting agreement expired on February 1, 2020. On July 21, 2020, the Company converted the March 2019 Note into common stock, as further described in Note 6.

On July 8, 2019, the Company entered into a note agreement (the “July 2019 Note”) with a limited liability company (the “Lender”). One of the principals of the Lender is the brother of a former member of the Company’s Board of Directors. The Note’s face value was $157,714 and the original issue discount was $19,714 for total gross proceeds of $138,000, implying an interest rate of 12.5% per annum. The Company could, without premium or penalty, at any time and from time to time, prepay all or any portion of the Note. The maturity date of the Note was September 8, 2019. On September 20, 2019, the Company entered into an amendment to the July 2019 Note (the “Amendment”). The Amendment extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) November 7, 2019. On November 21, 2019, the Company entered into an amendment for the July 2019 Note that extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) December 9, 2019. In consideration for this amendment, the Company agreed to pay an aggregate extension fee of $33,926, which was added to the principal balance of the note. On December 9, 2019, the Company entered into an additional amendment for the July 2019 Note that extended the maturity date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) January 7, 2020. The Company also agreed to pay the previously outstanding extension fees of $33,926 on or before March 1, 2020.

On January 8, 2020 the Company entered into an amendment to the July 2019 Note (the “January 8 Amendment”). The January 8 Amendment extended the maturity date for the July 2019 Note until the (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) April 1, 2020. In consideration for the January 8 Amendment, the Company granted 55,000 shares of the Company’s common stock to the Lender. The Company accounted for this amendment as a modification, where the shares paid as a fee were valued at $45,725 and recorded as a discount against the note payable and amortization over the term. On May 6, 2020, the Company entered into an amendment (the “May 2020 Amendment”) whereby both parties agreed to extend the maturity date of the July 2019 Note to September 30, 2020. The Company accounted for this amendment as a modification, as the present value of the future cash flows pre-modification and post-modification were not greater than or equal to 10%. On January 12, 2020, the Company repaid $157,714 of the July 2019 Note. On December 31, 2020 the Company paid the remaining unpaid balance.

On December 12, 2019, the Company received $40,000 in exchange for a promissory note with a lender, including an original issue discount of $4,000 (the “December 2019 Note”). The December 2019 Note bore interest at a rate of ten percent (10%) on its face value per annum. In the case of an event of default, the interest rate would increase to 24% per year. The December 2019 Note matured on January 31, 2020. The promissory note with the lender and the Company was converted into 170,333 shares of common stock on December 30, 2020.

On February 24, 2020, the Company received $50,000 in exchange for a promissory note with a lender (the “February 2020 Note”). The February 2020 Note bore interest at a rate of 10% on its face value per annum. In the case of an event of default, the interest rate would increase to 24% per year. The note matured on July 31, 2020. The February 2020 Note was convertible into the Company’s common stock at any time at a conversion price of $0.38 per share. The Company recorded a beneficial conversion feature of $17,851 and valued the warrants issued (using relative fair value) at $32,149. The Company recorded the total value as a note discount and is amortizing the discount over the term of the February 2020 Note using the effective interest method. The Company valued the beneficial conversion feature and warrants using the following assumptions:

	Beneficial Conversion Feature		Warrants
Stock Price		CAD $ 1.10		CAD $ 1.10
Exercise Price		CAD $ 0.51		CAD $ 0.51
Dividend Yield		N/A		0.00	%
Expected Volatility		N/A		96.0	%
Weighted Average Risk-Free Interest Rate		N/A		2.31
Number of Shares		N/A		130,920
Value (USD)	$	17,851	$	32,149
Term (in years)		N/A		5.0

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, CONTINUED

Notes Payable, continued

On December 30, 2020, the February 2020 Note was converted into 190,004 shares of common stock.

The Company entered into a Secured Promissory Note, dated January 10, 2020 (the “Note”), by and among Enveric Biosciences, Inc. and Alpha Capital Anstalt (“Alpha”), pursuant to ~~those rules~~which, on January 10, 2020, Enveric Biosciences, Inc. received aggregate gross proceeds of $1,500,000. Pursuant to the Note, the aggregate obligations of Enveric Biosciences, Inc. under the Note were automatically, immediately prior to the consummation of the amalgamation, converted into shares of Enveric Biosciences, Inc. common stock, subject to the terms and ~~regulations, although we believe~~provisions of the Note. Pursuant to the Note, upon conversion of the term loans made by the lenders subject to the terms of the Note, Enveric Biosciences, Inc. was required to cause Ameri to issue each lender warrants to purchase Ameri Common Stock. Upon consummation of the amalgamation, Enveric Biosciences, Inc. agreed to cause Ameri to register the resale of the warrant shares. The Note bears interest at 7% per annum and was due on March 31, 2020.

On May 6, 2020, the Company entered into an amendment to the Note (the “First Note Amendment”). Pursuant to the First Note Amendment, Alpha waived previous defaults on the Note, and extended the maturity date of the Note to June 30, 2020. In exchange for the First Note Amendment, the Company and Alpha agreed that (i) at the Effective Time, Ameri would issue to the holder of a certain note issued by Enveric Biosciences, Inc., series B warrants (the “Series B Warrants”) to acquire 8,100,000 shares of common stock of the Company resulting from the amalgamation, and (ii) providing for certain registration rights, pursuant to a registration rights agreement, of the Series B Warrants and the shares issuable upon exercise of the Series B Warrants. The Series B Warrants shall be exercisable for a period of five years commencing on the ninetieth (90th) day after the later of the last day of the Lock-up Period and leak-out Period (accelerated or otherwise) set forth in the Lock-up agreement to be executed by the holders of Enveric Biosciences, Inc. securities in connection with the Amalgamation, at a price of $0.01 per share, and shall also be exercisable on a cashless basis.

On June 23, 2020, the Company and Alpha entered into a second amendment to the Note (the “Second Note Amendment”). The Second Note Amendment revised the principal amount of the Note from $1,500,000 to $2,000,000, which was advanced as of the date of the Second Note Amendment. The rights and securities granted to Alpha under the terms of the Note were extended to the additional $500,000 advance contemplated by the Second Note Amendment pursuant to the terms of the Second Note Amendment.

On August 12, 2020, the Company and Alpha entered into the Third Note Amendment. The Third Note Amendment extended the maturity date to be the earlier of (a) January 1, 2021 and (b) an event of default that accelerates the maturity of the Note. The Third Note Amendment also revised the Note to account for the change in structure from an amalgamation to a stock-for-stock exchange offer. As a result, references to the Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer. The Third Note Amendment also revised the event of default regarding a failure of the amalgamation to be consummated by March 31, 2020 to be an event of default if the Offer was not consummated by January 1, 2021.

On December 30, 2020, the Note in the amount of $2,000,000 was converted into 2,473,848 shares of common stock.

NOTE 5 – INTANGIBLE ASSETS

On October 2, 2020, the Company purchased skincare assets for an aggregate of $1,944,689 in stock and cash, as follows:

Cash	$	44,143
Common stock		1,900,546
Total	$	1,944,689

The Company recorded the skincare assets as a definite lived intangible asset with a four year useful life.

As of December 31, 2020, the Company’s intangible assets consisted of:

	Gross Carrying Amount		Accumulated Amortization			Net

Skincare Assets and License Agreements	$	1,944,689	$	(126,968	)	$	1,817,721

F-12

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – COMMITMENTS AND CONTINGENGIES

On January 5, 2019, the Company entered into a business advisor services agreement. Pursuant to the terms of the agreement, the consultant provided business advisory, marketing, and investor relations services in exchange for $15,000 per month, of which $7,500 was payable in cash and $7,500 was payable in the Company’s common shares. On January 6, 2020, the Company terminated its business advisory services agreement and agreed to settle the amounts due under the agreement by (a) paying $12,500 in cash upon the completion of a bridge financing; and (b) issuing 127,856 shares of the Company’s common stock, as described in Note 6.

On January 1, 2020, the Company entered into an agreement with Mr. David Stefansky to serve as President and Secretary of the Company to serve until the closing Amalgamation Agreement. The Company agreed to pay Mr. Stefansky $15,000 per month and future issuance of options to purchase 650,000 shares of common stock subject to the approval of the Board of Directors. On May 1, 2020, this agreement was terminated (see Note 8). On May 1, 2020, the Company and Mr. David Stefansky terminated Mr. Stefansky’s agreement to serve as President and Secretary of the Company.

On May 1, 2020, the Company entered into an agreement with Mr. Henoch Cohn to serve as the Company’s President and Secretary until the consummation of the Amalgamation Agreement. The Company paid Mr. Cohn $10,000 per month. On December 30, 2020 the agreement between the Company and Mr. Henoch Cohn was terminated.

The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. Management believes that the ~~disclosures made are adequate to ensure~~outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the ~~information presented is not misleading.~~

The accompanying audited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly ourCompany’s financial position, results of operations or cash flows. On January 21, 2012, the Company received a demand letter from an individual purporting to be a stockholder. See Note 10 for more information.

NOTE 7 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

Authorized Capital

The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. Upon the liquidation, dissolution, or winding up of the Company, holders of common stock are entitled to share rateably in all assets of the Company that are legally available for distribution. As of December 31, 2020, 100,000,000 shares of common stock were authorized under the Company’s articles of incorporation.

On December 30, 2020, the Company amended its articles of incorporation to designate and ~~cash flows as~~authorize 20,000,000 shares of ~~and~~Series B preferred stock. The Company’s Series B preferred stock is convertible by the holder at any time into common stock at a rate of one to one.

Conversion of Series B Preferred Stock

On December 30, 2020, a holder of the Company’s Series B Preferred Stock converted 250,000 shares of Series B Preferred Stock into 250,000 shares of common stock.

Issuance of Common Stock for Accounts Payable

During the ~~interim periods presented. All intercompany transactions have been eliminated in~~year ended December 31, 2020, the ~~accompanying audited condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto.~~

~~Our comprehensive income (loss) consists~~Company issued 433,047 shares of ~~net income (loss) plus or minus any periodic currency translation adjustments.~~

~~The Company's year-end is December 31. Ameri and Partners Inc, the Company's wholly-owned operating subsidiary that was the accounting acquirer~~common stock to various vendors in connection with the ~~Company's May 2015 reverse merger, changed~~payment of accounts payable of $756,523. The shares were valued at the book value of the accounts payable, as that value was more readily determinable.

Shares Issued in Exchange for Services

During the year ended December 31, 2019, the Company issued 38,116 shares to consultants in exchange for services. The Company valued these shares at $88,465.

September Private Placement

On September 25, 2020, the Company issued 36,871 shares of its ~~fiscal year end from~~common stock for gross proceeds of $250,000 and net proceeds of $227,500.

December Private Placement

On December 8, 2020, the Company issued 221,225 shares of its Series B preferred stock for gross proceeds of $300,000 and net proceeds of $260,500.

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

Conversion of Related Party Advance

On July 21, 2020, the Company issued 239,326 shares of common stock in exchange for the February 2019 Note (face value of $66,000), the March 312019 Note (face value of $150,000) and related party advances in the amount of $22,000. Given that the holder of these notes and advances is a related party, this was treated as a capital transaction and no gain or loss was recognized.

Stock Options

	Number of Shares			Weighted Average Exercise Price (USD)		Weighted Average Grant Date Fair Value (USD)		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (USD)

Outstanding – January 1, 2019		689,832		$	1.94	$	1.94
Granted		448,713		$	1.99	$	1.49
Expired, forfeited, or cancelled		(341,172	)	$	1.99	$	0.36
Outstanding – December 31, 2019		797,373		$	1.99	$	0.72
Granted		378,800		$	0.94	$	5.22
Expired forfeited, or cancelled		(246,408	)	$	1.94	$	0.88
Outstanding – December 31, 2020		929,765		$	1.53	$	2.50		6.1	$	2,537,245

Exercisable at December 31, 2020		929,765		$	1.53	$	2.50		6.1	$	2,537,245

The Company’s stock based compensation expense related to stock options for the years ended December 31, 2020 and 2019 was $1,977,155 and $535,587, respectively. As of December 31, 2020, the Company had $0 in unamortized stock option expense.

The Company utilized the Black-Scholes option-pricing model to determine the fair value of these stock options, using the assumptions as outlined below.

Stock Price	$	5.92
Dividend Yield		0	%
Expected Volatility		84.7	%
Weighted Average Risk-Free Interest Rate		0.37	%
Expected life (in years)		1.5 – 4.2

Stock price – Based on closing price of the Company’s common stock on the date of grant.

Weighted average risk-free interest rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities, which correspond to the expected term of the Company’s stock options.

Dividend yield —The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future.

Expected volatility —Based on the historical volatility of comparable companies in a similar industry.

Expected term —The Company has had no stock options exercised since inception. The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, which averages an award’s weighted-average vesting period and expected term for “plain vanilla” share options.

Warrants

On February 24, 2020, the Company issued warrants to purchase 130,920 shares of common stock to the lender of the February 2020 Note. The warrants are exercisable at $0.38 USD ($0.50 CAD) per share, are fully vested at the date of issuance, and expire on February 24, 2025. The warrants were accounted for as a component of equity, as the instrument contains no features which would preclude such classification. As discussed in Note 4, the warrants were recorded as a discount in the amount of $50,000 on the note payable and amortized over the term of the note.

The following table summarizes information about shares issuable under warrants outstanding at December 31, 2020:

	Warrant shares outstanding			Weighted average exercise price (USD)			Weighted average remaining life		Intrinsic value
Outstanding at January 1, 2019		219,510		$	2.95			0.08
Issued		84,381		$	3.21
Outstanding at December 31, 2019		303,891		$	3.02			1.06	$	-
Issued		3,222,331		$	1.96
Forfeited		(274,816	)	$	(3.00	)
Outstanding at December 31, 2020		3,251,406		$	1.95			4.97	$	-

Exercisable at December 31, 2020		3,251,406		$	1.95			4.97	$	8,040,545

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – TENDER AGREEMENT

On January 10, 2020, the Company entered into an amalgamation agreement (the “Amalgamation Agreement”) with Enveric Biosciences, Inc. Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Ameri, and Enveric Biosciences, Inc. Exchange Co, Inc. (“ExchangeCo”), a wholly owned subsidiary of Ameri. The Amalgamation Agreement provided that the Company would merge into Merger Sub and be amalgamated and operate as one company.

Prior to the execution and delivery of the Amalgamation Agreement, Alpha entered into agreements with Enveric Biosciences, Inc. pursuant to which Alpha agreed, subject to the terms and conditions of such agreements, to purchase, immediately prior to the consummation of the Amalgamation, shares of Enveric Biosciences, Inc.’s common stock (or common stock equivalents) and warrants to purchase Enveric Biosciences, Inc.’s common stock for an aggregate purchase price of $3.5 million. The consummation of the transactions contemplated by such agreements was conditioned upon the satisfaction or waiver of the conditions set forth in the Amalgamation Agreement. After consummation of the Amalgamation, Enveric Biosciences, Inc. agreed to cause Ameri to register the resale of the Ameri Common Stock issued and issuable pursuant to the ~~merger, so that all~~warrants issued to the investors in the Jay Pharma Pre-Closing Financing.

Contemporaneously with the Amalgamation Agreement, the Company entered into sublicense agreements with Tikkun Pharma, Inc. (“Tikkun Pharma”). The sublicense agreements with Tikkun Pharma allows the Company to utilize (a) Tikkun Pharma’s sublicense with a third party for certain autoimmune applications, and (b) acquire and use Tikkun Pharma’s internally developing intellectual property, branding, and formulations in regards to skincare.

On April 20, 2020, the Company received a notice from the lenders of the ~~Company's subsidiaries' year-ends are consistent~~Note, stating that the Company was in default for not closing the amalgamation with Ameri by March 31, 2020, and that the entire Note was due in full. On May 6 and May 26, 2020, the Company and Alpha amended the Note and the Amalgamation Agreement, as described in below.

On May 6, 2020, the Company entered into an Amalgamation Amendment Agreement (the “Amendment”) to amend the Amalgamation Agreement described in Note 7. Pursuant to the Amendment, the parties agreed that (i) at the Effective Time, Ameri Holdings, Inc. shall issue to the holder of a certain note issued by Enveric Biosciences, Inc., series B warrants (the “Series B Warrants”) to acquire 8,100,000 shares of common stock of the company resulting from the amalgamation, and (ii) providing for certain registration rights, pursuant to a Registration Statement on Form S-4, of the Series B Warrants and the shares issuable upon exercise of the Series B Warrants. The Series B Warrants shall be exercisable for a period of five years commencing on the ninetieth (90th) day after the later of the last day of the Lock-up Period and leak-out Period (accelerated or otherwise) set forth in the Lock-up agreement to be executed by the holders of Enveric Biosciences, Inc. securities in connection with the ~~year-end~~Amalgamation, at a price of $0.01 per share, and shall also be exercisable on a cashless basis.

On May 26, 2020, the Company entered into the second amendment to the Amalgamation Agreement (the “Second Amendment”) to amend the Amalgamation Agreement described in Note 7. The purpose of this amendment was to clarify that the Series B Warrants were to acquire 8,100,000 shares of common stock Enveric Biosciences, Inc. (to be approximately 3,675,035 shares of common stock of the ~~Company.~~

company resulting from the Amalgamation), as well as to clarify the exchange ratio already agreed upon.

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE ~~3. BUSINESS COMBINATIONS:~~

~~Acquisition~~8 – TENDER AGREEMENT, CONTINUED

On August 12, 2020, Ameri, Enveric Biosciences, Inc., and certain other signatories thereto entered into a tender agreement (the “Tender Agreement”), which provided that, among other things, Enveric Biosciences, Inc. would become a wholly owned subsidiary of ~~DC&M~~

~~On July 29, 2016, we acquired 100%~~Ameri, on the terms and conditions set forth in the Tender Agreement. The Tender Agreement terminated and replaced in its entirety the Amalgamation Agreement. Upon completion of the ~~membership interests~~Tender Agreement on December 30, 2020, (i) holders of ~~DC&M Partners, L.L.C. ("DCM"), an Arizona limited liability company,~~outstanding common shares of Enveric Biosciences, Inc. other than Alpha will be entitled to receive the number of shares of Resulting Issuer common stock issuable in accordance with the Exchange Ratio, and (ii) Alpha will be entitled to receive shares of Series B Preferred Stock, which are convertible into shares of Resulting Issuer common stock subject to a 9.99% beneficial ownership blocker, pursuant to the ~~terms~~Alpha Exchange Agreement. Each outstanding Enveric Biosciences, Inc. option, whether vested or unvested, and warrant that has not previously been exercised will exchanged for Resulting Issuer stock options and Resulting Issuer warrants, in each case convertible into the number of ~~a Membership Interest Purchase Agreement by~~shares of Resulting Issuer common stock equal to the Exchange Ratio. Each outstanding Enveric Biosciences, Inc. option, whether vested or unvested, and ~~among us, DCM, all~~warrant that has not previously been exercised will be exchanged for Resulting Issuer stock options and Resulting Issuer warrants, in each case, convertible into the number of shares of Resulting Issuer common stock equal to the Exchange Ratio.

NOTE 9 – INCOME TAXES

The tax effects of temporary differences that give rise to significant portions of the ~~members~~deferred tax assets and deferred tax liabilities are as follows:

	As of December 31,
	2020			2019
Deferred tax assets:
Net operating loss carryovers	$	1,340,152		$	1,004,029
Deferred tax assets, gross		1,340,152			1,004,029

Less: valuation allowance		(1,340,152	)		(1,004,029	)
Deferred tax assets, net		-			-

Deferred tax assets (liabilities), net	$	-		$	-

The change in the Company’s valuation allowance is as follows:

	For the year ended December 31, 2020		For the year ended December 31, 2019
Beginning of year	$	1,004,029	$	505,871
Increase in valuation allowance		1,340,152		498,158
End of year	$	2,344,180	$	1,004,029

A reconciliation of ~~DCM, Giri Devanur~~the provision for income taxes with the amounts computed by applying the statutory federal income tax rate to loss from operations before the provision for income taxes is as follows:

	For the year ended December 31, 2020			For the year ended December 31, 2019
Canada federal statutory rate		(15.0	)%		(15.0	)%
Provincial taxes		(11.5	)%		(11.5	)%
Permanent differences
Non-deductible expenses		7.5	%		5.9	%
Valuation allowance		19.1	%		20.6	%
Effective income tax rate		0.0	%		0.0	%

ENVERIC BIOSCIENCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – INCOME TAXES, CONTINUED

As of December 31, 2020 and ~~Srinidhi "Dev" Devanur,~~2019, the Company had net operating loss carryovers of $5,057,176 and $3,788,788, respectively, for Canadian federal income tax purposes, which begin to expire in 2029. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company. Based on losses from inception, the Company determined that as of December 31, 2020 and 2019 it is more likely than not that the Company will not realize benefits from the deferred tax assets. The Company will not record income tax benefits in the financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a valuation allowance against the deferred tax assets was required of $1,340,152 and $1,004,029 as of December 31, 2020 and 2019, respectively.

NOTE 10 - SUBSEQUENT EVENTS

Registered Direct Offerings

On January 14, 2021, the Company completed a registered direct offering of 2,221,458 shares of common stock at approximately $4.50 per share for gross proceeds of approximately $10,000,000.

On February 11, 2021, the Company completed a registered direct offering of 3,007,026 shares of common stock for gross proceeds of approximately $12.8 million.

Stockholder Demand Letter

On January 21, 2021, the Company received a stockholder litigation demand letter from the law firm of Purcell Julie & Lefkowitz LLP, on behalf of James Self, a purported stockholder of our ~~President~~Company. The letter demands that the Company (i) deem ineffective the December 30, 2020 amendment to our Amended and ~~Chief Executive Officer~~Restated Certificate of Incorporation in which the Company effected a one-for-four reverse stock split of its common stock due to the manner in which non-votes by brokers were tabulated, (ii) seek appropriate relief for damages allegedly suffered by the company and ~~Executive Vice Chairman, respectively. DCM~~its stockholders or seek a valid stockholder approval of the amendment and reverse stock split, and (iii) adopt adequate internal controls to prevent a recurrence of the alleged misconduct. The Company disputes that the amendment was ineffective or that there were any inadequate internal controls related to the same. However, to eliminate any questions about the amendment, the Company intends to seek to ratify the amendment at a special stockholders’ meeting pursuant to Section 204 of the Delaware General Corporation Law. This special stockholders’ meeting is scheduled to occur on May 14, 2021.

Development and Clinical Supply Agreement

On February 22, 2021, the Company entered into a ~~SAP consulting company headquartered in Chandler, Arizona. DCM provides its clients~~Development and Clinical Supply Agreement (the “Agreement”) with ~~a wide range~~PureForm Global, Inc. (“PureForm”), pursuant to which PureForm will be the exclusive provider of information technology development, consultancy and management services with an emphasis on the design, build and rollout of SAP implementations and related products. DCM is also a SAP-certified software partner, having launched its SAP reporting, extraction and distribution tool called "IRIS". DCM services clients in diverse industries, including retail, apparel/footwear, third-party logistics providers, chemicals, consumer goods, energy, high-tech electronics, media/entertainment and aerospace.

~~The purchase price~~synthetic cannabidiol (“API”) for the ~~acquisition of DCM consisted of:~~

~~(a)~~

~~A cash payment in the amount of $3,000,000 at closing;~~

~~(b)~~

~~1,600,000 shares of our common stock, which are to be issued on July 29, 2018 or upon a change of control of our company (whichever occurs earlier); and,~~

~~(c)~~

~~Earn-out payments of $1,500,000 payable in cash each year to be paid, if earned, in 2017 and 2018. The valuation of DCM was made on the basis of its projected revenues.~~

This acquisition has been capitalized by creating an intangible asset of $5,400,000, taking into consideration projected revenue from an acquired list of customers over a period of three years. The amount of consideration paid in excess of the intangible asset has been capitalized as goodwill.

~~F-6~~

~~Acquisition of Virtuoso~~

On July 22, 2016, AMERI, through its wholly-owned acquisition subsidiaries, acquired all of the outstanding membership interests of Virtuoso, L.L.C. ("Virtuoso"), a Kansas limited liability company, pursuant toCompany’s development plans for cancer treatment and supportive care. Under the terms of the Agreement, PureForm has granted the Company the exclusive right to purchase API and related product for cancer treatment and supportive care during the term of the Agreement (contingent upon an initial minimum order volume during the first thirty (30) days from the effective date) and has agreed to manufacture, package and test the API and related product in accordance with specifications established by the parties. All inventions that are developed jointly by the parties in the course of performing activities under the Agreement ~~of Merger~~will be owned jointly by the parties in accordance with applicable law; however, if the Company funds additional research and ~~Plan of Reorganization,~~development efforts by ~~and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and~~PureForm, the ~~sole member of Virtuoso (the "Sole Member"). Virtuoso is~~parties may enter into a SAP consulting firm specialized in providing services on SAP S/4 HANA finance, enterprise mobility and cloud migration and is based in Leawood, Kansas. In connection with the merger, Virtuoso's name was changedfurther agreement whereby PureForm would assign any resulting inventions or technical information to ~~Ameri100 Virtuoso Inc. The Virtuoso acquisition did not constitute a significant acquisition for~~ the Company.

The ~~purchase price paid to the Sole Member for the acquisition of Virtuoso consisted of:~~

~~(a)~~

~~A cash payment in the amount of $675,000 which was due within 90 days of closing and was paid on October 21, 2016;~~

~~(b)~~

~~$659,138, or 101,250 shares of the Company's common stock at closing at a market price of $6.51 per share, on July 22, 2016; and,~~

~~(c)~~

Earn-out payments in cash and stock of $450,000 and approximately $560,807, respectively, to be paid, if earned, in 2017, 2018 and 2019. The valuation of Virtuoso was made on the basis of its projected revenues.

This acquisition has been capitalized by creating an intangible asset of $900,000, taking into consideration projected revenue from an acquired list of customers over a period of three years. The amount of consideration paid in excessinitial term of the ~~intangible asset has been capitalized as goodwill.~~

~~Acquisition of Bigtech Software Private Limited~~

The Company acquired Bigtech Software Private Limited ("Bigtech"), a pure-play SAP services company providing a complete range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to bring effectiveness in business operations to companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the consideration paid for the acquisition consisted of;

~~(a)~~

~~A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid~~Agreement is three (3) years commencing on ~~September 22, 2016;~~

~~(b)~~

~~Warrants for the purchase of 51,000 shares of our common stock, with such warrants exercisable for two years; and,~~

~~(c)~~

~~$255,000, which may become payable in cash as a commission to the sellers of Bigtech if Bigtech achieves certain revenue targets.~~

Bigtech's financial results are included in our condensed consolidated financial results starting July 1, 2016. The Bigtech acquisition did not constitute a significant acquisition for the Company. The valuation of Bigtech was made on the basis of its projected revenues.

This acquisition has been capitalized by creating an intangible asset of $590,000, taking into consideration projected revenue from an acquired list of customers over a period of three years. The amount of consideration paid in excess of the intangible asset has been capitalized as goodwill.

~~F-7~~

~~Acquisition of Bellsoft, Inc.~~

On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia with over 175 consultants specialized in the areas of SAP software, business intelligence, data warehousing and other enterprise resource planning services. On August 29, 2016, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. ("Ameri Georgia"). Ameri Georgia has operations in the United States, Canada and India. For financial accounting purposes, we recognized September 1, 2015 as the effective date of the ~~acquisition. The consideration for the acquisition of Ameri Georgia consisted of;~~

~~(a)~~

~~A cash payment in the amount of $3,000,000, which was paid at closing;~~

~~(b)~~

~~235,295 shares of our common stock issued at closing;~~

~~(c)~~

~~$250,000 quarterly cash payments to be paid on the last day of each calendar quarter of 2016;~~

~~(d)~~

~~A $1,000,000 cash reimbursement to be paid 5 days following closing to compensate Ameri Georgia for a portion of its approximate cash balance as of September 1, 2015;~~

~~(e)~~

~~Approximately $2,910,817 paid within 30 days of closing in connection with the excess of Ameri Georgia's accounts receivable over its accounts payable as of September 1, 2015; and~~

~~(f)~~

~~Earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and EBITDA targets specified in the purchase~~Agreement, subject to extension by mutual agreement ~~subject to downward or upward adjustment depending on actual results.~~

~~The valuation of Ameri Georgia was made on the basis of its projected revenues.~~ ~~The accounting acquisition date for Ameri Georgia was determined on the basis~~ of the date when the Company acquired control of Ameri Georgia, in accordance with FASB codification ASU 805-10-25-6 for business combinations. That ASU provides that the date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree—the closing date. However, the acquirer might obtain control on a date that isparties. The Agreement may be terminated by either ~~earlier or later than the closing date. For example, the acquisition date precedes the closing date if a~~party upon thirty (30) days written agreement provides that the acquirer obtains control of the acquiree on a date before the closing date. An acquirer shall consider all pertinent facts and circumstances in identifying the acquisition date. The term sheet and the Share Purchase Agreement that were entered into by the Company and Ameri Georgia contained agreements by the parties that the Company acquired control of Ameri Georgia's accounts payable, accounts receivable and business decisions as of September 1, 2015. In addition, on that date, the Company became responsible for performance of Ameri Georgia's existing contracts. Accordingly, the Company has recognized September 1, 2015 as the accounting acquisition date.

~~F-8~~

~~NOTE 4. REVENUE RECOGNITION:~~

The Company recognizes revenue primarily through the provision of consulting services. We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter generally fall into two categories: (1) time-and-materials contracts and (2) fixed-price contracts.

~~We consider amounts to be earned once evidence~~notice of an ~~arrangement has been obtained, services are delivered, fees are fixed~~uncured material breach or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date.

When a customer enters into a time-and-materials or fixed-price (or a periodic retainer-based) contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence of the value for each deliverable.

The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognizedimmediately in the ~~current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage~~event of ~~total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs~~bankruptcy or insolvency. The Agreement contains, among other provisions, representation and ~~revenue earned can be made, based on historical experience~~warranties, indemnification obligations and ~~milestones identified~~confidentiality provisions in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed.

Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the period ended December 31, 2016.

~~F-9~~

~~NOTE 5. SHARE-BASED COMPENSATION:~~

On April 20, 2015, our Board of Directors and the holder of a majority of our outstanding shares of common stock approved the adoption of our 2015 Equity Incentive Award Plan (the "Plan") and a grant of discretionary authority to the executive officers to implement and administer the Plan. The Plan allows for the issuance of up to 2,000,000 shares of our common stock for award grants (all of which can be incentive stock options). The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards. We believe that an adequate reserve of shares available for issuance under the Plan is necessary to enable us to attract, motivate and retain key employees and directors and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growth of our Company. During the twelve months ended December 31, 2016, we granted 762,700 options to employees. As of December 31, 2016, aggregate grants under the Plan total 1,812,700 shares of our common stock.

~~NOTE 6. INCOME TAXES:~~

~~The provision for income taxes consists of the following components for the years ended December 31:~~

2016 2015
Current:
      Federal and state $ (355,243 ) $ 60,040
      Foreign 96,357 -
Total current provision (258,886 ) 60,040
Deferred:
      Federal and state (3,488,960 ) (979,006 )
      Foreign - -
      Valuation allowance - 790,506
Total deferred benefit (3,488,960 ) (188,500 )

Total provision for income taxes $ (3,747,846 ) $ (128,460 )

The Company recorded a tax provision (benefit) of $(3,747,846) and $(128,460) for the periods ended December 31, 2016 and December 31, 2015, respectively. The reported tax provision (benefit) for the twelve-month periods ended December 31, 2016 and December 31, 2015 are based upon an estimated annual effective tax rate of 34% for all such periods. The effective tax rates reflected our combined federal and state income tax rates and the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill.

We assess the reliability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved and our conclusion could be materially different should certain of our expectations not transpire.

We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of December 31, 2016, the gross amount of unrecognized tax benefits exclusive of interest and penalties was zero. We have identified no other uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the twelve months ending December 31, 2017. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction.

~~F-10~~

~~NOTE 7. INTANGIBLE ASSETS:~~

We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was $1,309,842 and $164,750 during the twelve-month periods ended December 31, 2016 and December 31, 2015 respectively. This amortization expense relates to customer lists, which expire through 2020.

~~As of December 31, 2016, and December 31, 2015, capitalized intangible assets were as follows:~~

December 31,
2016

December 31,
2015

Capitalized intangible assets $ 10,074,546 $ 3,279,263
Accumulated amortization 1,309,842 164,750
Total intangible assets $ 8,764,704 $ 3,114,513

~~Our amortization schedule is as follows:~~

Years ending December 31,
Amount

2017 $ 2,464,184
2018 2,115,592
2019 1,748,250
2020 1,621,000
2021 815,678
Total $ 8,764,704

The Company has its own software products, namely Simple APO, Langer Index and IBP. Total costs incurred for developing these products during the twelve months ended December 31, 2016 was $55,104 and have been capitalized and are being amortized over the useful life of the software products.

~~The Company's intangible assets consists of the customer lists acquired from the Company's acquisition of WinHire Inc~~, Ameri Georgia, DCM, Virtuoso and Bigtech. The products acquired from the acquisition of Linear Logics. Corp. and the amount spent on improving those products are also categorized as intangible assets and are being amortized over the useful life of those products.

~~F-11~~

~~NOTE 8. GOODWILL:~~

~~Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in businesses combinations. Goodwill was comprised of the following amounts:~~

December 31,
2016

December 31,
2015

Virtuoso $ 939,881 $ -
DCM 10,416,000 -
Bigtech 314,555 -
Ameri Constlting Service Pvt. Ltd. 1,948,118 -
Ameri Georgia 3,470,522 3,470,522
Total $ 17,089,076 $ 3,470,522

~~NOTE 9. ACCRUED EXPENSES AND OTHER LIABILITIES:~~

~~Accrued expense and other liabilities as of December 31, 2016 and December 31, 2015 consisted of the following:~~

December 31,
2016

December 31,
2015

Legal fee payable $ 386,497 $ 338,946
Advances from customers - 44,841
Tax payable 388,044 320,247
Audit fee payable 47,900 21,500
Other liabilities 145,524 310,784
Travelling & conveyance payable 16,358 1,010
Salaries & wages payable 8,044 -
Bonus payable 62,060 -
Consultancy fee payable 25,000 50,000
401(k) payable - 3,486
Total $ 1,079,427 $ 1,093,814

~~F-12~~

~~NOTE 10. FAIR VALUE MEASUREMENT:~~

~~We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:~~

·	~~Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;~~
·	Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and
·	~~Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.~~

~~A financial asset or liability's classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement.~~

~~As of both December 31, 2016 and December 31, 2015 we had no financial assets and liabilities required to be measured on a recurring basis.~~

~~No financial instruments were transferred into or out of Level 3 classification during the twelve-month period ended December 31, 2016 and 2015.~~

~~NOTE 11. EARNINGS (LOSS) PER SHARE:~~

~~A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows:~~

Twelve Months Ended
December 31,
2016 2015
(In thousands, except per share data)

Basic net income (loss) per share:
Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 )
Weighted average common shares outstanding 13,068,597 11,101,198
Basic net income (loss) per share of common stock $ (0.21 ) $ (0.07 )
Diluted net income (loss) per share:
Net income (loss) applicable to common shares $ (2,788,112 ) $ (814,075 )
Weighted average common shares outstanding 13,068,597 11,101,198
Dilutive effects of convertible debt, stock options and warrants - -
Weighted average common shares, assuming dilutive effect of stock options 13,068,597 11,101,198
Diluted net income (loss) per share of common stock $ (0.21 ) $ (0.07 )

Share-based awards, inclusive of all grants made under the Company's equity plans, for which either the stock option exercise price or the fair value of the restricted share award exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented.

As of December 31, 2016, we had outstanding options to purchase 965,000 shares of the Company's common stock and restricted stock units for 590,869 shares of the Company's common stock, resulting in share-based awards for a total of 1,555,869 shares of our common stock, outstanding under the Plan leaving 444,131 share-based units available under the Plan. During the twelve months ended December 31, 2016, we granted our directors and employees options to purchase 762,700 shares of our common stock and restricted stock units for 590,869 shares of our common stock. As of December 31, 2016, aggregate grants under the Plan total 1,555,869 shares of our common stock.

~~Due to the Company's net loss, potential dilutive shares were not included in the calculation of diluted EPS on December 31, 2016, as it will have an antidilutive effect.~~

~~F-13~~

~~NOTE 12. EMPLOYEE BENEFIT PLAN:~~

The Company has a 401(k)-tax deferred savings plan (the "401(k) Plan") that is available to all employees who satisfy certain minimum hour requirements each year. The Company matches 100% of the first 3% of a participant's salary contributed under the 401(k) Plan and 50% on the next 2%favor of each ~~participant's salary contributed under the 401(k).~~

~~NOTE 13. OPTIONS:~~

~~As of December 31, 2016 and December 31, 2015, the Company had issued and outstanding options to purchase 1,812,700 and 150,000 shares of our common stock, respectively.~~

~~On May 26, 2015, the Company issued~~party that are customary for an option to purchase 100,000 shares of common stock to non-employee directors of the Company. Prior to this issuance, the Company had not granted any option. This tranche of options vested on the anniversary of the grant date at an exercise price of $2.00 per share and expires on May 26, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuationagreement of this tranche of options include an expected term of 2.75 years, expected volatility of 50%, a date of issue risk free interest rate of 1.53% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $36,304 and the option expense for December 31, 2016 and December 31, 2015 was determined to be $14,520 and $21,784, respectively. As of December 31, 2016, no options had been exercised from this tranche of options.

nature.

License Agreement

On November 16, 2015, the Company issued an option to purchase 50,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $4.01 per share and was to expire on November 16, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.66% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $73,265 and the option expense for December 31, 2016 and December 31, 2015 was determined to be $7,123 and $929. As of December 31, 2016, these options had been cancelled.

On January 22, 2016, the Company issued an option to purchase 5,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $6.02 per share and was to expire on January 22, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.49% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $10,944 and the option expense for December 31, 2016 and 2015 was determined to be $854 and $0, respectively. As of December 31, 2016, these options had been cancelled.

On January 28, 2016, the Company issued an option to purchase 100,000 shares of common stock to an employee of the Company. This tranche of options was to vest in equal installments over three years at an exercise price of $6.02 per share and was to expire on January 28, 2021. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of 3.25 years, expected volatility of 50%, a date of issue risk free interest rate of 1.40% and expected dividend yield of 0%. The aggregate value of these options on the grant date was $218,314 and the option expense for December 31, 2016 and 2015 was determined to be $61,776 and $0, respectively. As of December 31, 2016, these options had been cancelled.

On May 10, 2016, the Company issued an option to purchase 500,000 shares of common stock to a non-employee director of the Company. This tranche of options was to vests (a) as to 166,667 shares on May 10, 2017, (b) as to a further 166,667 shares on May 10, 2018, and (c) as to the remaining 166,666 shares on May 10, 2019, at an exercise price of $6.00 per share and expires on May 10, 2022. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of three years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $1,737,445 and the option expense for December 31, 2016 and 2015 was determined to be $370,496 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options.

On June 28, 2016, the Company issued an option to purchase 25,000 shares of common stock to a non-employee director of the Company. This tranche of options vests on the anniversary of the grant date at an exercise price of $6.51 and expires on June 28, 2022. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of three years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $55,251 and the option expense for December 31, 2016 and 2015 was determined to be $9,359 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options.

~~F-14~~

On September 8, 2016, the Company issued options to employees of the Company to purchase 215,200 shares of common stock. These option grants vest over four years at an exercise price of $6.51 per share and expire on September 8, 2020. This tranche of options was valued using the Black-Scholes pricing model. Significant assumptions used in the valuation of this tranche of options include an expected term of four years, expected volatility of 50%, a date of issue risk free interest rate of 0.57% and expected dividend yield of 0%. The value on the grant date of these options was $546,318 and the option expense for December 31, 2016 and 2015 was determined to be $49,239 and $0, respectively. As of December 31, 2016, no options had been exercised from this tranche of options.

Number of Shares Weighted Avg. Exercise Price
Options outstanding at December 31, 2015 150,000 2.67
Granted 975,700 $ 6.79
Exercised - -
Cancelled / Expired (160,000 ) 5.41
Outstanding at December 31, 2016 965,700 $ 6.38

~~As of December 31, 2016 and December 31, 2015 the outstanding options had a weighted average remaining term and intrinsic value of 4.33 and 0 years and $500,000 and $0, respectively.~~

~~Outstanding and Exercisable Options~~

Average
Exercise Price

Number of
Shares

Remaining
Average
Contractual
Life
(in years)

Exercise
Price
times
number of
Shares

Weighted
Average
Exercise
Price

Intrinsic
Value

$ 2.00 100,000 3.40 $ 200,000 $ 2.00 $ 451,000

~~NOTE 14. WARRANTS:~~

~~Below is a table summarizing the Company's outstanding warrants for the year ended December 31, 2016:~~

Number of Shares Weighted Avg. Exercise Price Weighted Avg. Remaining Term Intrinsic Value
Outstanding at December 31, 2015 2,777,777 1.80 4.41 $ 13,333,330
Granted 1,000,000 6.00 - -
Exercised 1,111,111 1.80 - -
Outstanding at December 31, 2016 2,666,666 1.80 3.90 $ 15,444,440

~~For the year ended December 31, 2016 and December 31, 2015, the Company incurred no warrants based expense.~~

~~NOTE 15. RESTRICTED STOCK UNITS:~~

On August 4, 2015, the Company issued restricted stock units for 83,189 shares of common stock to non-employee directors of the Company. Prior to this issuance there no restricted stock unit grants had been made by the Company. This tranche of restricted stock units was valued at $3.51 per share, the market value per share on the date of the grant, and vested on the anniversary of the grant date. The aggregate value of the restricted stock units on the grant date was $291,994 and the restricted stock unit expense for December 31, 2016 and December 31, 2015 was determined to be $172,797 and $119,197, respectively. As of December 31, 2016, 83,189 restricted stock units had vested.

On May 10, 2016, the Company issued restricted stock units for 500,000 shares of common stock to a non-employee director. This tranche of restricted stock units was valued at $7.00 per share, the market value per share on the date of the grant, and vests (a) as to 166,667 shares, on May 10, 2017, (b) as to a further 166,667 shares, on May 10, 2018, and (c) as to the remaining 166,666 shares, on May 10, 2019, subject to the grantee continuing to be a director of the Company through such date. The aggregate value of the restricted stock units on the grant date of the restricted stock units was $3,500,000 and the restricted stock unit expense for December 31, 2016 was determined to be $746,348. As of December 31, 2016, none of the foregoing restricted stock units had vested.

On June 28, 2016, the Company issued restricted stock units for 7,680 shares of common stock to a non-employee director. This tranche of restricted stock units was valued at $6.51 per share, the market value per share on the date of the grant, and vests on the anniversary of the grant date. The aggregate value of the restricted stock units on the grant date of the restricted stock units was $49,997 and the restricted stock unit expense for December 31, 2016 was determined to be $25,135. As of December 31, 2016, none of the foregoing restricted stock units had vested.

~~F-15~~

~~NOTE 16. DEBT:~~

~~On July 1, 2016,~~March 5, 2021, the Company entered into ~~that certain Loan and Security~~an Exclusive License Agreement (the ~~"Loan Agreement"~~“Agreement”) with Diverse Biotech, Inc. (“Diverse”), ~~with its wholly-owned subsidiaries Ameri and Partners Inc and Bellsoft, Inc., as borrowers (the "Borrowers"),~~pursuant to which the Company has acquired an exclusive, perpetual license to develop five therapeutic candidates (collectively, the “Agents”) with the goal of alleviating the side effects that cancer patients experience. Under the terms of the Agreement, Diverse has granted the Company an exclusive license to its intellectual property rights covering the Agents and its ~~wholly-owned subsidiaries Linear Logics, Corp.~~products. In exchange, the Company has granted Diverse the right to information relating to the Agents developed for the express purpose of using such information to obtain patent rights, which right terminates upon the issuance or denial of the patent rights.

Under the Agreement, the Company will maintain sole responsibility and ~~WinHire Inc serving as guarantors,~~ownership of the ~~Company's Chief Executive Officer, Giri Devanur, serving as a validity guarantor,~~development and ~~Sterling National Bank, N.A. (as lender~~commercialization of the Agents and asits products. Diverse has agreed not to develop or commercialize any agent ~~"Sterling"). The~~or product that would compete with the Agents, or its products containing the Agents, at any time during or after the term of the Agreement. If Diverse intends to license, sell, or transfer any other molecules linked with cannabinoids not granted to the Company ~~joined DCM, Virtuoso and ATCG as borrowers~~ under the ~~Loan Agreement following their respective acquisition.~~

~~Under the Loan~~terms of this Agreement, the Borrowers can borrow up to an aggregate of $10 million, which includes up to $8 million in principal for revolving loans (the "Revolving Loans") for general working capital purposes, up to $2 million in principal pursuant to a term loan (the "Term Loan") forCompany will have the purpose of a permitted business acquisition and up to $200,000 for letters of credit. A portion of the proceeds of the Loan Agreement were also used to repay the November 20, 2015 credit facility that was entered into between the Company, its wholly-owned subsidiary Bellsoft, Inc. (Ameri Georgia) and Federal National Payables, Inc.

~~The maturity of the loans under the Loan Agreement are as follows:~~

Revolving Loan Maturity Date: July 1, 2019; provided, however, that the Revolving Loan Maturity Date will extend and renew automatically for successive one-year terms on each anniversary of the initial Revolving Loan Maturity Date (each an "Anniversary Date") thereafter, unless not less than sixty (60) days prior to any such Anniversary Date, written notice of non-renewal is given by either party to the other, in which case the Revolving Loan Maturity Date will be such next Anniversary Date.

~~Term Loan Maturity Date: The earliest of (a) the date following acceleration of the Term Loan and/or the Revolving Loans; (b) the Revolving Loan Maturity Date; or (c) July 1, 2019.~~

~~Interest under the Loan Agreement is payable monthly in arrears and accrues as follows:~~

~~(a)~~

~~in the case of Revolving Loans, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 2.00%;~~

~~(b)~~

~~in the case of the Term Loan, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 3.75%; and~~

~~(c)~~

~~in the case of other obligations of the Borrowers, a rate per annum equal to the sum of (i) the greater of (A) 3.25% or (B) Wall Street Journal Prime Rate plus (ii) 3.75%.~~

~~The Loan Agreement also requires the payment of certain fees, including,~~first right, but not ~~limited~~the obligation, to ~~letter of credit fees and~~negotiate an ~~unused Revolving Loans fee.~~

The Loan Agreement contains financial and other covenant requirements, including, but not limited to, financial covenants that require the Borrowers to not permit capital expenditures above $150,000 in any fiscal year, maintain a fixed charge coverage ratio of not less than 2.00 to 1.00 and maintain certain debt to EBITDA ratios. The Loan Agreement also requires the Company and Borrowers to obtain Sterling's consent before making any permitted acquisitions.

The principal amount of the Term Loan will be repaid as follows: (i) equal consecutive monthly installments in the amount of $33,333.33 each, paid on the first day of each calendar month and (ii) one final payment of the entire remaining principal balance, togetheragreement with ~~all accrued unpaid interest on the Term Loan maturity date.~~ ~~The Company's outstanding balance with Sterling National Bank~~Diverse for ~~the Term Loan and Revolving Loans was $1,923,466 and $2,743,177, respectively, as of December 31, 2016.~~

Due to its 2016 acquisitions, the Company did not fulfill certain of the financial covenants contained in its Loan Agreement with Sterling National Bank as of December 31, 2016; however, Sterling National Bank has agreed to waive the Company's compliance with such ~~covenants in exchange for the payment of a fee.~~

~~Bigtech, which was acquired as of July 1, 2016, had a term loan of $18,101 and a line of credit for $345,713 as of December 31, 2016.~~

~~F-16~~

~~Short-term Debt:~~

~~The following summarizes our short-term debt balances as of December 31:~~

2016 2015
Notes outstanding under revolving credit facility $ 3,088,890 $ 1,235,935
Term loan - current maturities 405,376 -
Total short-term debt $ 3,494,266 $ 1,235,935

~~Long-term Debt:~~

~~The following summarizes our long-term debt balances as of December 31:~~

2016 2015

Term loan, due 2019 $ 1,941,567 $ -
Less: Current maturities 405,376 -
Long-term debt, net of current maturities $ 1,536,191 $ -

~~The following represents the schedule of maturities of our long-term debt:~~

Year Amounts

2017 $ 405,376
2018 405,376
2019 1,130,815
Total $ 1,941,567

~~NOTE 17. COMMITMENTS AND CONTINGENCIES:~~

~~Operating Leases~~

The Company's principal facility is located in Princeton, New Jersey. The Company also leases office space in various locations with expiration dates between 2016 and 2020. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs, or defined rent increases. All of the Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $220,280 and $47,475 for the twelve months ended December 31, 2016 and December 31, 2015, respectively. The increase during these periods is due to new office space that was leased by the Company in Princeton, New Jersey on July 1, 2015 and the addition of office space through the acquisition of DCM, Virtuoso and Bigtech.

cannabinoids. The Company has ~~entered into~~also agreed to pay Diverse an ~~operating lease for its primary office facility in Princeton, New Jersey, which expires in July 2017. The future minimum rental payments under these lease agreements are~~up-front investment payment of $675,000, as ~~follows:~~

Years ending December 31,
2017 $ 251,512
2018 112,901
2019 79,478
2020 18,754
Total $ 462,645

~~F-17~~

~~NOTE 18. SUBSEQUENT EVENTS:~~

~~On January 27, 2017,~~well as a running royalty starting with the ~~Company issued 33,333 shares of its common stock its legal counsel, Olshan Frome Wolosky LLP ("Olshan"), in exchange for the cancellation of a portion of accrued and unpaid legal fees owed~~first commercial sale by the Company to ~~Olshan.~~

a third party in an arms’-length transaction. The Company partnered with NEC Corporation of America (NEC), in February 2017, to offer SAP HANA Migration services. Through this partnership, the Company will offer solutions to its clients aspiring to make the transition from SAP ECC (on-premise) applications to SAP HANA applications. NEC is a leading technology integrator providing integrated communications, analytics, security, biometrics and technology solutions.

On March 7, 2017, the Company completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the "2017 Notes") for proceeds to us of an aggregate of $1,250,000, to four accredited investors, including oneterm of the Company's directors, Dhruwa N. Rai. The 2017 Notes were issued pursuant to Securities Purchase Agreements with each investor, pursuant to which each investor purchased its 2017 Note from the Company. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default andAgreement shall continue for soas long as the ~~event~~Company intends to develop or commercialize the new drugs, unless earlier terminated by either Party.

Exercise of ~~default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by the Company at any time without penalty.~~

The 2017 Notes are convertible into shares of Ameri common stock at a conversion price of (i) in the event that any registration statement for the public offering of common stock filed by the Company with the SEC in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to 68% of the price per share of common stock offered and sold pursuant to such registration statement, or (ii) if no such registration statement is declared effective by December 31, 2017, such price per share that is equal to the weighted average closing price per share of the Company's common stock for the 20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances. The 2017 Notes rank junior to the Company's secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors' approval, restrictions on dividends and other restricted payments and reclassification of its stock.

Warrants

On March 10, ~~2017,~~2021, the Company ~~acquired 100%~~received $3,267,245 from the exercise of ~~the~~warrants to purchase 851,099 shares of ATCG Technology Solutions, Inc. ("ATCG"), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, ATCG, all of the stockholders of ATCG (the "Stockholders") and the Stockholders' representative. ATCG provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. The aggregate purchase price for the acquisition of ATCG consisted of:

common stock.

~~(a)~~

~~576,923 shares of our common stock,~~F-17

~~(b)~~

~~Unsecured promissory notes issued to certain of ATCG's selling Stockholders for the aggregate amount of $3,750,000 (which notes bear interest at a rate of 6% per annum and mature on June 30, 2018) and~~

~~(c)~~

Earn-out payments in shares of Ameri common stock (up to an aggregate value of $1,200,000 worth of shares) to be paid, if earned, in each of 2018 and 2019. ATCG's financial statements will be filed by amendment of the Current Report on Form 8-K filed on March 13, 2017 to disclose the closing of the acquisition.

On March 13, 2017, the Company announced a merger proposal for CIBER, Inc. ("CIBER" or "CBR") valuing CBR at a price of $0.75 per share, which is a substantial premium to CBR's closing price of $0.28 on March 10, 2017. In addition, the Company formed a stockholder group (the "AMERI Group") with Lone Star Value Management, LLC to nominate two highly-qualified candidates to CIBER's Board of Directors at the upcoming Annual Meeting of Stockholders. The AMERI Group owns approximately 4.5 million shares of CBR, representing 5.5% of CBR's total shares outstanding.

~~F-18~~

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
~~For the fiscal year ended December 31, 2016~~	~~Commission file number 000-26460~~

Title of ~~Each Class~~each class	Trading Symbol(s)	Name of ~~Each Exchange On Which Registered~~each exchange on which registered
~~N/A~~Common Stock, $0.01 par value per share	ENVB	The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock	AMRHW	N/A

Large accelerated filer ☐ [ ]		Accelerated filer ☐ [ ]

Non-accelerated filer ☐ [X]		Smaller reporting company ☒ [X]
Emerging growth company [ ]

	●	our dependence on the success of our prospective product candidates, which are in early stages of development and may not reach a particular stage in development, receive regulatory approval or be successfully commercialized;
	●
~~Item 14.~~	~~Principal Accountants Fees~~potential difficulties that may delay, suspend, or scale back our efforts to advance additional early research programs through preclinical development and ~~Services~~	47IND application filings and into clinical development
	●
~~Item 15.~~	~~Exhibits, Financial Statement Schedules~~	49the impact of the novel coronavirus (COVID-19) on our business, including our current plans for product development, as well as any currently ongoing preclinical studies and clinical trials and any future studies or other development or commercialization activities;
	●	the risk that we may not obtain the requisite votes at our special meeting to ratify our reverse stock split;
	~~Index~~●	the limited study on the effects of medical cannabinoids, and the chance that future clinical research studies may lead to ~~Consolidated Financial Statements~~	~~F-1~~conclusions that dispute or conflict with our understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing, and social acceptance of cannabinoids;

	●	Patient-Centric Product Development. We are focusing on a patient-centric approach to our product development that will uniquely position us to meet the needs of oncology patients.
		~~Description~~
~~Mature Market~~	●	~~Most large global companies have already outsourced what they wanted to outsource.~~
~~Commoditized Business Model~~	●	~~North America~~First Mover Advantage. We believe we are among the first companies working towards creating a leading brand utilizing cannabinoids in oncology supportive care. We seek to build upon our first mover advantage and ~~Europe continue~~expertise in cannabinoid research to beaccelerate the ~~markets with attractive spending potential. However, increased regulations~~discovery, development, and ~~visa dependencies prove to be a major drawback~~commercialization of ~~the model.~~therapies for persons affected by cancer that are safe, effective, and trusted by patients and physicians globally.
~~Commoditized Business Model~~	●	~~The benefits realized from the business model are largely based on labor arbitrage, productivity benefits and portfolio restructuring. These contours have changed due to commoditization.~~
~~Insourcing~~	●	~~Extremely rapid changes in technology are forcing IT services~~–~~traditionally~~Collaboration with Global Research Partner. We enjoy an ~~outsourcing business~~—exclusive license with our global cannabinoid research partner, Tikun Olam. We hold exclusive global rights to ~~adopt an insourcing model.~~ Tikun Olam’s proprietary treatment database and cannabinoid derivatives for the development of oncology-focused pharmaceutical products. We intend to leverage Tikun Olam’s large-scale human datasets and expand upon Tikun Olam’s existing research by conducting new studies.
~~Rapid Technology Shifts~~
	●	~~Cloud services, robotic process automation, artificial intelligence~~Sophisticated Leadership Team and ~~internet~~Scientific Advisors. We have a world-class leadership team with extensive regulated pharmaceutical industry backgrounds and deep expertise in oncology, skin and wound care, and clinical research. In addition, we closely collaborate with a broad network of ~~things are increasingly in demand as part of outsourcing engagements. Smart robots increasingly operate in the cloud,~~leading physicians and ~~a 'labor-as-a-service' approach has emerged, as clients and providers find that intelligent tools and virtual agents can be easily and flexibly hosted on cloud platforms.~~scientists at major institutions.

	●	~~Social media, cloud computing, mobility~~Always Seeking Growth and ~~big data~~Enhancement Opportunities. We have identified a pathway to business growth and shareholder value creation based on our planned development programs and eventually plan to leverage the credibility of that expertise into broader offerings. We will continue to ~~be mainstays for any IT ecosystem.~~expand our opportunities to add assets that are complementary or accretive to our plans to serve patients through acquisition and in-licensing.

~~Item 1.~~	~~Business~~	1
	PART I
Item ~~1A.~~1. Business	~~Risk Factors~~	96
Item 1A. Risk Factors		22
Item 1B.	Unresolved Staff Comments	2439
Item 2. Properties		39
Item 2.3. Legal Proceedings	~~Properties~~	2439
PART II
~~Item 3.~~	~~Legal Proceedings~~	24

~~Item 4.~~	~~Mine Safety Disclosures~~	24

Item 5.	Market for ~~Registrant's~~Registrant’s Common Equity, Related Stockholder Matters and ~~Issuer~~Issuer’s Purchases of Equity Securities	2540

Item 6.	Selected Financial Data	2740

Item 7.	~~Management's~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations	2840

Item 7A.	Quantitative and Qualitative ~~Disclosures~~Disclosure About Market Risk	3448

Item 8.	Financial Statements and Supplementary Data	3448

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3449
Item 9A. Controls and Procedures	49
PART III
~~Item 9A.~~	~~Controls and Procedures~~	35

~~Item 9B.~~	~~Other Information~~	36

Item 10.	Directors, Executive Officers and Corporate Governance	3650

~~Item 11.~~	~~Executive Compensation~~	42

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4560

Item 13.	Certain Relationships and Related Transactions and Director Independence	4660
Item 14. Principal Accountant Fees and Services	67
PART IV
Item 15. Exhibits and Financial Statement Schedules.	68
Item 16. Form 10–K Summary.	68
SIGNATURES	70

	●	the expensive, time-consuming, and uncertain nature of clinical trials, which are susceptible to change, delays, termination, and differing interpretations;
	●	the ability to establish that potential products are efficacious or safe in preclinical or clinical trials;
	●	the fact that our current and future preclinical and clinical studies may be conducted outside the United States, and the United States Food and Drug Administration may not accept data from such studies to support any new drug applications we may submit after completing the applicable developmental and regulatory prerequisites;
	●	the ability to establish or maintain collaborations on the development of therapeutic candidates;
	●	the ability to obtain appropriate or necessary governmental approvals to market potential products;
	●	our ability to manufacture product candidates on a commercial scale or in collaborations with third parties;
	●	our significant and increasing liquidity needs and potential requirements for additional funding;
	●	our ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms;
	●	the intense competition we face, often from companies with greater resources and experience than us;
	●	our ability to retain key executives and scientists;
	●	The ability to secure and enforce legal rights related to our products, including intellectual property rights and patent protection; and
	●	other factors described in the “Risk Factors” section of this Annual Report on Form 10-K.

●	The convergence of cloud computing, virtualization (applications and infrastructure) and utility computing is around the corner. The ability of a vendor to offer an integrated basket of services on a SaaS model, will be a key differentiator.
●	Enterprises are becoming more digital. There is a strong convergence of human and machine intelligence thanks to drivers like advanced sensors and machine learning. Operations and technology are converging.
~~Contracts & Decision Making~~	●	~~Large multi-year contracts will be renegotiated~~Skincare Product Candidates: Develop product candidates that target skincare-related ailments common among cancer patients, such as radiodermatitis, chemotherapy-induced neuropathy, pruritus, rashes, and ~~broken down into shorter duration contracts and will involve multiple vendors rather than sole sourcing.~~dry skin.
~~Contracts & Decision Making~~	●	The ability to demonstrate value through Proof of Concepts (POCs) and willingness to offer outcome based pricing are becoming critical considerations for decision making, Requests for Proposal (RFP)-driven decisions are increasingly rare.

Product Candidate	Targeted Indications	Partner(s)	Status	Expected Next Steps
Cannabinoid-Infused Topical Product	Oncology- related skincare conditions (e.g., radiodermatitis)	U.S.-Based Center of Excellence	Research & Development / Discovery	IND submission; Exploratory Phase 1/2 trial

Cannabinoid + Chemotherapy Combination Therapy Oral synthetic CBD extract given alone or in combination with clomiphene, concurrently with dose-dense Temolozomide chemotherapy	Glioblastoma Multiforme Recurrent or progressive	Dr. Tali Siegal, Rabin Medical Center, Davidoff Institute of Oncology	Research & Development / Discovery	Exploratory Phase 1/2 trial

	●	Creating product candidates specific to the side effects of cancer and cancer treatment, with a novel focus on skincare.

	●	Employing evidence-based best practices specific to cancer patients.

	●	Generating clinical research to support the safety and effectiveness of its product candidates in cancer patients.

	●	Leveraging FDA approval, as most over-the-counter (“OTC”) products sold are not FDA approved.

	●	Combination Therapy (WO2017072773 and national phase filings in the U.S. and other countries/regions): Combinations of compositions comprising CBD and a therapeutic pharmaceutical cancer agents (ChEH/AEBS inhibitors, naphthoquinone or derivatives) for the treatment of cancer.

	●	Combination Therapy (EP 18165731.3 and WO2019/193112 and national patent filings in the U.S. and other countries/regions): Relates to regimes of drug administration and drug combinations that include a cannabinoid for use in the treatment of breast cancer, including triple-negative breast cancer.

	●	Cannabinoids in Combination with Chemotherapy (WO2021/028646): Relates to regimes of drug administration and cannabinoid administration for treatment of bladder, brain and spinal cord, colorectal, head and neck, lung, lymphoma, neuroendocrine, oesophageal, ovarian, pancreatic and prostate cancer.

	●	Radiodermatitis: A Phase 1/2 evaluating a CBD-infused formulation for skin.

	●	Recurrent or Progressive Glioblastoma Multiforme: A Phase 1/2 study of oral CBD extract in combination with Clomiphene or oral CBD extract alone given concurrently with dose-dense Temolozomide to patients with recurrent or progressive glioblastoma.

Name	Title	Specialization
Michael J. Zelefsky, M.D. (Chair)	Vice Chair, Department of Radiation Oncology, Chief, Brachytherapy Service, Memorial Sloan Kettering Cancer Center	Clinical Research
Angus Dagleish, M.D.	Professor, St. George’s University of London	Oncology Research
James Perry, M.D.	Neuro-Oncologist, Sunnybrook Research Institute; Professor, University of Toronto	Clinical Research
Zvi Vogel, Ph.D.	Professor, Neurobiology, Weizmann Institute	Oncology Research, Patent Contributor

Name		Description
Tikun Olam Ltd.		Tikun Olam Ltd. brings proprietary products and data, clinical research experience, and access to resources in Israel.
St. George’s University of London		St. George’s University of London brings research capabilities and relevant domain expertise in cancer and cannabinoids.
The Soroka Medical Cancer Center		The Soroka Medical Cancer Center brings clinical research capabilities and extensive patient access.

Twelve months ended December 31, 2016	Low		High

Quarter ended March 31, 2016	$	5.00	$	7.00
Quarter ended June 30, 2016	$	5.50	$	7.00
Quarter ended September 30, 2016	$	5.00	$	7.00
Quarter ended December 31, 2016	$	5.00	$	7.50

	Twelve Months Ended December 31,
	2016			2015

Net revenue	$	36,145,589		$	20,261,172
Cost of revenue		29,608,932			13,391,504
Gross profit		6,536,657			6,869,668

Operating expenses:
Selling and marketing		417,249			119,847
General and administration		8,552,966			5,721,633
Nonrecurring expenditures		1,585,136			1,655,962
Depreciation and amortization		1,361,169			166,208
Operating expenses		11,916,520			7,663,650

Operating income (loss):		(5,379,863	)		(793,982	)

Interest expense		(751,074	)		(238,471	)
Interest income/other income		-			89,918
Other income		16,604			-


Change due to estimate correction		(410,817	)		-
Total other income (expenses)		(1,145,287	)		(148,553	)
Net income (loss) before income taxes		(6,525,150	)		(942,535	)
Income tax benefit (provision)		3,747,846			128,460
Net income (loss)		(2,777,304	)		(814,075	)
Non-controlling interest		(3,382	)		-
Net income (loss) attributable to the Company		(2,780,686	)		(814,075	)

Foreign exchange translation adjustment		(7,426	)		-
Comprehensive income (loss)	$	(2,788,112	)	$	(814,075	)

Years ending December 31,	Amount

2017	$	2,464,184
2018		2,115,592
2019		1,748,250
2020		1,621,000
2021		815,678
Total	$	8,764,704

Name	Fees Earned or Paid in Cash		Stock Awards		RSU & Option Awards		All Other Compensation		Total
	($)		($)		($)		($)		($)
Jeffrey E. Eberwein		-		-		-		-		-
Srinidhi "Dev" Devanur		-		-		-		-		-
Giri Devanur		-		-		-		-		-
Dimitrios J. Angelis		-		-		-		-		-
Dr. Arthur M. Langer		-		-		-		-		-
Robert G. Pearse		-		-		-		-		-
Dhruwa N. Rai⁽¹⁾		-		-		7,000,000		-		7,000,000
Venkatraman Balakrishnan⁽²⁾		-		-		212,747		-		212,747
TOTAL		-		-		7,212,747		-		7,212,747

Name⁽¹⁾	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned⁽²⁾

Executive Officers, Present Directors and Proposed Directors:

Jeffrey E. Eberwein⁽³⁾⁽⁴⁾		4,436,443		25.72	%
Srinidhi "Dev" Devanur		6,276,375		43.05	%
Giri Devanur		2,179,125		14.95	%
Dimitrios J. Angelis⁽⁵⁾		42,663		*
Dr. Arthur M. Langer⁽⁶⁾		89,870		*
Robert G. Pearse⁽⁷⁾		41,809		*
Carlos Fernandez		101,250		*
Venkatraman Balakrishnan		-		*
Srirangan Rajagopal		432,000		2.96	%
Dhruwa N. Rai⁽⁸⁾		833,334		5.59	%
All executive officers and directors as a group (10 persons)⁽⁹⁾		14,432,869		81.75	%

5% Stockholders:

Lone Star Value Management, LLC⁽³⁾⁽⁴⁾		4,436,443		25.72	%