[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

We cordially invite you to attend a special meeting of the stockholders (the “Special Meeting”) of Enveric Biosciences, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), which will be held on May 14, 2021, at 10:00 a.m. Eastern time at www.virtualshareholdermeeting.com/ENVB2021SM. In light of the ongoing developments related to the novel coronavirus (“COVID-19”), the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/ENVB2021SM and entering the 16-digit control number on your proxy card or voting instruction form, as applicable. To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement.

Details regarding the Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Stockholders Meeting and proxy statement. You are entitled to vote at our Special Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder as of April 8, 2021.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Special Meeting online, please vote as promptly as possible by following the instructions in the accompanying proxy statement to ensure your representation and the presence of a quorum at the Special Meeting. As an alternative to voting online during the Special Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the accompanying proxy card.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary, or you may also virtually attend the meeting and vote online during the meeting.

On behalf of the board of directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the Special Meeting online.

If you have any questions regarding the attached proxy statement or need assistance in voting your shares of common stock, please contact our proxy solicitor, Kingsdale Advisors, by telephone at 1-866-851-2468 (stockholders) and 416-867-2272 (brokers, banks and other nominees), or by email at contactus@kingsdaleadvisors.com.

Notice is hereby given that a special meeting of the stockholders (the “Special Meeting”) of Enveric Biosciences, Inc., a Delaware corporation (the “Company”), will be held on May 14, 2021, at 10:00 a.m. Eastern time via a live webcast on the Internet. You will be able to virtually attend the Special Meeting online, vote and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/ENVB2021SM during the meeting. Only stockholders of record of our common stock on April 8, 2021 (the “Record Date”) will be entitled to vote at the Special Meeting and any adjournments, continuations or postponements thereof that may take place. We are holding the Special Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. To ratify the filing and effectiveness of the certificate of amendment to the Company’s amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on December 30, 2020 (the “Reverse Stock Split Amendment”) and the one-for-four reverse stock split of the Company’s common stock (the “2020 Reverse Stock Split”) that was effected thereby and became effective on December 30, 2020 (collectively, the “Reverse Stock Split Amendment Ratification”); and

2. To approve an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Amendment Ratification (the “Adjournment Proposal”).

As described in the proxy statement accompanying this notice, because there may be uncertainty regarding the validity or effectiveness of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split, our Board of Directors is submitting the Reverse Stock Split Amendment Ratification to the Company’s stockholders in order to eliminate such uncertainty. The Reverse Stock Split Amendment Ratification is being submitted to our stockholders pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”) and Delaware common law. Under Section 204 of the DGCL, stockholders of record as of December 30, 2020 (including holders of our non-voting preferred stock), other than holders whose identities or addresses cannot be determined from our records, as well as holders of record of our non-voting preferred stock as of the record date for the Special Meeting, are being given notice of the Special Meeting, but are not entitled to attend the Special Meeting or vote on any matter presented at the Special Meeting unless they were also holders of our common stock as of April 8, 2021, the record date for the Special Meeting.

As discussed in the proxy statement accompanying this notice, in the Reverse Stock Split Amendment Ratification, the stockholders are being asked to vote upon the ratification of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split (in which each four outstanding shares of common stock were combined into one share of common stock (with fractional shares being rounded up to the nearest whole share), resulting in the combination of all previously outstanding shares of the Company’s common stock into a total of approximately 9.85 million shares of common stock). As noted above and as further described in the proxy statement, there may be uncertainty with respect to the validity or effectiveness of those acts. Specifically, certain shares of common stock held through a broker, bank or other nominee and with respect to which the beneficial owner had not provided the broker, bank or other nominee with voting instructions, were voted by the broker, bank or other nominee in favor of the approval of Reverse Stock Split Amendment and the 2020 Reverse Stock Split in what was considered to be in accordance with the rules of the New York Stock Exchange. Certain statements made in the Company’s definitive proxy statement and prospectus for the Company’s Special Meeting of Stockholders held on December 29, 2020 (the “December 29 Meeting”) were inconsistent with this approach. Therefore, although our Board of Directors believes that the Reverse Stock Split Amendment and the 2020 Reverse Stock Split have been properly approved and are effective, our Board of Directors approved the ratification of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split pursuant to Section 204 of the DGCL and Delaware common law in order to eliminate any uncertainty related to the effectiveness of these corporate acts.

This notice and the accompanying proxy statement (including the resolutions adopted by the Company’s Board of Directors attached to the accompanying proxy statement as Appendix A and the text of Sections 204 and 205 of the DGCL attached to the accompanying proxy statement as Appendix B) constitute the notice required to be given to our stockholders under Section 204 of the DGCL in connection with the Reverse Stock Split Amendment Ratification and is being given to stockholders of record (both voting and non-voting) as of the Record Date and to stockholders of record (both voting and non-voting), as of December 30, 2020, other than holders whose identities or addresses cannot be determined from our records. However, such holders of our stock (both voting and non-voting) of record as of December 30, 2020 are not entitled to virtually attend the Special Meeting or vote on any matter presented at the Special Meeting unless they were also holders of such stock as of the Record Date.

Under Sections 204 and 205 of the DGCL, when a matter is submitted for ratification at a stockholders meeting, any claim that a defective corporate act ratified under Section 204 is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare, in its discretion, that a ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must, in either case, be brought within 120 days from the time a certificate of validation is filed with the secretary of state of the State of Delaware and becomes effective in accordance with the DGCL. The Company expects to file a certificate of validation for the Reverse Stock Split Amendment Ratification that is approved by our stockholders promptly after the Special Meeting. Accordingly, if the Reverse Stock Split Amendment Ratification is approved at the Special Meeting, any claim that the filing and effectiveness of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split, are void or voidable due to the failure to receive the requisite stockholder approval at the December 29 Meeting, or that the Delaware Court of Chancery should declare, in its discretion, that the Reverse Stock Split Amendment Ratification not be effective or be effective only on certain conditions, must, in either case, be brought within 120 days from the time at which a certificate of validation filed with respect to such Reverse Stock Split Amendment Ratification becomes effective under the DGCL (which, with respect to the Reverse Stock Split Amendment Ratification, will be the applicable “validation effective time” as set forth in the Reserve Stock Split Amendment Ratification).

Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Board of Directors has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal. The Board of Directors recommends a vote FOR the Reverse Stock Split Amendment Ratification (Proposal 1) and FOR the Adjournment Proposal (Proposal 2).

The Board of Directors has fixed the close of business on April 8, 2021 as the Record Date for the Special Meeting. Only stockholders of record on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or, continuations(s), or adjournment(s) of the Special Meeting. Additionally, in compliance with Section 204 of the DGCL, this notice and the accompanying proxy statement is being given to our stockholders of record (both voting and non-voting) as of December 30, 2020 (other than holders whose identities or addresses cannot be determined from our records), although such stockholders will not be entitled to attend or vote at the Special Meeting unless they were also stockholders of record as of the Record Date. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at our offices during regular business hours for the 10 calendar days prior to the Special Meeting and online during the Special Meeting.

Whether or not you plan to attend the Special Meeting online, we urge you to vote your shares as promptly as possible by Internet, telephone or mail.

On behalf of our entire Board of Directors, we thank you for your continued support.

Unless the context otherwise requires, references in this proxy statement to “we,” “us,” “our,” the “Company” or “Enveric” refer to Enveric Biosciences, Inc., a Delaware corporation and its consolidated subsidiary as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.01 per share (“Common Stock”).

The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of Enveric Biosciences, Inc. to be voted at the Company’s Special Meeting of Stockholders (the “Special Meeting”) to be held on May 14, 2021, and at any adjournment, continuation or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”). The Special Meeting will be held virtually via a live webcast on the Internet on May 14, 2021 at 10:00 a.m. Eastern time. This proxy statement and accompanying form of proxy are dated April ___, 2021 and are expected to be first sent or given to stockholders on or about April ___, 2021.

If you held shares of our Common Stock at the close of business on April 8, 2021 (the “Record Date”), you are invited to attend the Special Meeting virtually at www.virtualshareholdermeeting.com/ENVB2021SM and if you held shares of our Common Stock at the close of business on the Record Date, you are invited to vote on the proposals described in this proxy statement.

The executive offices of the Company are located at, and the mailing address of the Company is, 4851 Tamiami Trail N., Suite 200, Naples, FL 34103.

The Company will pay the costs of soliciting proxies from stockholders. We have retained Kingsdale Advisors to assist in the solicitation of proxies for a fee of $_____ plus reimbursement of expenses. In addition to solicitation by mail and by Kingsdale Advisors, our directors, officers and employees may solicit proxies on behalf of the Company, without additional compensation, by telephone, facsimile, mail, on the Internet or in person.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on May 14, 2021: Pursuant to SEC rules, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice of Special Meeting and Proxy Statement are also available at www.proxyvote.com.

A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.”

A proxy statement is a document that regulations of the SEC require that we give to you when we ask you to sign a proxy card to vote your stock at the Special Meeting.

As further described in this proxy statement, we have determined that there may be uncertainty regarding the validity and effectiveness of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split and are submitting the Reverse Stock Split Amendment Ratification to the Company’s stockholders in order to eliminate such uncertainty. The Reverse Stock Split Amendment Ratification is being submitted to our stockholders pursuant to Section 204 of the Delaware General Corporation Law, or DGCL, and Delaware common law. Under Section 204 of the DGCL, stockholders of record as of December 30, 2020 (both voting and non-voting), other than holders whose identities or addresses cannot be determined from our records, are being given notice of the Special Meeting but are not entitled to attend the Special Meeting or vote on any matter presented at the Special Meeting unless they were also holders of our Common Stock as of April 8, 2021, the record date for the Special Meeting (the “Record Date”).

This proxy statement (including the resolutions adopted by the Company’s Board attached to this proxy statement as Appendix A and the text of Sections 204 and 205 of the DGCL attached to this proxy statement as Appendix B) and the accompanying Notice constitute the notice required to be given to our stockholders under Section 204 of the DGCL in connection with the Reverse Stock Split Amendment Ratification and is being given to our stockholders of record (including holders of our non-voting preferred stock) as of the Record Date and to stockholders of record as of December 30, 2020 (both voting and non-voting), other than holders whose identities or addresses cannot be determined from our records. However, such holders of our stock (both voting and non-voting) of record as of December 30, 2020 are not entitled to virtually attend the Special Meeting or vote on any matter presented at the Special Meeting unless they were also holders of such stock as of the Record Date.

Under Sections 204 and 205 of the DGCL, when a matter is submitted for ratification at a stockholders meeting, any claim that a defective corporate act ratified under Section 204 is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare, in its discretion, that a ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must, in either case, be brought within 120 days from the time a certificate of validation is filed with the secretary of state of the State of Delaware and becomes effective in accordance with the DGCL. The Company expects to file a certificate of validation for the Reverse Stock Split Amendment Ratification that is approved by our stockholders promptly after the Special Meeting. Accordingly, if the Reverse Stock Split Amendment Ratification is approved at the Special Meeting, any claim that the filing and effectiveness of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split, as applicable, are void or voidable due to the failure to receive the requisite stockholder approval at the Company’s Special Meeting of Stockholders held on December 29, 2020 (the “December 29 Meeting”), or that the Delaware Court of Chancery should declare, in its discretion, that the Reverse Stock Split Amendment Ratification not be effective or be effective only on certain conditions, must, in either case, be brought within 120 days from the time at which a certificate of validation filed with respect to such Reverse Stock Amendment Ratification becomes effective under the DGCL (which, with respect to the Reverse Stock Split Amendment Ratification, will be the applicable “validation effective time” as set forth in the Reserve Stock Split Amendment Ratification).

The Record Date to determine the stockholders entitled to notice of and to vote at the Special Meeting is the close of business on April 8, 2021. The Record Date is established by the Board as required by Delaware law. On the Record Date, _________ shares of Common Stock were issued and outstanding.

Holders of Common Stock at the close of business on the Record Date may vote at the Special Meeting.

In connection with the Reverse Stock Split Amendment Ratification, stockholders of record (both voting and non-voting) as of December 30, 2020, other than holders whose identities or addresses cannot be determined from our records, are being given notice of the Special Meeting under Section 204 of the DGCL. However, such holders of our stock as of December 30, 2020 are not entitled to virtually attend the Special Meeting or vote on any matter presented at the Special Meeting unless they were a stockholder of record as of the Record Date.

Each share of our Common Stock entitles the holder to one vote on all matters to come before the Special Meeting.

When and where is the Special Meeting and what do I need to be able to attend online?

The Special Meeting will be held on May 14, 2021, at 10:00 a.m. Eastern time at www.virtualshareholdermeeting.com/ENVB2021SM. Any stockholder who owns our Common Stock on the Record Date can attend the Special Meeting online.

You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/ENVB2021SM. To participate in the virtual meeting, you will need a 16-digit control number included on your proxy card or voting instruction form, as applicable. The meeting webcast will begin promptly at 10:00 a.m. Eastern time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

By completing and submitting a proxy, you will direct the designated persons (known as “proxies”) to vote your stock at the Special Meeting in accordance with your instructions. The Board has appointed David Johnson, our Chief Executive Officer and Chairman of the Board of Directors, and John Van Buiten, our Chief Financial Officer, to serve as the proxies for the Special Meeting.

In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern time on May 13, 2021. Proxies submitted by U.S. mail must be received before the start of the Special Meeting.

Your proxy will be voted according to your instructions. If you are a stockholder of record and do not vote via the Internet or telephone or by returning a signed proxy card, your shares will not be voted unless you virtually attend the Special Meeting and vote your shares online. If you vote via the Internet or telephone and do not specify contrary voting instructions, your shares will be voted in accordance with the recommendations of our Board on all matters, and in the discretion of proxy holders as to any other matters that may properly come before the meeting or any adjournment, continuation or postponement thereof. Similarly, if you sign and submit your proxy card or voting instruction card with no instructions, your shares will be voted in accordance with the recommendations of our Board on all matters, and in the discretion of proxy holders as to any other matters that may properly come before the meeting or any adjournment, continuation or postponement thereof. We know of no other business to be considered at the Special Meeting.

If your shares are registered in the name of a broker, bank or other nominee (typically referred to as being held in “street name”), there are four ways to vote:

In the event you do not provide instructions on how to vote, your broker will have authority to vote your shares. Under the rules that govern brokers who are voting with respect to shares that are held in street name, brokers have the discretion to vote such shares on “routine” matters, but not on “non-routine” matters. The NYSE has informed us that each of the Reverse Stock Split Amendment Ratification and the Adjournment Proposal is a “routine” matter. Accordingly, your broker, bank or other nominee may vote your shares without receiving instructions from you on Proposal 1 (Reverse Stock Split Amendment Ratification) and Proposal 2 (Adjournment Proposal). A failure to instruct your broker, bank or other nominee on how to vote your shares will not necessarily count as a vote against the proposal.

~~Holders of common stock, par value $0.01 per share (“common stock”), outstanding as~~SEC within four business days of the close of business on [___], 2019 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting. As of the Record Date, there were [___] shares of common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on all matters. No class of securities other than our common stock will be entitled to vote at the Annual Meeting. There are no cumulative voting rights.meeting.

~~Voting Requirements~~

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, constitute a quorum for the transaction of business at the Annual Meeting. Shares that reflect abstentions and broker non-votes, if any, count as present at the Annual Meeting for the purposes of determining a quorum. A broker non-vote occurs when a bank, broker or other nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does not have discretionary voting power and has not received instructions from the beneficial owner.

~~The vote requirement for each matter is as follows:~~

~~Proposal~~

PROPOSAL 1 (Election of Directors) - Directors are elected by a plurality of the votes cast, and the four nominees who receive the greatest number of favorable votes of the holders of the common stock cast in the election of directors will be elected directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Proposal 2 (Ratification of Appointment of Independent Auditors) - The ratification of the appointment of our independent auditors requires the favorable vote of the holders of a majority of the common stock having voting power present in person or represented by proxy and entitled to vote thereon.

Proposal 3 (Approval of the Reverse Stock Split) - To be approved, Proposal 3 must receive favorable votes from the holders of a majority of the voting capital outstanding and entitled to vote at the Annual Meeting.

~~Table of Contents~~

In the election of directors (Proposal 1), abstentions and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote. With respect to the ratification of the appointment of our independent registered public accounting firm (Proposal 2) abstentions will have the same effect as voting against such proposals, and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote. The approval of Proposal 2 is a routine proposal on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner, so broker non-votes are unlikely to result from Proposal 2. With respect to the approval of the reverse stock split (Proposal 3) abstentions and broker non-votes will have the same effect as voting against such proposals.

~~The Board of Directors’ Voting Recommendations~~

~~The Board of Directors recommends that you vote your shares “FOR” each of the Board of Directors’ four nominees that are standing for election to the Board of Directors (Proposal 1); “FOR” the ratification of the appointment of our independent auditors (Proposal 2); and “FOR” the approval of the reverse stock split (Proposal 3).~~

~~How to Vote~~

~~If you are a stockholder of record as of the Record Date, you may vote using any of the following methods:~~

~~By the internet~~. Specific instructions for stockholders of record who wish to use internet voting procedures are set forth on the notice of internet availability of proxy materials and on the proxy card. If you own shares held in street name, you will receive voting instructions from your broker, bank or nominee and may vote by the internet if they offer that alternative. Please note that internet voting will close at 11:59 p.m. on [___], 2019.

~~Proxy card or voting instruction card. If you received a proxy card or voting instruction card in the mail, complete, sign and date the card and return it in the prepaid envelope.~~

~~In person at the Annual Meeting~~. All stockholders may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you own shares held in street name, you must obtain a legal proxy from your broker, bank or nominee and present it to the inspector of election with your ballot when you vote at the Annual Meeting.

Giving us your proxy means you authorize the Board of Directors’ designated proxy holders (who are identified on the enclosed proxy card) to vote your shares at the Annual Meeting in the manner that you have indicated and in their best judgment on such other matters that may properly come before the Annual Meeting. If you sign, date and return the enclosed proxy card but do not indicate your vote, the designated proxy holders will vote your shares “~~FOR” each of the Board of Directors’ four nominees that are standing for election to the Board of Directors (Proposal 1); “FOR” the ratification of the appointment of our independent auditors (Proposal 2); and “FOR” the approval of the reverse stock split (Proposal 3).~~

~~If You Plan to Attend the Annual Meeting~~

Attendance at the Annual Meeting will be limited to stockholders and the Company’s invited guests. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding shares of common stock in brokerage accounts or through a bank or other nominee may be required to show a brokerage statement or account statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. You may contact our Chief Financial Officer, Barry Kostiner, at barry.kostiner@ameri100.com for directions to the Annual Meeting.

If you are a stockholder of record as of the Record Date, you may vote your shares of common stock in person by ballot at the Annual Meeting. If you hold your shares of common stock in a stock brokerage account or through a bank or other nominee, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting.

~~Table of Contents~~

~~Revoking a Proxy~~

You may revoke your proxy by submitting a new proxy with a later date or by notifying our Corporate Secretary in writing at 5000 Research Court, Suite 750, Suwanee, Georgia 30024. If you attend the Annual Meeting in person and vote by ballot, any previously submitted proxy will be revoked.

~~How We Solicit Proxies~~

We will solicit proxies and will bear the entire cost of our solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement and any additional materials furnished to our stockholders. We have retained Alliance Advisors, LLC (“Alliance Advisors”) to assist us in the solicitation of proxies, as described in “General-Cost of Solicitation” below. The initial solicitation of proxies by mail may be supplemented by telephone, fax, e-mail, internet and personal solicitation by our directors, officers or other regular employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other regular employees for their proxy solicitation efforts. Fees paid to Alliance Advisors are described in “General-Cost of Solicitation” below.

~~If You Receive More Than One Proxy Card~~

If you hold your shares of common stock in more than one account, you will receive a proxy card for each account. To ensure that all of your shares of shares of common stock are voted, please vote using a proxy card for each account that you own. It is important that you vote all of your shares of common stock.

~~Broker Non-Votes~~

If the shares you own are held in “street name” by a bank, brokerage firm or other nominee, your nominee, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your nominee provides to you. If you do not give instructions to your nominee, your nominee will determine whether it has discretionary authority to vote your shares. Applicable regulations prohibit nominees from voting shares on non-routine matters unless the beneficial owners indicate how the shares are to be voted. Therefore, unless you instruct your nominee on how to vote your shares with respect to the approval of the Certificate of Incorporation amendment or the election of directors, your nominee will be prohibited from voting on such matters on your behalf. Your nominee will, however, continue to have discretionary authority to vote uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm.

If your nominee returns a valid proxy but is not able to vote your shares, they will constitute “broker non-votes,” which are counted for the purpose of determining the presence of a quorum and will be counted against the proposal for the amendment of the Company’s Certificate of Incorporation. Broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting other than the amendment of the Company’s Certificate of Incorporation.

~~If You Have Any Questions~~

~~If you have any questions, or need assistance in voting your shares, please contact the firm assisting us in the solicitation of proxies:~~

~~Alliance Advisors LLC~~

~~200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003~~

~~(833) 814-9456~~

~~Table of Contents~~

~~CORPORATE GOVERNANCE~~RATIFICATION OF THE FILING AND ~~ETHICS~~

EFFECTIVENESS OF THE CERTIFICATE OF

~~Composition of the Board of Directors~~

The current number of directors on our Board of Directors is four. Under our bylaws, the number of directors on our Board of Directors will not be less than three and may be increased or decreased by resolution of the Board of Directors.

~~Director Nomination Process~~

~~Director Qualifications~~

In evaluating director nominees, the Nominations and Corporate Governance Committee of our Board of Directors considers the appropriate size of the Board of Directors, as well as the qualities and skills of individual candidates. Factors considering include the following:

~~A history illustrating personal and professional integrity and ethics;~~

~~Independence;~~

~~Successful business management experience;~~

~~Public company experience, as officer or board member;~~

~~Relevant professional experience; and~~

~~Educational background.~~

The Nominations and Corporate Governance Committee’s goal is to assemble a Board of Directors that brings the Company a diversity of perspectives and skills derived from the factors considered above. The Nominations and Corporate Governance Committee also considers candidates with relevant non-business experience and training.

AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE
ON DECEMBER 30, 2020 AND THE REVERSE STOCK SPLIT EFFECTED THEREBY

Our Board of Directors believes that it is necessary for each of our directors to possess many qualities and skills. When searching for new candidates, the Nominations and Corporate Governance Committee considers the evolving needs of the Board of Directors and searches for candidates that fill any current or anticipated future gap. Our Board of Directors also believes that all directors must possess a considerable amount of business management (such as experience as a chief executive or chief financial officer) and educational experience. The Nominations and Corporate Governance Committee first considers a candidate’s management experience and then considers issues of judgment, background, stature, conflicts of interest, integrity, ethics and commitment to the goal of maximizing stockholder value when considering director candidates. The Nominations and Corporate Governance Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. The Nominations and Corporate Governance Committee does not have a formal policy with respect to diversity; however, our Board of Directors and the Nominations and Corporate Governance Committee believe that it is essential that the directors represent diverse viewpoints. In considering candidates for our Board of Directors, the Nominations and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board of Directors are also considered.

Other than the foregoing background factors that are considered in selecting director candidates, there are no stated minimum qualifications for director nominees, although the Nominations and Corporate Governance Committee may also consider such other facts as it may deem are in the best interests of Ameri and our stockholders. The Nominations and Corporate Governance Committee does believe it appropriate for at least one, and preferably several, members of our Board of Directors to meet the criteria for an “Audit Committee financial expert” as defined by the rules of the Securities and Exchange Commission (the “SEC”), and that a majority of the members of our Board of Directors meet the definition of an “independent director” under the listing standards of the NASDAQ Stock Market.

~~Table of Contents~~

~~Identification and Evaluation of Nominees for Directors~~

The Nominations and Corporate Governance Committee identifies nominees for director by first evaluating the current members of our Board of Directors willing to continue their service on the Board of Directors. Current members with qualifications and skills that are consistent with the Nominations and Corporate Governance Committee’s criteria for service on the Board of Directors and who are willing to continue their service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board of Directors with that of obtaining new perspectives. If any member of our Board of Directors does not wish to continue his or her service or if our Board of Directors decides not to re-nominate a member for re-election, the Nominations and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominations and Corporate Governance Committee generally polls our Board of Directors and members of management for their recommendations regarding potential new nominees. The Nominations and Corporate Governance Committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input from our stockholders, industry experts or analysts. The Nominations and Corporate Governance Committee reviews the qualifications, experience and background of the candidates.

Final candidates are interviewed by some or all of our independent directors and our Chief Executive Officer. In making its determinations, the Nominations and Corporate Governance Committee evaluates each individual in the context of our Board of Directors as a whole, with the objective of assembling a group that can best attain success for Ameri and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the Nominations and Corporate Governance Committee makes its recommendation to our Board of Directors. Historically, the Nominations and Corporate Governance Committee has not relied on third-party search firms to identify board candidates. The Nominations and Corporate Governance Committee may in the future choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient to identify and acquire an appropriate candidate.

The Nominations and Corporate Governance Committee does not have a formal policy regarding consideration of director candidate recommendations from our stockholders. Any recommendations received from stockholders have been and will continue to be evaluated in the same manner as potential nominees suggested by members of our Board of Directors or management. Stockholders wishing to suggest a candidate for director should write to our Corporate Secretary at our corporate headquarters. In order for us to effectively consider a recommendation for a nominee for a director position, stockholders must provide the following information in writing: (i) the stockholder’s name and contact information; (ii) the class and number of shares beneficially owned by the stockholder; (iii) a statement that the stockholder is proposing a candidate for consideration as a director nominee to the Nominations and Corporate Governance Committee of our Board of Directors; (iv) the name, age, business address and residence address of the candidate and confirmation that the candidate is willing to be considered and serve as a director of the Company if elected; (v) a description of all arrangements and understandings and the relationship between the stockholder making the recommendation and the candidate being recommended and between the candidate and any customer, supplier, or competitor of the Company; (vi) the principal occupation and educational background of the candidate; (vii) a statement of the value that the candidate would add to our Board of Directors, including addressing the factors that our Board of Directors normally considers in assessing board candidates as stated above; and (viii) at least three character references with complete contact information. In order to give the Nominations and Corporate Governance Committee sufficient time to evaluate a recommended candidate, any such recommendation should be received by our Corporate Secretary at our corporate headquarters not later than the 120th calendar day before the one year anniversary of the date our proxy statement was mailed to stockholders in connection with the previous year’s annual meeting of stockholders.

~~Board Leadership Structu~~re

We believe it is beneficial to separate the roles of Chief Executive Officer and Chairman of the Board of Directors to facilitate their differing roles in the leadership of the Company. The role of the Chairman is to set the agenda for, and preside over, board meetings, as well as providing advice and assistance to the Chief Executive Officer. In contrast, the Chief Executive Officer is responsible for handling the day-to-day management direction of the Company, serving as a leader to the management team, and formulating corporate strategy.

~~Srinidhi “Dev” Devanur is currently the Executive Chairman of our Board. The three independent directors are Dimitrios J. Angelis, Thoranath Sukumaran and Carmo Martella.~~

~~Table of Contents~~

Following the Annual Meeting, we will continue our philosophy and practice of keeping the Chairman and Chief Executive Officer roles separate. We believe the working relationship between an independent Chairman and our Chief Executive Officer, on the one hand, and between out Chairman and the other independent directors, on the other, enhances and facilitates the flow of information between management and our Board of Directors as well as the ability of our independent directors to evaluate and oversee management and its decision-making.

~~Board Meeting Attendance~~

Our Board of Directors held [__] in person or telephonic meetings during the year ended December 31, 2018. No director who served as a director during the past year attended fewer than 75% of the aggregate of the total number of meetings of our Board of Directors.

~~Director Independence~~

~~Our Board of Directors~~ has determined that all director nominees, except for Srinidhi “Dev” Devanur, our Executive Chairman, are independent directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). In determining the independence of our directors, the Board of Directors considered all transactions in which the Company and any director had any interest, including those discussed under “Related Transactions and Section 16(a) Beneficial Ownership Reporting Compliance” below. The independent directors meet as often as necessary to fulfill their responsibilities, including meeting at least twice annually in executive session without the presence of non-independent directors and management.

~~Director Attendance at the Annual Meeting~~

~~Although we do not have a formal policy regarding attendance by members of our Board of Directors at the Annual Meeting, we encourage all of our directors to attend.~~

~~Committees of the Board of Directors~~

~~Our Board of Directors currently has three standing committees. The current members of our committees are identified below:~~

~~Committees~~

~~Director~~

~~Audit~~

~~Compensation~~

~~Nominations and~~

~~Corporate~~
~~Governance~~

~~Dimitrios J. Angelis~~

~~Thoranath Sukumaran~~

~~Carmo Martella~~

~~Srinidhi “Dev” Devanur~~

~~Srinidhi Devanur, our Executive Chairman, does not serve on any of our standing committees.~~

~~Audit Committee~~. The Audit Committee consists of Messrs. Angelis, Sukumaran and Martella. The Audit Committee held 4 meetings during the year ended December 31, 2018. All members of the Audit Committee (i) are independent directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules); (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) have not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (iv) are able to read and understand fundamental financial statements. Mr. Angelis qualifies as an “Audit Committee financial expert” as defined in the rules and regulations established by the SEC. The Audit Committee is governed by a written charter approved by our Board of Directors. The functions of the Audit Committee include, among other things:

~~Meeting with our management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting;~~

~~Table of Contents~~

~~Meeting with our independent registered public accounting firm and with internal financial personnel regarding the adequacy of our internal controls and the objectivity of our financial reporting;~~

~~Recommending to our Board of Directors the engagement of our independent registered public accounting firm;~~

Reviewing our quarterly and audited consolidated financial statements and reports and discussing the statements and reports with our management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management; and

~~Reviewing our financial plans and reporting recommendations to our full Board of Directors for approval and to authorize action.~~

~~Both our independent registered public accounting firm and internal financial personnel regularly meet privately with our Audit Committee and have unrestricted access to the Audit Committee.~~

~~Compensation Committee~~. The Compensation Committee consists of Messrs. Angelis and Sukumaran. The Compensation Committee held 2 meetings during the year ended December 31, 2018. Messrs. Angelis and Sukumaran are independent, as determined under the various NASDAQ Stock Market, SEC and Internal Revenue Service qualification requirements. The Compensation Committee is governed by a written charter approved by our Board of Directors. The charter of the Compensation Committee permits the Compensation Committee to engage outside consultants and to consult with our human resources department when appropriate to assist in carrying out its responsibilities. Compensation consultants have not been engaged by the Company to recommend or assist in determining the amount or form of compensation for any current executive officers or directors of the Company. The Committee may also obtain advice and assistance from internal or external legal, accounting, or other advisers selected by the Committee. The functions of the Compensation Committee include, among other things:

Reviewing and, as it deems appropriate, recommending to our Board of Directors, policies, practices, and procedures relating to the compensation of our directors, officers and other managerial employees and the establishment and administration of our employee benefit plans;

Establishing appropriate incentives for officers, including the Chief Executive Officer, to encourage high performance, promote accountability and adherence to company values and further our long-term strategic plan and long-term value; and

~~Exercising authority under our employee benefit plans.~~

~~Corporate Governance Committee~~. The Nominations and Corporate Governance Committee consists of Mr. Angelis. The Nominations and Corporate Governance Committee held 2 meetings during the year ended December 31, 2018. Mr. Angelis is an independent director (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). The Nominations and Corporate Governance Committee is governed by a written charter approved by our Board of Directors. The functions of the Nominations and Corporate Governance Committee include, among other things:

~~Reviewing and recommending nominees for election as directors;~~

~~Assessing the performance of our board of directors;~~

~~Developing guidelines for the composition of our board of directors;~~

~~Reviewing and administering our corporate governance guidelines and considering other issues relating to corporate governance; and~~

~~Oversight of the Company compliance officer and compliance with the Company’s Code of Ethics and Business Conduct and Code of Ethics for our Chief Executive Officer and Senior Financial Officers.~~

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~~The Board of Directors’ Role in Risk Oversight~~

Our Board of Directors, as a whole and also at the committee level, has an active role in managing enterprise risk. The members of our Board of Directors participate in our risk oversight assessment by receiving regular reports from members of senior management and the Company compliance officer appointed by our Board of Directors on areas of material risk to us, including operational, financial, legal and regulatory, and strategic and reputational risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee oversees management of financial risks, as well as our policies with respect to risk assessment and risk management. The Nominations and Corporate Governance Committee manages risks associated with the independence of our Board of Directors and potential conflicts of interest. Members of the management team report directly to our Board of Directors or the appropriate committee. The directors then use this information to understand, identify, manage, and mitigate risk. Once a committee has considered the reports from management, the chairperson will report on the matter to our full Board of Directors at the next meeting of the Board of Directors, or sooner if deemed necessary. This enables our Board of Directors and its committees to effectively carry out its risk oversight role.

~~Communications with our Board of Directors~~

Any stockholder may send correspondence to our Board of Directors c/o Corporate Secretary, Ameri Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia, 30024. Our Corporate Secretary will review all correspondence addressed to our Board of Directors, or any individual director, and forward all such communications to our Board of Directors or the appropriate director prior to the next regularly scheduled meeting of our Board of Directors following the receipt of the communication, unless the corporate secretary decides the communication is more suitably directed to Company management and forwards the communication to Company management. Our Corporate Secretary will summarize all stockholder correspondence directed to our Board of Directors that is not forwarded to our Board of Directors and will make such correspondence available to our Board of Directors for its review at the request of any member of our Board of Directors.

~~Code of Business Conduct and Ethics~~

We have established a Code of Ethics and Business Conduct and a Code of Ethics for our Chief Executive Officer and Senior Financial Officers (the “Ethics Codes”) that apply to our officers, directors, employees and contractors. The Ethics Codes contain general guidelines for conducting our business consistent with the highest standards of business ethics and compliance with applicable law, and is intended to qualify as “codes of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. Day-to-day compliance with the Ethics Codes is overseen by the Company compliance officer appointed by our Board of Directors. If we make any amendments to the Ethics Codes or grant any waiver from a provision of the Ethics Codes to any director or executive officer, we will promptly disclose the nature of the amendment or waiver on the “Investors” section of the Company’s website (www.ameri100.com) under the tab “Corporate Governance”.

~~Corporate Governance Documents Available Online~~

Our corporate governance documents, including the Audit Committee charter, Compensation Committee charter, Nominations and Corporate Governance Committee charter and Ethics Codes, are available free of charge on the “Investors” section of our website (www.ameri100.com) under the tab “Corporate Governance”. Information contained on our website is not incorporated by reference in, or considered part of, this Proxy Statement. Stockholders may also request paper copies of these documents free of charge upon written request to Investor Relations, Ameri Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia 30024.

~~Director Term Limits~~

~~Our Board of Directors does not currently have a term limit policy limiting the number of years a director may serve on the Board of Directors.~~

~~Table of Contents~~

~~Executive Officers~~

The names of our executive officers, their ages, their positions with Ameri, and other biographical information as of [______], 2019, are set forth below. There are no family relationships among our directors and executive officers.

~~Name~~	~~Age~~	~~Position~~

~~Srinidhi “Dev” Devanur~~	53	~~Executive Chairman of the Board~~
~~Brent Kelton~~	48	~~Chief Executive Officer~~
~~Barry Kostiner~~	48	~~Chief Financial Officer~~

~~Srinidhi “Dev” Devanur~~ became our Executive Vice Chairman and a member of our Board in May 2015. He became our Executive Chairman in December 2018. 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 Company 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.

~~Brent Kelton~~ became our Chief Executive Officer in December 2017. Mr. Kelton previously joined the Company in March 2017 through its acquisition of Ameri100 California Inc. (formerly ATCG Technology Solutions, Inc. (ATCG)) as a wholly-owned operating subsidiary of the Company, which Mr. Kelton led. Prior to joining Ameri, he previously led Fujitsu’s North American SAP business unit and KPIT Technologies Limited’s SAP strategic business unit, at which he grew KPIT to over 1,600 employees globally with annual revenues of $125 million. Mr. Kelton has also held leadership positions at several technology service providers focused on implementation services and support of SAP solutions. Mr. Kelton holds a bachelor of science degree in business analysis and management information systems from Texas A&M University and has completed executive education courses at the Stanford Graduate School of Business.

~~Barry Kostiner~~ became our Chief Financial Officer in October 2018. Prior to joining Ameri, Mr. Kostiner served as an advisor on capital markets and business development to LinKay Technologies, Inc. a company specializing in artificial intelligence technologies, which Mr. Kostiner joined in April 2017. From November 2017 to October 2018, Mr. Kostiner also served as a consultant on data analytics and mergers and acquisition strategy to Cypress Skilled Nursing, a skilled nursing services company. From January 2011 to October 2018, Mr. Kostiner served as a principal at Three Pillars Energy, a consulting company. From June 2013 to March 2015, he was a portfolio manager with Platinum Management, a multi-strategy hedge fund. Mr. Kostiner holds a bachelor of science degree in electrical engineering and a master of science degree in operations research from the Massachusetts Institute of Technology.

~~Table of Contents~~

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

The following table sets forth information as of [August 22], 2019 regarding the beneficial ownership of our common stock by (i) each person we know to be the beneficial owner of 5% or more of our common stock, (ii) each of our current executive officers, (iii) each 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, as the case may be. The address for all executive officers and directors is c/o Ameri Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia, 30024.

Percentage of beneficial ownership in the table below is calculated based on [52,417,688] shares of common stock outstanding as of [August 22], 2019. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes shares of our common stock issuable pursuant to the exercise of stock options, warrants or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of [August 22], 2019. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Name⁽¹⁾

Number of Shares
Beneficially
Owned

Percentage of
Shares
Beneficially
Owned

Executive Officers, Present Directors and Proposed Directors:

Srinidhi “Dev” Devanur 6,276,375
11.94
%
Brent Kelton ⁽²⁾

1,430,053

2.72
%
Barry Kostiner
-

-

Dimitrios J. Angelis ⁽³⁾

40,990

*

Thoranath Sukumaran
-

-

Carmo Martella
-

-

All executive officers and directors as a group (6 persons)
7,747,418

14.78
%

5% Stockholders:

Anson Funds Management LP⁽⁴⁾

4,877,350

9.30
%
Hudson Bay Capital Management ⁽⁵⁾

4,395,951

8.39
%

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

~~(1)~~

~~Unless otherwise indicated, the address of each person or entity is c/o AMERI Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia, 30024.~~

~~(2)~~

~~Consists of 1,080,053 shares of common stock and 350,000 options which are currently exercisable..~~

~~(3)~~

~~Consists of 40,990 shares of common stock and 25,000 shares of common stock issuable upon exercise of options exercisable within 60 days.~~

~~(4)~~

Based on information provided in the Schedule 13G/A filed on February 14, 2019. Anson Advisors Inc. and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over the securities held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these shares of common stock except to the extent of their pecuniary interest therein. The principal business address of Anson is 5950 Berkshire Lane, Suite 210, Dallas, Texas 75225. Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to Anson and may direct the vote and disposition of the 4,877,350 shares of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 4,877,350 shares of Common Stock held by Anson. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 4,877,350 shares of Common Stock held by Anson. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 4,877,350 shares of Common Stock held by Anson.

~~(5)~~

Based on information provided in the Schedule 13G filed on February 1, 2019. Includes 4,395,951 shares of Common Stock issuable upon exercise of warrants, which warrants are subject to a 9.99% beneficial ownership blocker. Hudson Bay Capital Management, L.P. (“Hudson Bay”), which serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities reported are held, may be deemed to be the beneficial owner of all shares of common stock of the Company held by Hudson Bay Master Fund Ltd. Mr. Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay. Mr. Gerber disclaims beneficial ownership of these securities. The address for Hudson Bay and Mr. Gerber is 777 Third Avenue, 30th Floor, New York, New York 10017.

~~Table of Contents~~

~~PROPOSAL 1: ELECTION OF DIRECTORS~~

Our Board of Directors currently consists of four members. Each nominated director elected at the Annual Meeting will serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Upon the recommendation of the Nominations and Corporate Governance Committee, our Board of Directors has nominated each of the following four persons to be elected to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees (i) currently serves on our Board of Directors (ii) has consented to being named in this Proxy Statement and (iii) has agreed to serve as a director if elected. As of the date of this Proxy Statement, our Board of Directors is not aware of any nominee who is unable or will decline to serve as a director.

~~THE BOARD OF DIRECTORS RECOMMENDS USING THE ENCLOSED PROXY CARD TO VOTE FOR~~

~~THE FOUR NOMINEES LISTED BELOW~~

~~Nominees for Election to the Board of Directors~~

~~Name~~		~~Position~~
~~Srinidhi “Dev” Devanur~~		~~Executive~~ ~~Chairman of the Board and Director~~
~~Dimitrios J. Angelis~~		~~Director~~
~~Thoranath Sukumaran~~		~~Director~~
~~Carmo Martella~~		~~Director~~

~~The four nominees standing for election who receive the greatest number of votes cast at the 2019 annual meeting will be elected as directors.~~

~~Information about the Company’s Director Nominees~~

Set forth below are descriptions of the backgrounds of each nominee and their principal occupations for at least the past five years and their public-company directorships as of the Record Date. There are no family relationships among our directors and executive officers. All ages are as of [___], 2019.

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that he should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Ameri and our Board of Directors.

~~Srinidhi “Dev” Devanur~~	~~Age 53~~	~~Director since 2015~~
~~Executive Chairman of the Board and Director~~

~~Mr. Devanur’s biographical information is provided above under the heading “CORPORATE GOVERNANCE AND ETHICS- Executive Officers.”~~

~~Table of Contents~~

~~Dimitrios J. Angelis~~	~~Age 49~~	~~Director since 2015~~
~~Executive Counsel at Life Sciences Law Group~~

Mr. 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 has served as the Chief Executive Officer of OTI America Inc., the U.S.-based subsidiary of publicly-held On Track Innovations Ltd., a pioneer of cashless payment technology, since December 2013. His role was to oversee 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 Pharmaceuticals Inc., an international biologics 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. 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.

~~Thoranath Sukumaran~~	~~Age 67~~	~~Director Since 2018~~
~~President of Oakwood Strategy Consulting, Inc.~~

Mr. Sukumaran became a member of our Board in December 2018. Mr. Sukumaran has been the President of Oakwood Strategy Consulting, Inc, a consulting firm based in New Jersey, focusing on providing strategy and advisory services to middle market companies since 2012. He has held no directorships over the past five years. Prior to Oakwood, Mr. Sukumaran was a Senior Vice President at Morgan Stanley in New York. Prior to that, he had held senior positions in wealth management and corporate banking with Smith Barney and American Express Bank. Mr. Sukumaran has a Master’s Degree in Economics from Kerala University in India. Mr. Sukumaran is active in numerous Indo-US trade associations and is the past President of the US-India American Chamber of Commerce, a trade group focusing on Indo-US cross border trade and investment activities of middle market companies.

~~Carmo Martella~~	~~Age 52~~	~~Director Since 2019~~
~~Former Chief Technology Officer of MedData~~

Mr. Martella became a member of our Board in April 2019. Mr. Martella previously served as Chief Technology Officer of MedData from January 2017 through January 2019. Prior to MedData, he was a Senior Director for Amtrak from August 2014 through January 2017. Prior to that he held positions at Broto Legal (2013-2014) and IBM (1999-2013). He received his B.A. in education from Illinois College and his MA-ABD from the University of Illinois at Springfield.

~~OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION AS DIRECTOR OF EACH NOMINEE LISTED ON THE PROXY CARD.~~

~~Table of Contents~~

~~REPORT OF THE AUDIT COMMITTEE~~

~~The following is the report of the Audit Committee with respect to Ameri’s audited financial statements for the year ended December 31, 2018.~~

The purpose of the Audit Committee is to assist the Board of Directors in its general oversight of Ameri’s financial reporting, internal controls and audit functions. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements. In fulfilling its oversight responsibility of appointing and reviewing the services performed by the Company’s independent registered public accounting firm, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit related services.

The Company maintains an auditor independence policy that bans its auditors from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve the audit and non-audit services and related budget in advance, and that the Audit Committee be provided with quarterly reporting on actual spending. This policy also mandates that the Company may not enter into auditor engagements for non-audit services without the Audit Committee’s express approval. The Audit Committee charter describes in greater detail the full responsibilities of the Audit Committee and is available on our website at www.ameri100.com. The Audit Committee is comprised solely of independent directors as defined by Rule 5605(a)(2) of the NASDAQ listing standards.

The Audit Committee met on five occasions during the year ended December 31, 2018. The Audit Committee met privately in executive session with Ram Associates as part of each regular meeting and held private meetings with the Chief Financial Officer and other officers of Ameri throughout the year.

In accordance with the Audit Committee charter and the requirements of law, the Audit Committee pre-approves all services to be provided by Ameri’s independent auditors, Ram Associates. Pre-approval is required for audit services, audit-related services, tax services and other services.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2018 with the Company’s management and Ram Associates, the Company’s independent registered public accounting firm. The Audit Committee has also discussed with Ram Associates the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee also has received and reviewed the written disclosures and the letter from Ram Associates required by applicable requirements of the PCAOB regarding Ram Associates’ communications with the Audit Committee concerning independence, and has discussed with Ram Associates its independence from the Company.

~~Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in the Annual Report.~~

~~AUDIT COMMITTEE~~

~~Dimitrios J. Angelis~~

~~Thoranath Sukumaran~~

~~Carmo Martella~~

~~Table of Contents~~

~~PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS~~

The Audit Committee of our Board of Directors is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The Audit Committee is considering Ram Associates to serve as the Company’s independent registered public accounting firm. Ram Associates has audited our financial statements since the year ended December 31, 2017. While it is not required to do so, the Audit Committee is submitting to stockholders for ratification the selection of Ram Associates as the Company’s independent registered public accounting firm for the year ending December 31, 2019. Notwithstanding ratification of the selection of Ram Associates to serve as the Company’s independent registered public accounting firm, the Audit Committee will be under no obligation to select Ram Associates as the Company’s independent registered public accounting firm.

We expect that representatives of Ram Associates will be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

~~Principal Accounting Fees~~

In May 2015, the Board selected Ram Associates as its independent accountant to audit the registrant’s financial statements. Since they were retained, there have been (1) no disagreements between us and Ram Associates on any matters 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. In connection with the audit of the 2015 financial statements, we entered into an engagement agreement with Ram Associates which sets forth the terms by which Ram Associates has performed audit and related professional services for us.

The following table sets forth the aggregate accounting fees paid by us for the year ended December 31, 2018 and the year ended December 31, 2017. The below fees were paid to the firm Ram Associates. All non-audit related services in the table were pre-approved and/or ratified by the Audit Committee of our Board of Directors.

Type of Fees
Year Ended
December 31,
2018

Year Ended
December 31,
2017

Audit Fees
$
80,000

$
75,000

Audit Related Fees
-

—

Tax Fees
-

—

All Other Fees
-

29,500

Total
$
80,000

$
104,500

~~Types of Fees Explanation~~

~~Audit Fees~~. Audit fees were incurred for accounting services rendered for the audit of our consolidated financial statements for the year ended December 31, 2018 and 2017 and reviews of quarterly consolidated financial statements.

~~Audit Committee Pre-Approval of Services by Independent Registered Public Accounting Firm~~

The Audit Committee is granted the authority and responsibility under its charter to pre-approve all audit and non-audit services provided to the Company by its independent registered public accounting firm, including specific approval of internal control and tax-related services. In exercising this responsibility, the Audit Committee considers whether the provision of each professional accounting service is compatible with maintaining the audit firm’s independence.

~~Table of Contents~~

Pre-approvals are detailed as to the category or professional service and when appropriate are subject to budgetary limits. Company management and the independent registered public accounting firm periodically report to the Audit Committee regarding the scope and fees for professional services provided under the pre-approval.

With respect to the professional services rendered, the Audit Committee had determined that the rendering of all non-audit services by Ram Associates was compatible with maintaining the auditor’s independence and had pre-approved all such services.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RAM ASSOCIATES AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019, ON THE PROXY CARD.

~~Table of Contents~~

~~EXECUTIVE COMPENSATION~~

~~Role and Authority of Compensation Committee~~

The Compensation Committee currently consists of Messrs. Angelis and Sukumaran. Messrs. Angelis and Sukumaran are each a “non-employee director” within the meaning of Rule 16b-3 under the Securities and Exchange Act of 1934 and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. Messrs. Angelis and Sukumaran and satisfy the independence requirements imposed by the NASDAQ Stock Market.

The Compensation Committee is responsible for discharging the responsibilities of the Board of Directors with respect to the compensation of our executive officers. The Compensation Committee recommends overall compensation of our executive officers to the Board of Directors. The Board of Directors approves all compensation of our executive officers. The Compensation Committee also periodically reviews director compensation.

The charter of the Compensation Committee permits the Compensation Committee to engage outside consultants and to consult with our human resources department when appropriate to assist in carrying out its responsibilities. Compensation consultants have not been engaged by the Company to recommend or assist in determining the amount or form of compensation for any current executive officers or directors of the Company.

~~The Committee may also obtain advice and assistance from internal or external legal, accounting, or other advisers selected by the Committee.~~

~~Elements of Executive Compensation~~

~~Our executive compensation consists of the following elements:~~

~~Base salary;~~

~~Annual Incentive Bonus;~~

~~Long-Term Incentives; and~~

~~Retirement benefits under a 401(k) plan and generally available benefit programs.~~

~~Base Salary~~. The base salary for each executive is initially established through negotiation at the time the executive is hired, taking into account his or her scope of responsibilities, qualifications, experience, prior salary, and competitive salary information within our industry. Year-to-year adjustments to each executive officer’s base salary are determined by an assessment of his or her sustained performance against individual goals, including leadership skills and the achievement of high ethical standards, the individual’s impact on our business and financial results, current salary in relation to the salary range designated for the job, experience, demonstrated potential for advancement, and an assessment against base salaries paid to executives for comparable jobs in the marketplace..

~~Annual Bonus~~. Annual bonus payments under our executive employment agreements are based on the discretion of our Board of Directors. We believe that such bonuses provide our executives with an incentive to achieve goals that are aligned with our stockholders’ interests, with the achievement of such goals being measurable in terms of revenue and income or other financial objectives. An executive officer’s failure to achieve measurable performance goals can affect his or her bonus amount. We believe that offering significant potential income in the form of bonuses allows us to attract and retain executives and to align their interests with those of our stockholders.

~~Long-Term Incentives~~. The Compensation Committee has the ability to grant equity instruments to our executives under our 2015 Equity Incentive Award Plan. The Compensation Committee has the ability to issue a variety of instruments, but equity grants will typically be in the form of stock options and restricted stock units. We believe that our executive compensation program must include long-term incentives such as stock options and restricted stock units if we wish to hire and retain high-level executive talent. We also believe that stock options and restricted stock units help to provide a balance to the overall executive compensation program as base salary and bonus awards focus only on short-term compensation. In addition, the vesting period of stock options and restricted stock units encourages executive retention and the preservation of stockholder value. Finally, we believe that aligning at least a portion of restricted stock units vesting provisions to financial performance measures further aligns executive compensation to stockholder value; if performance targets are not achieved, then the awards do not vest. We base the number of equity units granted on the type and responsibility level of the executive’s position, the executive’s performance in the prior year and the executive’s potential for continued sustained contributions to our long-term success and the long-term interests of our stockholders.

~~Table of Contents~~

~~401(k) and Other Benefits~~. During 2018, our executive officers were eligible to receive certain benefits generally available to all our employees on the same terms, including medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, health and dependent care flexible spending accounts, educational and employee assistance, paid-time-off, and certain other benefits. During 2015, we also maintained a tax-qualified 401(k) Plan, which provides for broad-based employee participation. During 2018, under the 401(k) Plan, at the Company’s discretion, all employees were eligible to receive matching contributions from Ameri of (i) 100% of their first 3% of employee contributions and (ii) 50% of the next 2% of employee contributions up to an aggregate maximum of $10,600 per employee, per year, subject to vesting provisions.

~~Compensation Risk Assessment.~~ In establishing and reviewing our overall compensation program, the Compensation Committee considers whether the program and its various elements encourage or motivate our executives or other employees to take excessive risks. We believe that our compensation program and its elements are designed to encourage our employees to act in the long-term best interests of the Company and are not reasonably likely to have a material adverse effect on our business.

~~The Impact of Tax and Accounting Treatments on Elements of Compensation~~

We have elected to award non-qualified stock options instead of incentive stock options to all our employees, directors and consultants to allow the corporation to take advantage of the more favorable tax advantages associated with non-qualified stock options.

Internal Revenue Code Section 162(m) precludes us from deducting compensation in excess of $1.0 million for certain employees. To date, we have not exceeded the $1.0 million limit for those employees, and the Compensation Committee has not defined a policy that all compensation must be deductible. However, since stock-based awards comprise a significant portion of total compensation, the Compensation Committee has taken appropriate steps to preserve deductibility for such awards in the future, when appropriate.

~~Summary Compensation Table~~

The following table provides information regarding the compensation earned during the years ended December 31, 2018 and December 31, 2017 by our Chief Executive Officer and our two other most highly compensated executive officers (our “Named Executive Officers”) who were employed by us during such years.

~~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~~

~~($)~~

~~Brent Kelton~~⁽¹⁾

~~Chief Executive Officer~~

~~12/31/2018~~

~~12/31/2017~~

~~250,000~~

~~121,500~~

~~100,000~~

~~50,000~~

—

~~350,000~~

~~171,500~~

~~Viraj Patel~~⁽²⁾

~~Chief Financial Officer~~

~~12/31/2018~~

~~12/31/2017~~

~~204,621~~

~~137,222~~

—

~~204,621~~

~~137,222~~

~~Giri Devanur~~⁽³⁾

~~Former President and Chief Executive Officer~~

~~12/31/2018~~

~~12/31/2017~~

~~220,000~~

~~25,000~~

—

~~220,000~~

~~245,500~~

~~Srinidhi (Dev) Devanur~~

~~Executive Vice Chairman~~

~~12/31/2018~~

~~12/31/2017~~

~~250,000~~

~~100,000~~

—

~~250,000~~

~~100,000~~

~~(1)~~

~~Brent Kelton was appointed as our Chief Executive Officer effective December 26, 2017.~~

~~(2)~~

~~Viraj Patel was appointed as our Chief Financial Officer effective April 24, 2017 and he has served as CFO until December 15, 2018.~~

~~(3)~~

Giri Devanur’s employment with the Company terminated on December 26, 2017. The Company agreed to pay Mr. Devanur severance of $220,000, his annual salary at the time of departure in accordance with the terms of his employment agreement, over a period of one year and a lump sum of $25,000 in exchange for his release of the Company from all claims he or his heirs, executors and assigns ever had or may have against the Company, its officers, directors, employees, stockholders or any of one of them by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter.

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~~Grants of Plan-Based Awards~~

On September 12, 2018 we granted 250,000 options to purchase 250,000 shares of our common stock to certain employees and directors. On October 17, 2018, we granted 150,000 options to purchase 150,000 shares of our common stock to certain employees and directors.

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

~~As of December 31, 2018, there were no outstanding equity incentive awards held by any of our named executive officers pursuant to our equity incentive plan.~~

~~Employment Agreements; Potential Payments Upon Termination or Change of Control Under Employment Agreements~~

In connection with the appointment of Mr. Devanur as Executive Chairman, the Company and Mr. Devanur entered into an amended and restated employment agreement (the “Employment Agreement”), pursuant to which the Company agreed to pay Mr. Devanur a base salary of $250,000 per year. The term of the Employment Agreement is initially for three years. Additionally, Mr. Devanur shall be eligible to earn a bonus of up to 100% of his base salary upon the achievement of pre-established performance targets set by the Board.

On October 17, 2018, pursuant to an employment letter (the “Employment Letter”), Mr. Kostiner will receive an annual base salary of $200,000 and be eligible for bonus payments of up to an aggregate of $50,000 as determined by the Board of Directors, based on meeting and exceeding mutually agreed upon annual performance goals. Additionally, Mr. Kostiner received an option to purchase 150,000 shares of common stock with an exercise price based on the closing price of the Company’s common stock on the grant date and expiring on the fifth anniversary of the grant date. The option vests in thirds on each of the first through third anniversaries of October 17, 2018, the grant date.

Mr. Kostiner’s Employment Letter has a term lasting through December 31, 2019, subject to automatic one-year renewals thereafter, unless the Company or Mr. Kostiner delivers written notice of non-renewal to the other party at least 60 days prior to the relevant renewal date. In addition, the Employment Letter is subject to early termination by him or the Company in accordance with the terms of the Employment Letter. The Employment Letter also contains covenants restricting Mr. Kostiner from soliciting the Company’s employees or customers for a period of two years after the termination of Mr. Kostiner’s employment with the Company, and prohibiting him from disclosure of confidential information regarding the Company at any time.

Upon the termination of Giri Devanur’s employment with the Company, on December 26, 2017, the Company agreed to pay Mr. Devanur severance of $220,000, his annual salary at the time of departure in accordance with the terms of his employment agreement, over a period of one year and a lump sum of $25,000 in exchange for his release of the Company from all claims he or his heirs, executors and assigns ever had or may have against the Company, its officers, directors, employees, stockholders or any of one of them by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter.

~~Table of Contents~~

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

On April 20, 2015, our Board 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 4,000,000 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. As of December 31, 2018, restricted stock units for the issuance of 141,872 shares of common stock and options to purchase 670,000 shares of our common stock had been granted and were outstanding. The Board of Directors adopted 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 Plan, our board of directors 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 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 as of December 31, 2018:~~

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))

(a) (b) (c)
Equity compensation plans approved by security holders
2,748,548
$ 1.17
1,052,852

Warrants issued outside of our equity compensation plan
—

—

—

Total 2,748,548 $ 1.17 164,397

~~DIRECTOR COMPENSATION~~

Directors are expected to timely and fully participate in all regular and special board meetings, and all meetings of committees that they serve on. We compensate non-management directors through an annual grant of stock options pursuant to the 2015 Equity Incentive Award Plan. Such option awards have an exercise price not less than 100% of the fair market value of our common stock, based on the value of such shares of common stock on the date the option is granted, and become vested and exercisable as determined by the compensation committee or the entire Board of Directors. Other terms and conditions of the option grants are on the terms and conditions as determined by the Compensation Committee or the entire Board of Directors when the options are granted.

~~Table of Contents~~

~~The following table sets forth the cash compensation, as well as certain other compensation earned by each person who served as a director of our company, during the year ended December 31, 2018:~~

Name
Fees
Earned
or Paid
in Cash

Stock
Awards

RSU & Option
Awards

All Other
Compensation
Total
($) ($) ($) ($) ($)

Srinidhi “Dev” Devanur - - - - -
Dimitrios J. Angelis⁽¹⁾
- - 70,408 - 70,408
Dr. Arthur M. Langer⁽²⁾
- - 48,495 - 48,495
Dhruwa N. Rai ⁽³⁾
- - 39,867 - 39,867
James Shad⁽⁴⁾
- 14,300 - 14,300
David Luci⁽⁵⁾
- - 21,450 - 21,450
Thoranath Sukumaran - - - - -
TOTAL - - 194,520 - 194,250

~~(1)~~

~~Includes 27,386 RSUs granted on multiple dates during 2018 Valued at an average $2.57 per share for a total of $70,408.~~

~~(2)~~

~~Resigned on May 7, 2018. Includes 15,061 RSUs granted on multiple dates during 2018 valued at an average $3.25 per share for a total of $48,945.~~

~~(3)~~

~~Resigned on February 12, 2018. Includes 12,061 RSUs granted on multiple dates during 2018 valued at an average $3.16 per share for a total of $39,867.~~

~~(4)~~

~~Resigned on February 13, 2019. Includes 10,000 RSUs granted on August 20, 2018 valued at $1.43 per share for a total of $14,300.~~

~~(5)~~

~~Appointed on February 8, 2018. Resigned on March 28, 2019. Includes 15,000 RSUs granted on August 20, 2018 valued at $1.43 per share for a total of $21,450.~~

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~~PROPOSAL 3: TO GRANT DISCRETIONARY AUTHORITY TO THE COMPANY’S BOARD TO AMEND THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO EFFECT THE REVERSE STOCK SPLIT.~~

The Board deems it advisable and in the best interest of the Company that the Board be granted the discretionary authority to amend the Company’s certificate of incorporation to effect a Reverse Stock Split of the Company’s issued and outstanding common stock as described below (the “Reverse Stock Split Amendment”).

~~The form of Reverse Stock Split Amendment to be filed with the Delaware Secretary of State is set forth in~~ ~~Appendix A~~.

Approval of the proposal would permit (but not require) our Board to effect one or more reverse stock splits of our issued and outstanding common stock by a ratio of not less than one-for-five and not more than one-for-twenty-five, with the exact ratio to be set at a number within this range as determined by our Board in its sole discretion, provided that the Board determines to effect the Reverse Stock Split and such amendment is filed with the appropriate authorities in the State of Delaware no later than one year for the approval of this proposal by stockholders. The Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds one-for-twenty-five. We believe that enabling our Board to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining a ratio, if any, our Board may consider, among other things, factors such as:

~~the initial or continuing listing requirements of various stock exchanges, including The Nasdaq Capital Market;~~

~~the historical trading price and trading volume of our common stock;~~

~~the number of shares of our common stock outstanding;~~

~~the then-prevailing trading price and trading volume of our common stock and the anticipated impact of the Reverse Stock Split on the trading market for our common stock;~~

~~the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and~~

~~prevailing general market and economic conditions.~~

Our Board reserves the right to elect to abandon the Reverse Stock Split, including any or all proposed reverse stock split ratios, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company and ~~its stockholders.~~

~~Depending on the ratio for the Reverse Stock Split determined by~~ our Board, no less than five and no more than twenty-five shares of existing common stock, as determined by our Board, will be combined into one share of common stock. The Company shall not effect Reverse Stock Splits that, in the aggregate, exceed one-for-twenty-five. Our Board will have the discretionary authoritystockholders to ~~determine whether~~ratify, pursuant to ~~arrange for the disposition of fractional interests by holder entitled thereto, to pay in cash the fair value of fractions of a share as~~Section 204 of the ~~time when those entitled to receive such fractions are determined, or to entitle holders to receive from~~DGCL and Delaware common law, the ~~Company transfer agent, in lieu~~filing and effectiveness of ~~any fractional share,~~ the ~~number~~Certificate of ~~shares rounded up to the next whole number. The amendment~~Amendment to our ~~certificate~~Amended and Restated Certificate of ~~incorporation to effect a Reverse Stock Split, if any, will include only~~Incorporation filed with the ~~reverse split ratio determined by our Board to be in the best interests~~Secretary of ~~our stockholders and all~~State of the ~~other proposed amendments at different ratios will be abandoned.~~

~~Reasons for the Reverse Stock Split; Potential Consequences~~State of ~~the Reverse Stock Split~~

The Company’s primary reasons for approving and recommending the Reverse Stock Split are to make the common stock more attractive to certain institutional investors, which would provide for a stronger investor base and to increase the per share price and bid price of our common stock to regain compliance with the continued listing requirements of Nasdaq.

~~Table of Contents~~

OnDelaware on December ~~10, 2018, we received a letter from the Listing Qualifications Department~~30, 2020 (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Nasdaq letter had no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.

~~In accordance with Nasdaq listing rules, the Company was provided an initial period of 180 calendar days, or until June 10, 2019, to regain compliance with the Minimum Bid Price Requirement.~~ On June 11, 2019, the Company received a written notification from the Staff that the Company has been granted an additional 180 calendar days, or until December 9, 2019, to regain compliance with the Minimum Bid Price Requirement.

If, at any time during this additional 180-day period, the closing bid price of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, unless the Staff exercises its discretion to extend such 10-day period, the Staff will provide the Company written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed. After December 11, 2019, the Staff may provide written notice to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel.

We are considering all of our options to regain compliance; however, there can be no assurance that the Panel will grant our request for continued listing or that we will be able to evidence compliance with the continued listing criteria within the period of time that the Panel may grant it to do so.

Reducing the number of outstanding shares of common stock should, absent other factors, generally increase the per share market price of the common stock. Although the intent of the Reverse Stock Split is to increase the price of the common stock, there can be no assurance, however, that even if the Reverse Stock Split is effected, that the Company’s bid price of the Company’s common stock will be sufficient for the Company to regain compliance with the Nasdaq minimum bid price requirement.

In addition, the Company believes the Reverse Stock Split will make its common stock more attractive to a broader range of investors, as it believes that the current market price of the common stock may prevent certain institutional investors, professional investors and other members of the investing public from purchasing stock. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Furthermore, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher. The Company believes that the Reverse Stock Split will make the common stock a more attractive and cost effective investment for many investors, which in turn would enhance the liquidity of the holders of common stock.

Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Splits, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Splits, that as a result of the Reverse Stock Split we will be able to meet or maintain a bid price over the minimum bid price requirement of Nasdaq or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after the Reverse Stock Split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

~~Table of Contents~~

~~Procedure for Implementing the Reverse Stock Split~~

~~The Reverse Stock Split will become effective upon the filing or such later time as specified in the filing (the “Effective Time”) of the~~ “Reverse Stock Split Amendment ~~with~~”) and the ~~Delaware Secretary of State. The form of the~~one-for-four reverse stock split that was effected thereby (the “2020 Reverse Stock Split ~~Amendment is attached hereto as~~ ~~Appendix A. The exact timing~~”) and became effective on December 30, 2020. This ratification shall be retroactive to the effectiveness of the filing of the Reverse Stock Split Amendment and of the 2020 Reverse Stock Split.

Background

As described in the Proxy Statement/Prospectus of our predecessor, AMERI Holdings, Inc. (“Ameri”), filed with the SEC on November 13, 2020, Ameri, Jay Pharma Inc. (“Jay Pharma”) and certain other parties entered into a Tender Offer Support Agreement and Termination of Amalgamation Agreement (the “Tender Agreement”) dated effective as of August 12, 2020. The Tender Agreement provided that, among other things, Ameri will make a tender offer (the “Offer”) to purchase all of the outstanding shares of Jay Pharma in exchange for shares of Ameri. On December 30, 2020, the Offer was completed, which resulted in the pre-Offer stockholders of Jay Pharma owning approximately 82.3% of Ameri (which changed its name to “Enveric Biosciences, Inc.” in connection with the consummation of the Offer), and with Jay Pharma continuing as our wholly-owned subsidiary. As a condition to the completion of the Offer, the Company was required to effect a reverse stock split with a ratio between 1-for-2 and 1-for-25 to take effect immediately following the Offer, with the purpose of raising the per-share market price of the Company’s common stock above $6.00 per share so that the listing of the Company’s common stock on Nasdaq would be approved.

At the Special Meeting of Stockholders held on December 29, 2020 (the “December 29 Meeting”), we sought stockholder approval of an amendment to our Amended and Restated Certificate of Incorporation pursuant to the Reverse Stock Split ~~(within~~Amendment to effect the ~~approved range) will~~2020 Reverse Stock Split, which stockholder approval included the authorization of our Board to file such Reverse Stock Split Amendment to implement a reverse stock split of our Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-25, immediately following the effective time of the Offer, with the exact ratio to be determined by our Board based on its evaluation as to when such action and at what ratio will be the most advantageous to the Company and our stockholders. In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the of Directors (the “Reverse Stock Split ~~if, at any time prior to filing~~Proposal”). The reasons that we sought approval of the 2020 Reverse Stock Split ~~Amendment, our Board, in its sole discretion, determines~~included a determination by the Ameri board of directors that it ~~is no longer~~was in ~~our~~the Company’s best interest and in the best interests of our stockholders to ~~proceed with~~increase the price of the Company’s Common Stock above $6.00 per share so that the Common Stock could meet the listing requirements on Nasdaq.

At the December 29 Meeting, our inspector of elections determined that the Reverse Stock ~~Split. If~~Split Proposal received the requisite stockholder approval and certified that the proposal passed. As part of this determination, votes cast by brokers, banks or other nominees without instruction from the beneficial owners of certain of our outstanding shares were counted in favor of the Reverse Stock Split Proposal in what was considered to be in accordance with the rules of the New York Stock Exchange (“NYSE) that govern how brokers may cast such votes. These NYSE rules are applicable to brokers, banks and other nominees regardless of whether the issuer is listed on the NYSE or Nasdaq. Therefore, these rules apply to us as a Nasdaq listed company. Had such votes not been counted in favor of the proposal, the proposal would have failed. Certain statements made in the definitive proxy statement and prospectus for the December 29 Meeting, which was filed by Ameri with the SEC on November 13, 2020 (the “Proxy Statement/Prospectus”), are inconsistent with allowing brokers, banks and other nominees to cast votes without instruction. The Proxy Statement/Prospectus stated that brokers would not have discretion to vote for the Reverse Stock Split Proposal without instruction, and that broker non-votes would be counted “against” the proposal.

Our inspector of elections for the December 29 Meeting certified that the Reverse Stock Split Proposal passed. Following the December 29 Meeting, our Board approved a ratio of one-for-four for the 2020 Reverse Stock Split and we subsequently filed the Reverse Stock Split Amendment ~~has not been filed~~ with the ~~Delaware~~ Secretary of State ~~by the date that is one year following the approval of this proposal by our stockholders, our Board will abandon the Reverse Stock Split.~~

~~Effect~~ of the ~~Reverse Stock Split~~State of Delaware on ~~Holders of Outstanding Common Stock~~

~~Depending on~~December 30, 2020. A question has been raised regarding the ratio for the Reverse Stock Split determined by our Board, a minimum of five and a maximum of twenty-five shares in aggregate of existing common stock will be combined into one new share of common stock. Based on [_____] shares of common stock issued and outstanding asvalidity of the record date, immediately following the Reverse Stock Split the Company would have approximately [_____] shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the reverse split is 1-for-5, approximately [_____] shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the reverse split is 1-for-15, and approximately [_____] shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the reverse split is 1-for-25, which is the aggregate ratio allowed under this proposal. Any other ratios selected within such range would result in a number of shares of common stock issued and outstanding following the transaction between [_____] and [_____] shares. The foregoing does not give effect to (i) [_____] shares of common stock issuable upon conversion of our outstanding shares of Series A Preferred Stock, (ii) [_____] shares of common stock issuable upon exercise of outstanding options as of the record date and (iii) [_____] shares of common stock issuable upon exercise of outstanding warrants as of the record date.

~~The actual number of shares issued after giving effect to the Reverse Stock Split, if implemented, will depend~~vote on the Reverse Stock Split ~~ratio and~~Proposal due to, among other things, the ~~number of Reverse Stock Splits, if any, that are ultimately determined by our Board.~~

~~The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest~~disclosures in the ~~Company, except that as described below in “— Fractional Shares,” record holders~~Proxy Statement/Prospectus regarding the authority of ~~Common Stock otherwise entitled~~brokers to ~~a fractional share as a result of~~vote on the Reverse Stock Split ~~will be rounded up~~Proposal without instruction.

Our Board, in consultation with counsel, has determined that the description of the authority of brokers, banks and other nominees to vote on Reverse Stock Split Proposal without instruction in the Proxy Statement/Prospectus may create some uncertainty as to the ~~next whole number. In addition,~~effect of the vote obtained on the Reverse Stock Split ~~will not affect any stockholder’s proportionate voting power (subject to~~Proposal at the ~~treatment of fractional shares).~~

~~The Reverse Stock Split may~~December 29 Meeting. As a result, in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

~~After the Effective Time,~~although our common stock will have new Committee on Uniform Securities Identification Procedures (“CUSIP”) numbers, which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below. After the Effective Time, we will continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934 and our common stock will continue to be quoted on The Nasdaq Capital Market under the symbol “AMRH”. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act.

~~Table of Contents~~

~~After the Effective Time of~~Board believes that the Reverse Stock Split Amendment and the ~~post-split market price of our common stock may be less than the pre-split price multiplied by the~~2020 Reverse Stock Split ~~ratio. In addition, a reduction in number of shares outstanding may impair the liquidity for~~have been properly approved and are effective, our ~~common stock, which may reduce the value of our common stock.~~

~~Authorized Shares of Common Stock~~

The Reverse Stock Split will not change the number of authorized shares of the Company’s common stock under the Company’s certificate of incorporation. Because the number of issued and outstanding shares of common stock will decrease, the number of shares of common stock remaining available for issuance will increase. Currently, under our certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of common stock.

Subject to limitations imposed by Nasdaq, the additional shares available for issuance may be issued without stockholder approval at any time, in the sole discretion of our Board. The authorized and unissued shares may be issued for cash, for acquisitions or for any other purposeBoard has determined that ~~is deemed in the best interests of the Company.~~

By increasing the number of authorized but unissued shares of common stock, the Reverse Stock Split could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board. For example, it may be possible for the Board to delay or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares to be issued to holders who might side with the Board in opposing a takeover bid that the Board determines is ~~not~~ in the best interests of the Company ~~or its stockholders. The Reverse Stock Split therefore may have~~and our stockholders to ratify the ~~effect~~filing and effectiveness of ~~discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts~~ the Reverse Stock Split ~~may limit~~Amendment and the ~~opportunity for the Company’s stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The~~2020 Reverse Stock Split ~~may have~~pursuant to Section 204 of the ~~effect~~DGCL and Delaware common law in order to eliminate any uncertainty related to the effectiveness of ~~permitting~~these corporate acts. If the ~~Company’s current management, including~~ratification of the ~~current Board,~~Reverse Stock Split Amendment and the 2020 Reverse Stock Split (the “Reverse Stock Split Amendment Ratification”) is approved by the stockholders and becomes effective, the ratification will be retroactive to ~~retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied~~December 30, 2020, which was the date of the filing of the Reverse Stock Split Amendment with the ~~conduct~~Secretary of State of the ~~Company’s business.~~State of Delaware and the date on which the 2020 Reverse Stock Split became effective.

Our Board of Directors Has Approved the Ratification of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split

Section 204 of the DGCL allows a Delaware corporation, by following specified procedures, to ratify a corporate act retroactive to the date the corporate act was originally taken. The Company does not believe that it is clear that the filing and effectiveness of the Reverse Stock Split Amendment and 2020 Reverse Stock Split are invalid and ineffective. However, our Board of Directors has determined that it would be advisable and in the ~~Board is not aware of any attempt to take control~~best interests of the Company and its stockholders to ratify the filing and effectiveness of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split pursuant to Section 204 of the DGCL and Delaware common law in order to eliminate any uncertainty related to their validity or effectiveness and unanimously adopted the resolutions attached hereto as Appendix A (such resolutions are incorporated herein by reference) approving the Reverse Stock Split Amendment Ratification. Our Board ~~has not approved~~also recommended that our stockholders approve the Reverse Stock Split Amendment Ratification for purposes of Section 204 of the DGCL and Delaware common law, and directed that the Reverse Stock Split Amendment Ratification be submitted to our stockholders for approval.

The text of sections 204 and 205 of the DGCL are attached hereto as Appendix B.

Filing of a Certificate of Validation

Upon the receipt of the required vote of the stockholders to approve the Reverse Stock Split Amendment Ratification, we intend to file a certificate of validation with respect to the Reverse Stock Split Amendment and the 2020 Reverse Stock Split with the ~~intent that it be utilized as a type~~Secretary of ~~anti-takeover device.~~

~~Beneficial Holders of Common Stock (i.e. stockholders who hold in street name)~~

~~Upon the implementation~~State of the ~~Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee~~State of Delaware (the “Certificate of Validation”). The time that the filing of the Certificate of Validation with the Secretary of State of the State of Delaware becomes effective in accordance with the ~~same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees~~DGCL will be ~~instructed to effect~~ the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

~~Registered “Book-Entry” Holders of Common Stock (i.e. stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)~~

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Stock Split common stock, subject to adjustment for treatment of fractional shares.

~~Table of Contents~~

~~Holders of Certificated Shares of Common Stock~~

Stockholders holding shares of our common stock in certificated form will be sent a transmittal letter by our transfer agent after the Effective Time. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our common stock (the “Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Stock Split common stock (the “New Certificates”). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s) representing the number of whole shares of common stock that they are entitled as a result of the Reverse Stock Split, subject to the treatment of fractional shares described below. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-Reverse Stock Split common stock to which these stockholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s).

The Company expects that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. No service charges will be payable by holders of shares of common stock in connection with the exchange of certificates. All of such expenses will be borne by the Company.

~~STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.~~

~~Fractional Shares~~

The Board will have the discretionary authority to determine whether to arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or to entitle stockholders to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares rounded up to the next whole number.

If the Board determines to arrange for the disposition of fractional interests by stockholders entitled thereto or to pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, stockholders who would otherwise hold fractional shares because the number of shares of common stock they hold before the Reverse Stock Split is not evenly divisible by the ratio ultimately selected by the Board will be entitled to receive cash (without interest or deduction) in lieu of such fractional shares from either: (i) the Company, upon receipt by the transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, upon due surrender of any certificate previously representing a fractional share, in an amount equal to such holder’s fractional share based upon the closing sale price of the common stock on the trading day immediately prior to the Effective Time as reported on the Nasdaq Capital Market, or other principal market of the common stock, as applicable, as of the date the Reverse Stock Split is effected; or (ii) the transfer agent, upon receipt by the transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of all old certificate(s), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the transfer agent of all fractional shares otherwise issuable. If the Board determines to dispose of fractional interests pursuant to clause (ii) above, the Company expects that the transfer agent would conduct the sale in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of Common Stock. In this event, such holders would be entitled to an amount equal to their pro rata share of the proceeds of such sale. The Company will be responsible for any brokerage fees or commissions related to the transfer agent’s open market sales of shares that would otherwise be fractional shares.

The ownership of a fractional share interest following the Reverse Stock Split will not give the holder any voting, dividend or other rights, except to receive the cash payment, or, if the Board so determines, to receive the number of shares rounded up to the next whole number, as described above.

~~Table of Contents~~

~~Stockholders should be aware that, under the escheat laws of various jurisdictions, sums due for fractional interests that are not timely claimed after the~~validation effective time of the Reverse Stock Split ~~may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by the Company or the transfer agent concerning ownership of such funds~~Amendment Ratification within the time permitted in such jurisdiction. Thereafter, if applicable, stockholders otherwise entitled to receive such funds, but who do not receive them due to, for example, their failure to timely comply withmeaning of Section 204 of the ~~transfer agent’s instructions, will have to seek to obtain such funds directly from the state to which they were paid.~~

~~Effect~~DGCL.

Retroactive Ratification of the Reverse Stock Split ~~on Employee~~Amendment and ~~Consultant Plans, Options, Restricted~~the 2020 Reverse Stock ~~Awards and Units, Warrants, and Convertible or Exchangeable Securities~~

~~Based upon~~Split

Subject to the 120-day period for bringing claims discussed below, when the Certificate of Validation becomes effective in accordance with the DGCL, it should eliminate any possible uncertainty as to whether the Reverse Stock Split ~~ratio determined by the Board, proportionate adjustments are generally required to be made to the per share exercise price~~Amendment and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the2020 Reverse Stock Split are void or voidable as a result of the potential failure of authorization described above, and the effect of the ratification will be retroactive to December 30, 2020, which was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split determined by the Board, subject to our treatment of fractional shares.

~~Accounting Matters~~

~~The Reverse Stock Split Amendment will not affect the par value of our Common Stock per share, which will remain $0.01 par value per share. As a result, as~~date of the Effective Time, the stated capital attributable to common stock and the additional paid-in capital account on our balance sheet, on aggregate, will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.

~~Certain Federal Income Tax Consequences of the Reverse Stock Split~~

~~The following summary describes certain material U.S. federal income tax consequences~~filing of the Reverse Stock Split ~~to holders~~Amendment with the Secretary of ~~our common stock.~~

~~Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident~~State of the ~~United States, a corporation organized in or under~~State of Delaware and the ~~laws of~~date on which the ~~United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation~~2020 Reverse Stock Split became effective.

Time Limitations on a net income basis in respect of our common stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of its source may also be a U.S. holder. This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subjectLegal Challenges to the alternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment).

~~Table of Contents~~

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequencesRatification of the Reverse Stock ~~Split.~~

~~This summary is based on~~Split Amendment and the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this information statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of2020 Reverse Stock Split

If the Reverse Stock ~~Split.~~

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

~~U.S. Holders~~

~~The~~Split Amendment Ratification becomes effective, under the DGCL, any claim that the Reverse Stock Split Amendment or the 2020 Reverse Stock Split ratified pursuant to the Reverse Stock Split Amendment Ratification is void or voidable due to a failure of authorization, or that the Delaware Court of Chancery should declare, in its discretion, that the Reverse Stock Split Amendment Ratification not be ~~treated as a recapitalization for U.S. federal income tax purposes. Therefore, a stockholder generally~~effective or be effective only on certain conditions, must be brought within 120 days from the time that the filing of the Certificate of Validation with the Secretary of State of the State of Delaware becomes effective in accordance with the DGCL.

The Consequences if the Reverse Stock Split Amendment Ratification is Not Approved by the Stockholders

If the Reverse Stock Split Amendment Ratification is not approved by the requisite vote of stockholders, we will not ~~recognize gain or loss~~be able to file the Certificate of Validation with the Secretary of State of the State of Delaware and the Reverse Stock Split Amendment Ratification will not become effective, in accordance with Section 204 of the DGCL. While our Board believes that the Reverse Stock Split Amendment and the 2020 Reverse Stock Split have been properly approved and are effective, the failure to approve the Reverse Stock Split Amendment Ratification may leave us exposed to potential claims that (i) the vote on the Reverse Stock Split ~~except to~~Proposal did not receive requisite stockholder approval, (ii) the ~~extent~~Reverse Stock Split Amendment therefore was not validly adopted and the 2020 Reverse Stock Split was not validly effected, and (iii) actions taken by us in reliance on the 2020 Reverse Stock Split (such as stock issuances) were improperly effected.

Vote Required

The affirmative “FOR” vote of ~~cash, if any, received in lieu~~the holders of a ~~fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis~~majority of the ~~post-split~~outstanding shares ~~received will be equal~~of our Common Stock is required to ~~the aggregate tax basis~~approve this proposal. Each of the ~~pre-split~~failure to vote by proxy or to vote in person (which would include voting online at the virtual Special Meeting), an abstention and a broker non-vote will have the same practical effect as shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post-split shares received will include the holding period of the pre-split shares exchanged. A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or lossvoted against this proposal. The NYSE has informed us that a vote on this proposal will be a ~~capital gain~~“routine” matter. Therefore, we do not expect any broker non-votes on this proposal and a failure to instruct your broker, bank or ~~loss and~~other nominee on how to vote your shares will ~~be short term if the pre-split shares were held for one year or less and long term if held more than one year. No gain or loss will be recognized by us~~not necessarily count as a ~~result of~~vote against this proposal.

Board Recommendation

Our Board recommends a vote “FOR” the Reverse Stock ~~Split.~~

~~No Appraisal Rights~~

~~Under Delaware law~~Split Amendment Ratification.

PROPOSAL 2

THE ADJOURNMENT PROPOSAL

Proposal

The Company is asking its stockholders to approve an adjournment of the Special Meeting from time to time, if necessary or appropriate, to permit further solicitation of proxies and ~~our charter documents, holders~~vote of ~~our common stock will~~proxies in the event there are not ~~be entitled to dissenter’s rights or appraisal rights with respect to the Reverse~~sufficient votes in favor of Proposal 1 (Reverse Stock ~~Split.~~

Split Amendment Ratification) (the “Adjournment Proposal”).

Vote Required

The affirmative “FOR” vote of a majority of the shares of Common Stock present in person (which would include voting ~~capital outstanding~~online at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote ~~at the Annual Meeting will be~~on this proposal is required to approve this proposal. Each of the ~~Reverse Stock Split. Abstentions~~failure to vote by proxy or to vote in person (which would include voting online at the virtual Special Meeting) and a broker non-vote will ~~be counted toward~~have no effect on the ~~tabulation of votes cast~~Adjournment Proposal. An abstention will have the same practical effect as a vote against this proposal. As described above, the NYSE has informed us that the Adjournment Proposal is a “routine” matter. Therefore, your broker, bank or other nominee may vote your shares without receiving instructions from you on this proposal and accordingly, we do not expect any broker non-votes on this proposal. A failure to instruct your broker, bank or other nominee on how to vote your shares will ~~have the same effect~~not necessarily count as ~~negative votes.~~a vote against this proposal.

Board Recommendation

~~OUR BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL~~

Our Board recommends that you vote “FOR” the Adjournment Proposal.

SECURITY OWNERSHIP OF ~~THE REVERSE STOCK SPLIT.~~

~~Table of Contents~~

~~RELATED PERSON TRANSACTIONS~~CERTAIN BENEFICIAL OWNERS AND ~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

MANAGEMENT

The following ~~represent transactions or series of similar transactions, since January 1, 2017~~table sets forth information with respect to ~~which we have been a participant in which~~ the ~~amount involved exceeded or will exceed the lesser of (a) $120,000 or (b) 1%~~beneficial ownership of our average total assets at year-end for the last two completed fiscal years, and in which any of our 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.

~~Lone Star Value~~

On May 26, 2015, we issued a 5% Unsecured Convertible Note due May 26, 2017, in the principal amount of $5,000,000 (the “Convertible Note”) 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 a warrant to purchase shares of our common stock (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 a private placement (the “Private Placement”) to Lone Star Value Investors, LP (“LSVI”), one of our significant stockholders and an entity controlled by our former Chairman, Jeffrey Eberwein, pursuant to the terms of a Securities Purchase Agreement, datedCommon Stock as of ~~May 26, 2015. In connection~~March 17, 2021, by:

	●	each person known by us to be the beneficial owner of more than five percent of our outstanding shares of Common Stock;
	●	each director;
	●	each of the named executive officers identified in the “Summary Compensation Table” under Executive Compensation in the Company’s Proxy Statement filed with the SEC on November 4, 2020 as well as the executive officers of the Company as of March 17, 2021 ; and
	●	all directors and executive officers of the Company as a group.

The percentages of Common Stock beneficially owned are reported on the ~~Private Placement, LSVI was granted the right to designate three~~basis of ~~our directors.~~

~~On May 13, 2016, LSVI completed an early partial exercise~~regulations of the ~~Original Warrant for 1,111,111 shares~~SEC governing the determination of ~~our common stock for total consideration to us~~beneficial ownership of ~~$2,000,000, and LSVI was issued a replacement warrant for~~securities. Under the remaining 1,666,666 shares under the Original Warrant on the same terms as the Original Warrant (the “Replacement 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 sizerules of the ~~Board~~SEC, a person is deemed to nine directors from the then-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. 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 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. The Company issued 57,107 shares of Series A Preferred Stock to LSVI during 2017 and the first three quarters of 2018. The Company is yet to issue the payments of a dividend on shares of Series A preferred Stock for the fourth quarter of 2018, which amounts to 2,104 shares.

On September 26, 2017, LSVI completed a cashless exercise of the full Replacement Warrant, of which there was a total of 1,666,666 shares of common stock underlying, in exchange for the issuance of 1,205,837 shares of our common stock.

~~2017 Notes Transaction~~

On March 7, 2017, we completed the sale and issuance 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 then-directors, Dhruwa N. Rai, and David Luci, who became a director of the Company in February 2018 but no longer serves as a director as of the date hereof. 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.~~

~~Table of Contents~~

The 2017 Notes are convertible into shares of our common stock at a conversion price equal to $2.80. The holders of the 2017 Notes have the right, at their option, at any time and from time to time to convert, in part or in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 Notes into shares of the Company’s common stock at the then applicable conversion price.

The 2017 Notes rank junior to our secured credit facility with North Mill Capital LLC. 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.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires Ameri’s directors, executive officers and holders of more than 10% of its common stock to file with the SEC reports regarding their ownership and changes in ownership of Ameri’s securities. Based solely on a review of the copies of reports furnished to the Ameri and written representations that no other reports were required, Ameri believes that during the year ended December 31, 2018 the executive officers and directors of the Company timely complied with all applicable filing requirements.

~~Table of Contents~~

~~STOCKHOLDER PROPOSALS~~

Stockholder proposals intended for inclusion in next year’s proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act must be directed to the Corporate Secretary, Ameri Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia 30024 and must be received by [____], 2020. In order for proposals of stockholders made outside of Rule 14a-8 promulgated under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) promulgated under the Exchange Act, such proposals must be received by the Corporate Secretary at the above address by [____], 2020 and must also be submitted in accordance with the requirements of our bylaws.

~~ANNUAL REPORT~~

We are concurrently sending all of our stockholders of record as of the Record Date, a copy of our Annual Report on Form 10-K for the year ended December 31, 2018. The Annual Report on Form 10-K contains Ameri’s certified consolidated financial statements for the year ended December 31, 2018, including that of Ameri’s subsidiaries.

A copy of our Annual Report on Form 10-K will also be furnished without charge upon receipt of a written request identifying the person so requesting a report as a stockholder of Ameri at such date to any person who was a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security.

Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned and each person’s address is c/o Enveric Biosciences, Inc. 4851 Tamiami Trail N., Suite 200, Naples, FL 34103. As of March 17, 2021, we had 19,449,975 shares of Common Stock outstanding.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Outstanding
5% Owners
Alpha Capital Anstalt (1)		2,159,220		9.99	%
David Stefansky (2)		1,288,816		6.56	%
TO Pharmaceuticals (3)		2,299,001		11.82	%

Officers and Directors
Brent Kelton (4)		44,486		*
Barry Kostiner (5)		28,486		*
Srinidhi (Dev) Devanur (6)		130,044		*
David Ian Johnson		—		—
Avani Kanubaddi		—		—
John Van Buiten		—		—
Robert G. Wilkins		—		—
George Kegler		—		—
Sol Mayer		—		—
Marcus Schabacker		—		—
Douglas Lind		—		—
All current directors and executive officers as a group (8 persons))		—		—

* 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. Alpha Capital Anstalt has sole voting power and sole dispositive power over such shares of Common Stock. As of March 17, 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 17, 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 17, 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 of the shares held by Bezalel.

	(3)	Based on a Schedule 13G filed February 10, 2021 by TO Pharmaceuticals LLC and 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 power and sole dispositive power with respect to 2,299,001 shares of Common .

	(4)	Former Chief Executive Officer resigned December 30, 2020.

	(5)	Former Chief Financial Officer resigned December 30, 2020.

	(6)	Former Executive Chairman resigned December 30, 2020.

OTHER MATTERS

The persons designated to vote shares covered by our ~~common stock~~proxies intend to exercise their judgment in voting such shares on other matters that may properly come before the Special Meeting or any adjournment, continuation or postponements thereof. Management does not expect that any matters other than those referred to in this proxy statement will be presented for action at the Special Meeting or any adjournment, continuation or postponements thereof.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

If you want us to consider including a proposal in our proxy statement for our 2021 Annual Meeting of Stockholders you must deliver a copy of your proposal to Enveric’s Secretary at our corporate office at 4851 Tamiami Trail N, Suite 200, Naples, Florida 34103 no later than July 8, 2021, or, if the date of our 2021 Annual Meeting of Stockholders is more than 30 days from the anniversary date of the 2020 Annual Meeting of Stockholders, then the deadline is a reasonable time before we begin to print and send our proxy materials for our 2021 Annual Meeting of Stockholders.

If you intend to present a proposal at our 2021 Annual Meeting of Stockholders, including director nominations, but you do not intend to have it included in our 2021 Proxy Statement, you must deliver a copy of your proposal to Enveric’s Secretary at our corporate office listed above no earlier than August 24, 2021 and no later than the close of business on September 25, 2021. The proposal must contain certain information specified in our Bylaws; provided, however, that in the event that the date of our 2021 Annual Meeting of Stockholders is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the 2020 Annual Meeting of Stockholders, your notice will be timely if we receive it no earlier than the close of business on the ~~Record Date. Requests should be directed~~120th day prior to ~~Investor Relations, Ameri Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia 30024.~~the 2021 Annual Meeting and no later than the close of business on the later of (i) the 90^th day prior to such annual meeting, or (ii) the tenth day following the earlier of the date on which a public announcement setting forth the date of such meeting is first made.

~~HOUSEHOLDING OF PROXY MATERIALS~~

STOCKHOLDERS SHARING THE SAME ADDRESS

The SEC has adopted rules that permit companies and intermediaries, ~~(e.g., brokers)~~such as brokers, to satisfy ~~the~~ delivery requirements for ~~proxy statements and annual reports~~Special Meeting materials with respect to two or more stockholders sharing the same address by delivering a single ~~proxy statement~~set of Special Meeting materials addressed to those stockholders. This process, ~~which is~~ commonly referred to as “householding,” potentially ~~means~~provides extra convenience for stockholders and cost savings for companies.

~~A number~~ Because we utilize the “householding” rules for Special Meeting materials, stockholders who share the same address will receive only one copy of brokers with account holders who are Ameri stockholders may be “householding” our proxy materials. In that event, a single proxy statement will be delivered to multiple stockholders sharing an addressthe Special Meeting materials, unless we receive contrary instructions ~~have been received~~ from ~~the affected stockholders. Once~~any stockholder at that address. If you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to ~~receive a separate proxy statement and annual report, please notify your broker. Stockholders who currently~~ receive multiple copies of the ~~proxy statement~~Special Meeting materials at ~~their~~the same address ~~and would like~~you share with other stockholders, additional copies will be provided to you promptly upon request. If you are a stockholder of record, you may obtain additional copies at the same address you share with other stockholders by contacting Broadridge Financial Solutions, Inc., either by calling (866) 540-7095, or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Eligible stockholders of record receiving multiple copies of the Special Meeting materials can request ~~“householding” of their communications should contact their broker.~~

~~GENERAL~~

~~Cost of Solicitation~~

~~We have retained Alliance Advisors to assist us~~householding by contacting Broadridge Financial Solutions, Inc. in the ~~solicitation~~same manner. If you are a beneficial owner and hold your shares in a brokerage or custody account, you can request additional copies of ~~proxies for a fee of up to [$ ] plus out-of-pocket expenses. Our expenses related to~~ the solicitation of proxies from stockholders this year are not anticipated to be significant, with the total cost expected to be approximately $[ ]. These solicitation costs are expected to include primarily the fee payable to our proxy solicitor. To date, we have incurred approximately [$ ] of these solicitation costs.

~~Table of Contents~~

~~Other Matters~~

~~The Board of Directors is not aware of any other matters that are to be presented for action~~Special Meeting materials at the ~~Annual Meeting. However, if any~~same address you share with other ~~matters properly come before the Annual Meeting,~~stockholders or you can request householding by notifying your ~~shares of common stock will be voted in accordance with the best judgment of the designated proxy holders (who are identified on the enclosed proxy card).~~

~~It is important that you vote promptly to avoid unnecessary expense. Please vote by internet,~~broker, bank or ~~if you receive a paper copy of the proxy materials, please sign, date and promptly mail the enclosed proxy card or use the internet voting procedures described on the proxy card.~~

other nominee.

	~~By Order of the Board of Directors,~~Sincerely,

	~~/s/ Srinidhi “Dev” Devanur~~
	~~Srinidhi “Dev” Devanur~~ David Ian Johnson
	Chief Executive Officer and Chairman of the Board of Directors

Naples, Florida
_______, 2021

~~Dated: [___], 2019~~

~~Table of Contents~~

APPENDIX A

Ratification Resolutions

WHEREAS, in connection with the approval of the Tender Offer Support Agreement and Termination of Amalgamation Agreement (the “Tender Agreement

~~[Form~~”) to be entered into by Ameri Holdings, Inc. (“Ameri”), predecessor to Enveric Biosciences, Inc. (the “Company” or the “Resulting Issuer”), Jay Pharma Inc. and certain other parties, the Board of Directors of Ameri approved: (i) a 1-for-2 to a 1-for-25 reverse stock split subject to stockholder approval and (ii) inclusion of a proposal (the “Reverse Stock Split Proposal”) in Ameri’s Proxy Statement/Prospectus filed with the SEC on November 13, 2020 (the “Proxy Statement/Prospectus”) for a special meeting of the Ameri stockholders to seek approval, among other things, of the Reverse Stock Split ~~Amendment]~~

~~Certificate of Amendment~~

Proposal and an amendment to the Resulting Issuer’s Amended and Restated Certificate of Incorporation

~~AMERI Holdings, Inc.~~

~~Under Section 242~~ (the “Reverse Stock Split Amendment”) to effect the proposed reverse stock split immediately following the consummation of the ~~Delaware General Corporation Law~~

~~AMERI Holdings, Inc.~~tender offer contemplated by the Tender Agreement;

WHEREAS, ~~a corporation organized~~at Ameri’s special meeting of stockholders held on December 29, 2020 (the “December 29, 2020 Meeting”), the Ameri stockholders approved the Reverse Stock Split Proposal, the Reverse Stock Split Amendment and ~~existing under~~ the ~~laws~~proposed reverse stock split to be effected thereby;

WHEREAS, on December 30, 2020, the Resulting Issuer filed the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware (the ~~“Corporation”~~“Secretary of State”), which became effective at 4:02 p.m. (New York time) on December 30, 2020, which effected a 1-for-4 reverse stock split (the “2020 Reverse Stock Split”) ~~hereby certifies~~ as ~~follows:~~

~~FIRST: The Certificate~~selected by the Board of ~~Incorporation~~Directors of the Resulting Issuer;

WHEREAS, the validity of the filing and effectiveness of the Reverse Stock Split Amendment and the resulting 2020 Reverse Stock Split has been challenged in a stockholder demand letter, dated January 21, 2021, due to statements in the Proxy Statement/Prospectus with respect to the authority of brokers, banks or other nominees to vote shares held in “street name” on the Reverse Stock Split Proposal and the Reverse Stock Split Amendment without instructions from the beneficial owner of such shares, and the fact that the votes cast by brokers, banks or other nominees were not tabulated consistent with such disclosure;

WHEREAS, in order to eliminate any uncertainty regarding the effectiveness of the Reserve Stock Split Amendment and the 2020 Reverse Stock Split effected thereby, the Board of Directors of the Company has determined that it is advisable and in the best interests of the Company and its stockholders to ratify the filing and effectiveness of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split pursuant to and in accordance with Section 204 of the Delaware General Corporation Law (the “DGCL”) and Delaware common law;

WHEREAS, any claim that the ratification of a defective corporate act under Section 204 of the DGCL is ~~hereby amended by adding~~void or voidable as a defective corporate act (as defined in Section 204(h) of the ~~following~~DGCL) due to the failure(s) of authorization, or that the Delaware Court of Chancery should declare, in its discretion, that the ratification thereof in accordance with Section ~~IV:~~

~~The foregoing amendment~~204 of the DGCL not be effective or be effective only on certain conditions, must be brought within the later of 120 days from the relevant validation effective time (which in the case of the ratification of the filing and effectiveness of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split shall be the date on which the certificate of validation with respect to the Reverse Stock Split Amendment and 2020 Reverse Stock Split is filed with the Secretary of State and becomes effective asin accordance with the DGCL).

NOW, THEREFORE, BE IT RESOLVED, that the potentially defective corporate acts to be ratified by these resolutions are (i) the filing of, ~~a.m., New York City time~~and the amendment effected by, the Reverse Stock Split Amendment filed with the Secretary of State on ~~, 201 (the “Effective Time”), every ( )~~December 30, 2020, and (ii) the combination and conversion of each four outstanding shares of the ~~Corporation’s~~ Company’s common stock, par value $0.01 per share (the “Common Stock ~~(the “Old Common Stock”~~”), ~~issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted~~ into one ~~(1)~~ share of Common Stock pursuant to the 2020 Reverse Stock Split (with fractional shares rounded up to the nearest whole share), which resulted in the combination of all of the ~~Corporation (the “New Common Stock”) (such formula herein, the “Determined Ratio”). Further, every right, option and warrant to acquire~~ shares of ~~Old~~ Common Stock outstanding immediately prior to the ~~Effective Time~~effectiveness of the 2020 Reverse Stock Split into a total of approximately 9.85 million shares of Common Stock upon the effectiveness of the 2020 Reverse Stock Split;

A-i

RESOLVED FURTHER, that the date of the filing of the Reverse Stock Split Amendment with the Secretary of State is December 30, 2020, and the date of the effectiveness of the 2020 Reverse Stock Split, and the combination and conversion of shares of Common Stock referenced above that was effected by the 2020 Reverse Stock Split, is December 30, 2020;

RESOLVED FURTHER, the nature of the alleged failures of authorization in respect of the potentially defective corporate acts are:

	(i)	the Reverse Stock Split Amendment was submitted to Ameri’s stockholders for their approval at the December 29 Meeting, at which meeting the inspector of elections determined that the Reverse Stock Split Proposal received the requisite stockholder approval and, based on that determination, the Resulting Issuer filed the Reverse Stock Split Amendment with the Secretary of State on December 30, 2020 and effected the 2020 Reverse Stock Split on December 30, 2020;

	(ii)	as part of the determination that the Reverse Stock Split Amendment received the requisite stockholder approval, votes cast by brokers, banks or other nominees without instruction from the beneficial owners of certain of Ameri’s outstanding shares of Common Stock were counted as votes in favor of the adoption of the Reverse Stock Split Amendment (the “Broker Votes”) and the voting of these shares by the brokers, banks or other nominees without instruction from the beneficial owners was inconsistent with certain statements made in the Proxy Statement/Prospectus for the December 29 Meeting, which stated that brokers, banks or other nominees would not have discretion to vote on the Reverse Stock Split Proposal to approve the Reverse Stock Split Amendment without instruction from the respective beneficial owner and that the failure of a beneficial owner to provide his, her or its brokers, banks or other nominees with instruction regarding how to vote on the Reverse Stock Split Amendment would have the same effect as casting a vote “against” the Reverse Stock Split Amendment; and

	(iii)	if the Broker Votes were counted as votes “against” the Reverse Stock Split Proposal, the Reverse Stock Split Amendment would not have been approved by the holders of a majority of the outstanding shares of the Common Stock, as required by Section 242 of the DGCL.

RESOLVED FURTHER, that the Board of Directors hereby approves, adopts and authorizes, in all respects, the ratification of the potentially defective corporate acts identified above, those being the filing and effectiveness of the Reverse Stock Split Amendment and the 2020 Reverse Stock Split (collectively, the “Potentially Defective Corporate Acts”), pursuant to Section 204 of the DGCL.

Submission to Stockholders for Ratification

RESOLVED FURTHER, that the Board of Directors hereby directs that the Potentially Defective Corporate Acts shall be submitted to the stockholders of the Company at a special meeting of the stockholders (the “Special Meeting”) to ratify such acts under Section 204 of the DGCL and under common law, and the Board of Directors hereby recommends that the stockholders ratify the Potentially Defective Corporate Acts; and

RESOLVED FURTHER, that the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting shall be the close of business on April 8, 2021 (unless the Special Meeting Committee of the Board of Directors subsequently fixes a different record date for such purposes); and

A-ii

RESOLVED FURTHER, that in connection with submitting the Potentially Defective Corporate Acts to the stockholders of the Company for ratification, the Board of Directors hereby authorizes and directs each officer of the Company (acting alone) to provide notice to the Company’s stockholders (and all other persons entitled thereto) in accordance with Section 204(d) of the DGCL and, in connection therewith, each such officer is authorized to (among other things) include (i) proposals relating to such ratification by the stockholders in the Company’s Notice of Meeting for the Special Meeting, and in any proxy statement, proxy card, other proxy materials or voting instruction forms related thereto, and (ii) include in such Notice of Meeting (and related proxy materials) any other matter that is required by Section 204 of the DGCL.

Abandonment

RESOLVED FURTHER, that at any time before the “validation effective time,” as such term in used in Section 204 of the DGCL, in respect of the Potentially Defective Corporate Acts, notwithstanding approval of the ratification of such Potentially Defective Corporate Acts by stockholders of the Company, the Board of Directors may abandon the ratification of such Potentially Defective Corporate Acts without further action of the stockholders of the Company.

Authorization to Prepare and File Certificates of Validation

RESOLVED FURTHER, that, following the ratification by the stockholders of the Company of the Potentially Defective Corporate Acts, each officer of the Company (acting alone) is hereby authorized to execute one or more certificates of validation in respect of such Potentially Defective Corporate Acts and to cause such certificate(s) of validation to be filed with the Secretary of State, with such certificate(s) of validation to be in such form and filed at such time as any such officer may deem advisable (the advisability of which shall be conclusively evidenced by the execution and filing of such certificate(s) of validation).

Common Law Ratification

RESOLVED FURTHER, that in addition to the ratification permitted by Section 204 of the DGCL, the Board of Directors hereby approves, adopts, confirms and ratifies the Potentially Defective Corporate Acts for all purposes of, and to the fullest extent permitted by, the common law of Delaware or any other applicable law.

General Enabling Resolution

RESOLVED FURTHER, that the officers of the Company are hereby authorized, empowered and directed in the name and on behalf of the Company, to do and cause to be done all such acts and things and to execute, deliver and perform obligations under all instruments, certificates, agreements and documents, and take whatever action is deemed necessary or advisable to comply with all applicable state and federal laws and to take such other action deemed necessary to carry out the intent of the above-listed resolutions.

A-iii

APPENDIX B

§ 204 Ratification of defective corporate acts and stock

(a) Subject to subsection (f) of this section, no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization if ratified as provided in this section or validated by the Court of Chancery in a proceeding brought under § 205 of this title.

(b) (1) In order to ratify 1 or more defective corporate acts pursuant to this section (other than the ratification of an election of the initial board of directors pursuant to paragraph (b)(2) of this section), the board of directors of the corporation shall adopt resolutions stating:

(A) The defective corporate act or acts to be ratified;

(B) The date of each defective corporate act or acts;

(C) If such defective corporate act or acts involved the issuance of shares of putative stock, the number and type of shares of putative stock issued and the date or dates upon which such putative shares were purported to have been issued;

(D) The nature of the failure of authorization in respect of each defective corporate act to be ratified; and

(E) That the board of directors approves the ratification of the defective corporate act or acts.

Such resolutions may also provide that, at any time before the validation effective time in respect of any defective corporate act set forth therein, notwithstanding the approval of the ratification of such defective corporate act by stockholders, the board of directors may abandon the ratification of such defective corporate act without further action of the stockholders. The quorum and voting requirements applicable to the ratification by the board of directors of any defective corporate act shall be the quorum and voting requirements applicable to the type of defective corporate act proposed to be ratified at the time the board adopts the resolutions ratifying the defective corporate act; provided that if the certificate of incorporation or bylaws of the corporation, any plan or agreement to which the corporation was a party or any provision of this title, in each case as in effect as of the ~~Effective Time~~time of the defective corporate act, would have required a larger number or portion of directors or of specified directors for a quorum to be present or to approve the defective corporate act, such larger number or portion of such directors or such specified directors shall be required for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, as applicable, except that the presence or approval of any director elected, appointed or nominated by holders of any class or series of which no shares are then outstanding, or by any person that is no longer a stockholder, shall not be required.

(2) In order to ratify a defective corporate act in respect of the election of the initial board of directors of the corporation pursuant to § 108 of this title, a majority of the persons who, at the time the resolutions required by this paragraph (b)(2) of this section are adopted, are exercising the powers of directors under claim and ~~without~~color of an election or appointment as such may adopt resolutions stating:

(A) The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;

(B) The earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and

(c) Each defective corporate act ratified pursuant to paragraph (b)(1) of this section shall be submitted to stockholders for approval as provided in subsection (d) of this section, unless:

(1) (A) No other provision of this title, and no provision of the certificate of incorporation or bylaws of the corporation, or of any ~~further action, automatically~~plan or agreement to which the corporation is a party, would have required stockholder approval of such defective corporate act to be ~~reclassified into~~ratified, either at the ~~right~~time of such defective corporate act or at the time the board of directors adopts the resolutions ratifying such defective corporate act pursuant to ~~acquire one~~ paragraph (b)(1) ~~share~~ of ~~New Common Stock based~~this section; and

B-i

(B) Such defective corporate act did not result from a failure to comply with § 203 of this title; or

(2) As of the record date for determining the stockholders entitled to vote on the ~~Determined Ratio~~ratification of such defective corporate act, there are no shares of valid stock outstanding and entitled to vote thereon, regardless of whether there then exist any shares of putative stock.

(d) If the ratification of a defective corporate act is required to be submitted to stockholders for approval pursuant to subsection (c) of this section, due notice of the time, place, if any, and purpose of the meeting shall be given at least 20 days before the date of the meeting to each holder of valid stock and putative stock, whether voting or nonvoting, at the address of such holder as it appears or most recently appeared, as appropriate, on the records of the corporation. The notice shall also be given to the holders of record of valid stock and putative stock, whether voting or nonvoting, as of the time of the defective corporate act (or, in the case of any defective corporate act that involved the establishment of a record date for notice of or voting at any meeting of stockholders, for action by written consent of stockholders in lieu of a meeting, or for any other purpose, the record date for notice of or voting at such meeting, the record date for action by written consent, or the record date for such other action, as the case may be), other than holders whose identities or addresses cannot be determined from the records of the corporation. The notice shall contain a copy of the resolutions adopted by the board of directors pursuant to paragraph (b)(1) of this section or the information required by paragraphs (b)(1)(A) through (E) of this section and a statement that any claim that the defective corporate act or putative stock ratified hereunder is void or voidable due to the failure of authorization, or that the Court of Chancery should declare in its discretion that a ratification in accordance with this section not be effective or be effective only on certain conditions must be brought within 120 days from the applicable validation effective time. At such meeting, the quorum and voting requirements applicable to ratification of such defective corporate act shall be the quorum and voting requirements applicable to the type of defective corporate act proposed to be ratified at the time of the approval of the ratification, except that:

(1) If the certificate of incorporation or bylaws of the corporation, any plan or agreement to which the corporation was a party or any provision of this title in effect as of the time of the defective corporate act would have required a larger number or portion of stock or of any class or series thereof or of specified stockholders for a quorum to be present or to approve the defective corporate act, the presence or approval of such larger number or portion of stock or of such class or series thereof or of such specified stockholders shall be required for a quorum to be present or to approve the ratification of the defective corporate act, as applicable, except that the presence or approval of shares of ~~Old Common Stock to~~any class or series of which no shares are then outstanding, or of ~~New Common Stock, but otherwise upon the terms of such right, option or warrant (except~~any person that ~~the exercise or purchase price of such right, option or warrant shall be proportionately adjusted).~~

~~Notwithstanding the immediately preceding paragraph, the Corporation~~is no longer a stockholder, shall not be required;

(2) The approval by stockholders of the ratification of the election of a director shall require the affirmative vote of the majority of shares present at the meeting and entitled to vote on the election of such director, except that if the certificate of incorporation or bylaws of the corporation then in effect or in effect at the time of the defective election require or required a larger number or portion of stock or of any class or series thereof or of specified stockholders to elect such director, the affirmative vote of such larger number or portion of stock or of any class or series thereof or of such specified stockholders shall be required to ~~issue~~ratify the election of such director, except that the presence or ~~deliver any fractional~~approval of shares of ~~New Common Stock. At~~any class or series of which no shares are then outstanding, or of any person that is no longer a stockholder, shall not be required; and

(3) In the ~~Effective Time~~event of a failure of authorization resulting from failure to comply with the provisions of § 203 of this title, the ratification of the defective corporate act shall require the vote set forth in § 203(a)(3) of this title, regardless of whether such vote would have otherwise been required.

Shares of putative stock on the record date for determining stockholders entitled to vote on any matter submitted to stockholders pursuant to subsection (c) of this section (and without giving effect to any ratification that becomes effective after such ~~fractional interest~~record date) shall neither be entitled to vote nor counted for quorum purposes in any vote to ratify any defective corporate act.

B-ii

(e) If a defective corporate act ratified pursuant to this section would have required under any other section of this title the filing of a certificate in accordance with § 103 of this title, then, whether or not a certificate was previously filed in respect of such defective corporate act and in lieu of filing the certificate otherwise required by this title, the corporation shall file a certificate of validation with respect to such defective corporate act in accordance with § 103 of this title. A separate certificate of validation shall be required for each defective corporate act requiring the filing of a certificate of validation under this section, except that (i) 2 or more defective corporate acts may be included in a single certificate of validation if the corporation filed, or to comply with this title would have filed, a single certificate under another provision of this title to effect such acts, and (ii) 2 or more overissues of shares of ~~New Common Stock~~any class, classes or series of stock may be included in a single certificate of validation, provided that the increase in the number of authorized shares of each such class or series set forth in the certificate of validation shall be ~~[converted into the right to receive, an amount in cash, without interest, determined by multiplying (i) the closing sale price~~effective as of the ~~Common Stock (on~~date of the first such overissue. The certificate of validation shall set forth:

(1) Each defective corporate act that is the subject of the certificate of validation (including, in the case of any defective corporate act involving the issuance of shares of putative stock, the number and type of shares of putative stock issued and the date or dates upon which such putative shares were purported to have been issued), the date of such defective corporate act, and the nature of the failure of authorization in respect of such defective corporate act;

(2) A statement that such defective corporate act was ratified in accordance with this section, including the date on which the board of directors ratified such defective corporate act and the date, if any, on which the stockholders approved the ratification of such defective corporate act; and

(3) Information required by 1 of the following paragraphs:

a. If a ~~post-reverse-split basis~~certificate was previously filed under § 103 of this title in respect of such defective corporate act and no changes to such certificate are required to give effect to such defective corporate act in accordance with this section, the certificate of validation shall set forth (x) the name, title and filing date of the certificate previously filed and of any certificate of correction thereto and (y) a statement that a copy of the certificate previously filed, together with any certificate of correction thereto, is attached as ~~adjusted for the amendment effected hereby) on the trading day immediately prior~~an exhibit to the ~~Effective Time as reported on~~certificate of validation;

b. If a certificate was previously filed under § 103 of this title in respect of the ~~Nasdaq Capital Market by (ii)~~defective corporate act and such ~~fractional share interest~~certificate requires any change to ~~which the holder would otherwise be entitled]/[rounded up~~give effect to the ~~next whole share]. Shares of Common Stock that were outstanding prior~~defective corporate act in accordance with this section (including a change to the ~~Effective Time~~date and time of the effectiveness of such certificate), the certificate of validation shall set forth (x) the name, title and filing date of the certificate so previously filed and of any certificate of correction thereto, (y) a statement that ~~are not outstanding after~~a certificate containing all of the ~~Effective Time shall resume~~information required to be included under the ~~status~~applicable section or sections of ~~authorized but unissued shares of Common Stock.~~

~~Each stock certificate that, immediately prior~~this title to give effect to the ~~Effective Time, represented shares~~defective corporate act is attached as an exhibit to the certificate of ~~Old Common Stock shall, from~~validation, and ~~after~~(z) the ~~Effective Time, represent~~date and time that ~~number of whole shares of New Common Stock into which the shares of Old Common Stock represented by~~ such certificate shall be deemed to have ~~been reclassified (as well as~~become effective pursuant to this section; or

c. If a certificate was not previously filed under § 103 of this title in respect of the ~~right~~defective corporate act and the defective corporate act ratified pursuant to ~~receive [cash]/[whole shares] in lieu~~this section would have required under any other section of ~~any fractional shares of New Common Stock as set forth above); provided, however, that each holder of record~~this title the filing of a certificate in accordance with § 103 of this title, the certificate of validation shall set forth (x) a statement that ~~represented shares~~a certificate containing all of ~~Old Common Stock shall receive, upon surrender~~the information required to be included under the applicable section or sections of ~~such~~this title to give effect to the defective corporate act is attached as an exhibit to the certificate ~~a new certificate representing~~of validation, and (y) the ~~number of whole shares of New Common Stock into which the shares of Old Common Stock represented by~~date and time that such certificate shall be deemed to have ~~been reclassified, as well as any [cash]/[whole share] in lieu of fractional shares of New Common Stock to which such holder may be entitled~~become effective pursuant to ~~the immediately preceding paragraph.~~

~~SECOND: The foregoing amendment~~this section.

A certificate attached to a certificate of validation pursuant to paragraph (e)(3)b. or c. of this section need not be separately executed and acknowledged and need not include any statement required by any other section of this title that such instrument has been ~~duly~~approved and adopted in accordance with the provisions of ~~Section 242~~such other section.

(f) From and after the validation effective time, unless otherwise determined in an action brought pursuant to § 205 of this title:

(1) Subject to the last sentence of subsection (d) of this section, each defective corporate act ratified in accordance with this section shall no longer be deemed void or voidable as a result of the ~~General Corporation law~~failure of authorization described in the resolutions adopted pursuant to subsection (b) of this section and such effect shall be retroactive to the time of the ~~State~~defective corporate act; and

B-iii

(2) Subject to the last sentence of ~~Delaware by the vote~~subsection (d) of this section, each share or fraction of a ~~majority~~share of ~~each class~~putative stock issued or purportedly issued pursuant to any such defective corporate act shall no longer be deemed void or voidable and shall be deemed to be an identical share or fraction of a share of outstanding stock as of the ~~Corporation~~time it was purportedly issued.

(g) In respect of each defective corporate act ratified by the board of directors pursuant to subsection (b) of this section, prompt notice of the ratification shall be given to all holders of valid stock and putative stock, whether voting or nonvoting, as of the date the board of directors adopts the resolutions approving such defective corporate act, or as of a date within 60 days after such date of adoption, as established by the board of directors, at the address of such holder as it appears or most recently appeared, as appropriate, on the records of the corporation. The notice shall also be given to the holders of record of valid stock and putative stock, whether voting or nonvoting, as of the time of the defective corporate act, other than holders whose identities or addresses cannot be determined from the records of the corporation. The notice shall contain a copy of the resolutions adopted pursuant to subsection (b) of this section or the information specified in paragraphs (b)(1)(A) through (E) or paragraphs (b)(2)(A) through (C) of this section, as applicable, and a statement that any claim that the defective corporate act or putative stock ratified hereunder is void or voidable due to the failure of authorization, or that the Court of Chancery should declare in its discretion that a ratification in accordance with this section not be effective or be effective only on certain conditions must be brought within 120 days from the later of the validation effective time or the time at which the notice required by this subsection is given. Notwithstanding the foregoing, (i) no such notice shall be required if notice of the ratification of the defective corporate act is to be given in accordance with subsection (d) of this section, and (ii) in the case of a corporation that has a class of stock listed on a national securities exchange, the notice required by this subsection and the second sentence of subsection (d) of this section may be deemed given if disclosed in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to § 13, § 14 or § 15(d) (15 U.S.C. § 78m, § 77n or § 78o(d)) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or the corresponding provisions of any subsequent United States federal securities laws, rules or regulations. If any defective corporate act has been approved by stockholders acting pursuant to § 228 of this title, the notice required by this subsection may be included in any notice required to be given pursuant to § 228(e) of this title and, if so given, shall be sent to the stockholders entitled thereto under § 228(e) and to ~~vote thereon.~~

~~IN WITNESS WHEREOF, I have signed~~all holders of valid and putative stock to whom notice would be required under this ~~Certificate~~subsection if the defective corporate act had been approved at a meeting other than any stockholder who approved the action by consent in lieu of a meeting pursuant to § 228 of this ~~day of , 201 .~~

~~Table of Contents~~

~~2019 ANNUAL MEETING OF STOCKHOLDERS OF~~

~~AMERI HOLDINGS, INC.~~

~~5000 Research Court, Suite 750~~

~~Suwanee, Georgia 30024~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~

~~The undersigned hereby appoints Srinidhi “Dev” Devanur and Barry Kostiner,~~title or any holder of ~~them, each with~~putative stock who otherwise consented thereto in writing. Solely for purposes of subsection (d) of this section and this subsection, notice to holders of putative stock, and notice to holders of valid stock and putative stock as of the time of the defective corporate act, shall be treated as notice to holders of valid stock for purposes of §§ 222 and 228, 229, 230, 232 and 233 of this title.

(h) As used in this section and in § 205 of this title only, the term:

(1) “Defective corporate act” means an overissue, an election or appointment of directors that is void or voidable due to a failure of authorization, or any act or transaction purportedly taken by or on behalf of the corporation that is, and at the time such act or transaction was purportedly taken would have been, within the power of ~~substitution, are hereby~~a corporation under subchapter II of this chapter (without regard to the failure of authorization identified in § 204(b)(1)(D) of this title), but is void or voidable due to a failure of authorization;

(2) “Failure of authorization” means: (i) the failure to authorize or effect an act or transaction in compliance with (A) the provisions of this title, (B) the certificate of incorporation or bylaws of the corporation, or (C) any plan or agreement to which the corporation is a party or the disclosure set forth in any proxy or consent solicitation statement, if and to the extent such failure would render such act or transaction void or voidable; or (ii) the failure of the board of directors or any officer of the corporation to authorize or approve any act or transaction taken by or on behalf of the corporation that would have required for its due authorization the approval of the board of directors or such officer;

(3) “Overissue” means the purported issuance of:

a. Shares of capital stock of a class or series in excess of the number of shares of such class or series the corporation has the power to issue under § 161 of this title at the time of such issuance; or

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b. Shares of any class or series of capital stock that is not then authorized ~~to represent and vote~~for issuance by the certificate of incorporation of the corporation;

(4) “Putative stock” means the shares of any class or series of capital stock of the ~~undersigned,~~corporation (including shares issued upon exercise of options, rights, warrants or other securities convertible into shares of capital stock of the corporation, or interests with ~~all~~respect thereto that were created or issued pursuant to a defective corporate act) that:

a. But for any failure of authorization, would constitute valid stock; or

b. Cannot be determined by the ~~powers~~board of directors to be valid stock;

(5) “Time of the defective corporate act” means the date and time the defective corporate act was purported to have been taken;

(6) “Validation effective time” with respect to any defective corporate act ratified pursuant to this section means the latest of:

a. The time at which the ~~undersigned would possess~~defective corporate act submitted to the stockholders for approval pursuant to subsection (c) of this section is approved by such stockholders or if ~~personally present, at~~no such vote of stockholders is required to approve the 2019 Annual Meeting of Stockholders of Ameri Holdings, Inc. to be held on [___], 2019 or at any postponement or adjournment thereof, and to vote all shares of common stock which the undersigned would be entitled to vote if then and there personally present on the matters set forth on the reverse side.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS IDENTIFIED IN ITEMS 1, 2 AND 3. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED: “FOR” THE PROPOSALS IDENTIFIED IN ITEMS 1, 2 AND 3, AND AS THE PROXY HOLDERS MAY DETERMINE IN THEIR DISCRETION WITH REGARD TO ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE ANNUAL MEETING.

~~PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.~~

~~(Continued and to be signed on the reverse side)~~

~~Table of Contents~~

~~2019 ANNUAL MEETING OF STOCKHOLDERS OF AMERI HOLDINGS, INC.~~

~~[___], 2019~~

~~VOTE BY INTERNET – www.[_____].com~~

Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically, via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to [____________].~~

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALS IDENTIFIED IN ITEMS 1, 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1. Election of Directors •FOR ALL NOMINEES •WITHHOLD AUTHORITY FOR ALL NOMINEES •FOR ALL EXCEPT (See instructions below) NOMINEES: O Srinidhi “Dev” Devanur O Dimitrios J. Angelis O Thoranath Sukumaran O Carmo Martella 2. The ratification of the ~~appointment~~defective corporate act, the time at which the board of ~~Ram Associates~~directors adopts the resolutions required by paragraph (b)(1) or (b)(2) of this section;

b. Where no certificate of validation is required to be filed pursuant to subsection (e) of this section, the time, if any, specified by the board of directors in the resolutions adopted pursuant to paragraph (b)(1) or (b)(2) of this section, which time shall not precede the time at which such resolutions are adopted; and

c. The time at which any certificate of validation filed pursuant to subsection (e) of this section shall become effective in accordance with § 103 of this title.

(7) “Valid stock” means the shares of any class or series of capital stock of the corporation that have been duly authorized and validly issued in accordance with this title.

In the absence of actual fraud in the transaction, the judgment of the board of directors that shares of stock are valid stock or putative stock shall be conclusive, unless otherwise determined by the Court of Chancery in a proceeding brought pursuant to § 205 of this title.

(i) Ratification under this section or validation under § 205 of this title shall not be deemed to be the exclusive means of ratifying or validating any act or transaction taken by or on behalf of the corporation, including any defective corporate act, or any issuance of stock, including any putative stock, or of adopting or endorsing any act or transaction taken by or in the name of the corporation prior to the commencement of its existence, and the absence or failure of ratification in accordance with either this section or validation under § 205 of this title shall not, of itself, affect the validity or effectiveness of any act or transaction or the issuance of any stock properly ratified under common law or otherwise, nor shall it create a presumption that any such act or transaction is or was a defective corporate act or that such stock is void or voidable.

§ 205 Proceedings regarding validity of defective corporate acts and stock

(a) Subject to subsection (f) of this section, upon application by the corporation, any successor entity to the corporation, any member of the board of directors, any record or beneficial holder of valid stock or putative stock, any record or beneficial holder of valid or putative stock as of the time of a defective corporate act ratified pursuant to § 204 of this title, or any other person claiming to be substantially and adversely affected by a ratification pursuant to § 204 of this title, the Court of Chancery may:

(1) Determine the validity and effectiveness of any defective corporate act ratified pursuant to § 204 of this title;

(2) Determine the validity and effectiveness of the ratification of any defective corporate act pursuant to § 204 of this title;

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(3) Determine the validity and effectiveness of any defective corporate act not ratified or not ratified effectively pursuant to § 204 of this title;

(4) Determine the validity of any corporate act or transaction and any stock, rights or options to acquire stock; and

(5) Modify or waive any of the procedures set forth in § 204 of this title to ratify a defective corporate act.

(b) In connection with an action under this section, the Court of Chancery may:

(1) Declare that a ratification in accordance with and pursuant to § 204 of this title is not effective or shall only be effective at a time or upon conditions established by the Court;

(2) Validate and declare effective any defective corporate act or putative stock and impose conditions upon such validation by the Court;

(3) Require measures to remedy or avoid harm to any person substantially and adversely affected by a ratification pursuant to § 204 of this title or from any order of the Court pursuant to this section, excluding any harm that would have resulted if the defective corporate act had been valid when approved or effectuated;

(4) Order the Secretary of State to accept an instrument for filing with an effective time specified by the Court, which effective time may be prior or subsequent to the time of such order, provided that the filing date of such instrument shall be determined in accordance with § 103(c)(3) of this title;

(5) Approve a stock ledger for the corporation that includes any stock ratified or validated in accordance with this section or with § 204 of this title;

(6) Declare that shares of putative stock are shares of valid stock or require a corporation to issue and deliver shares of valid stock in place of any shares of putative stock;

(7) Order that a meeting of holders of valid stock or putative stock be held and exercise the powers provided to the Court under § 227 of this title with respect to such a meeting;

(8) Declare that a defective corporate act validated by the Court shall be effective as of the time of the defective corporate act or at such other time as the ~~independent auditors~~Court shall determine;

(9) Declare that putative stock validated by the Court shall be deemed to be an identical share or fraction of a share of valid stock as of the time originally issued or purportedly issued or at such other time as the Court shall determine; and

(10) Make such other orders regarding such matters as it deems proper under the circumstances.

(c) Service of the application under subsection (a) of this section upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the ~~fiscal year ending December 31, 2019. 3. The approval~~Court of Chancery to adjudicate the matter. In an action filed by the corporation, the Court may require notice of the ~~reverse~~action be provided to other persons specified by the Court and permit such other persons to intervene in the action.

(d) In connection with the resolution of matters pursuant to subsections (a) and (b) of this section, the Court of Chancery may consider the following:

(1) Whether the defective corporate act was originally approved or effectuated with the belief that the approval or effectuation was in compliance with the provisions of this title, the certificate of incorporation or bylaws of the corporation;

(2) Whether the corporation and board of directors has treated the defective corporate act as a valid act or transaction and whether any person has acted in reliance on the public record that such defective corporate act was valid;

(3) Whether any person will be or was harmed by the ratification or validation of the defective corporate act, excluding any harm that would have resulted if the defective corporate act had been valid when approved or effectuated;

(4) Whether any person will be harmed by the failure to ratify or validate the defective corporate act; and

(5) Any other factors or considerations the Court deems just and equitable.

(e) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions brought under this section.

(f) Notwithstanding any other provision of this section, no action asserting:

(1) That a defective corporate act or putative stock ~~split FOR • • AGAINST • • ABSTAIN • • The undersigned acknowledges receipt~~ratified in accordance with § 204 of this title is void or voidable due to a failure of authorization identified in the resolution adopted in accordance with 204(b) of this title; or

(2) That the Court of Chancery should declare in its discretion that a ratification in accordance with § 204 of this title not be effective or be effective only on certain conditions,

may be brought after the expiration of 120 days from the ~~Company before~~later of the ~~execution~~validation effective time and the time notice, if any, that is required to be given pursuant to § 204(g) of this ~~proxy~~title is given with respect to such ratification, except that this subsection shall not apply to an action asserting that a ratification was not accomplished in accordance with § 204 of this title or to any person to whom notice of the ~~Notice~~ratification was required to have been given pursuant to § 204(d) or (g) of ~~Annual Meeting of Stockholders, a Proxy Statement for the Annual Meeting of Stockholders and the 2018 Annual Report~~this title, but to Stockholders. INSTRUCTIONS : To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. • To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account maywhom such notice was not be submitted via this method. • Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporation name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.given.

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~~Payment of Filing Fee (Check the appropriate box):~~
☒	~~No fee required.~~
☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.~~
	(1)	Title of each class of securities to which transaction applies:

	(5)	Total fee paid:

☐	~~Fee paid previously with preliminary materials.~~
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

When you cast your vote on:

	Proposal 1:	You may vote FOR the proposal, AGAINST the proposal or ABSTAIN.

	Proposal 2:	You may vote FOR the proposal, AGAINST the proposal or ABSTAIN.

	3.	To authorize an amendment to our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock at a specific ratio, within a range of 1-for-5 and 1-for-25, to be determined by our Board of Directors in its sole discretion and effected, if at all, within one yeareach of the ~~date the proposal is~~proposals:

Proposal 1 — Reverse Stock Split Amendment Ratification.		To be approved by stockholders, ~~(the “Reverse~~this proposal must receive the affirmative “FOR” vote of the holders of a majority of the shares of Common Stock ~~Split Proposal”);~~outstanding.
Proposal 2 – Adjournment Proposal.		To be approved by stockholders, this proposal must receive the affirmative “FOR” vote of a majority of shares of the Common Stock present in person (which would include voting online at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote on the proposal.

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 ~~(Set~~(set forth the amount on which the filing fee is calculated and state how it was determined):

	By	order of the Board of Directors,


		David Ian Johnson
		Chief Executive Officer and Chairman of the Board of Directors

	●	The ratification of the filing and effectiveness of the certificate of amendment to the Company’s amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on December 30, 2020 (the “Reverse Stock Split Amendment”) and the one-for-four reverse stock split of the Company’s Common Stock (the “2020 Reverse Stock Split”) that was effected thereby and became effective on December 30, 2020 (the “Reverse Stock Split Amendment Ratification”); and

	●	The approval of an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Amendment Ratification (the “Adjournment Proposal”).

	(2)	By toll-free telephone at [1-800-______], until 11:59 p.m. Eastern time on May 13, 2021 (have your 16-digit stockholder control number, which can be found on your proxy card, in hand when you call);

	(3)	By completing, signing, dating and mailing your proxy card in the postage-paid envelope we have provided or returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or

	(4)	Online during the Special Meeting at www.virtualshareholdermeeting.com/ENVB2021SM. You will need your 16-digit stockholder control number, which can be found on your proxy card, in hand when you vote online during the Special Meeting.

	(1)	By Internet at www.proxyvote.com 24 hours a day, seven days a week, until 11;59 p.m. Eastern time on May 13, 2021 (have your 16-digit stockholder control number, which can be found on your voting instruction form, in hand when you access the website);

	(2)	~~Form, Schedule or Registration Statement No.:~~By toll-free telephone at 1-800-[________], until 11:59 p.m. Eastern time on May 13, 2021 (have your 16-digit stockholder control number, which can be found on your voting instruction form, in hand when you call);

	(3)	~~Filing Party:~~By completing, signing, dating and mailing your voting instruction form in the postage-paid envelope provided to you; or

	(4)	~~Date Filed:~~Online during the Special Meeting at www.virtualshareholdermeeting.com/ENVB2021SM. You will need your 16-digit shareholder control number, which can be found on your voting instruction form, in hand when you vote online during the Special Meeting.

	~~Sincerely,~~

	~~/s/ Srinidhi “Dev” Devanur~~
	~~Srinidhi “Dev” Devanur~~ ~~Chairman of the Board~~


	~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON [_______], 2019~~ Whether or not you attend the meeting in person, please vote by internet, or, if you receive a paper copy of the proxy materials, please sign, date and promptly mail the enclosed proxy card or use the internet voting procedures described on the proxy card. This Notice of Annual Meeting and Proxy Statement along with the Ameri Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2018, are available on the internet at: [__________]

	~~PAGE~~
~~PROXY STATEMENT~~	1
~~Who May Vote~~	1
~~Voting Requirements~~	1
~~The Board of Directors’ Voting Recommendations~~	2
~~How to Vote~~	2
~~If You Plan to Attend the Annual Meeting~~	2
~~Revoking a Proxy~~	3
~~How We Solicit Proxies~~	3
~~If You Receive More Than One Proxy Card~~	3
~~Broker Non-Votes~~	3
~~If You Have Any Questions~~	3
~~CORPORATE GOVERNANCE AND ETHICS~~	4
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~	10
~~PROPOSAL 1: ELECTION OF DIRECTORS~~	11
~~Nominees for Election to the Board of Directors~~	11
~~Information about the Company’s Director Nominees~~	11
~~REPORT OF THE AUDIT COMMITTEE~~	13
~~PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS~~	14
~~Principal Accounting Fees~~	14
~~Types of Fees Explanation~~	14
~~Audit Committee Pre-Approval of Services by Independent Registered Public Accounting Firm~~	14
~~EXECUTIVE COMPENSATION~~	16
~~COMPENSATION OF DIRECTORS~~	19
~~PROPOSAL 3: APPROVAL OF THE REVERSE STOCK SPLIT~~	21
~~RELATED PERSON TRANSACTIONS AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	28
~~STOCKHOLDER PROPOSALS~~	30
~~ANNUAL REPORT~~	30
~~HOUSEHOLDING OF PROXY MATERIALS~~	30
~~GENERAL~~	30
~~Cost of Solicitation~~	30
~~Other Matters~~	31
~~APPENDIX A – Form of Charter Amendment for Reverse Split~~

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

Executive Officers, Present Directors and Proposed Directors:

Srinidhi “Dev” Devanur		6,276,375		11.94	%
Brent Kelton ⁽²⁾		1,430,053		2.72	%
Barry Kostiner		-		-
Dimitrios J. Angelis ⁽³⁾		40,990		*
Thoranath Sukumaran		-		-
Carmo Martella		-		-
All executive officers and directors as a group (6 persons)		7,747,418		14.78	%

5% Stockholders:

Anson Funds Management LP⁽⁴⁾		4,877,350		9.30	%
Hudson Bay Capital Management ⁽⁵⁾		4,395,951		8.39	%

	(1)	Amount ~~Previously Paid:~~previously paid:

Type of Fees	Year Ended December 31, 2018		Year Ended December 31, 2017
Audit Fees	$	80,000	$	75,000
Audit Related Fees		-		—
Tax Fees		-		—
All Other Fees		-		29,500
Total	$	80,000	$	104,500

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))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		2,748,548	$	1.17		1,052,852
Warrants issued outside of our equity compensation plan		—		—		—
Total		2,748,548	$	1.17		164,397

Name	Fees Earned or Paid in Cash		Stock Awards		RSU & Option Awards		All Other Compensation		Total
	($)		($)		($)		($)		($)

Srinidhi “Dev” Devanur		-		-		-		-		-
Dimitrios J. Angelis⁽¹⁾		-		-		70,408		-		70,408
Dr. Arthur M. Langer⁽²⁾		-		-		48,495		-		48,495
Dhruwa N. Rai ⁽³⁾		-		-		39,867		-		39,867
James Shad⁽⁴⁾				-		14,300		-		14,300
David Luci⁽⁵⁾		-		-		21,450		-		21,450
Thoranath Sukumaran		-		-		-		-		-
TOTAL		-		-		194,520		-		194,250