UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 29, 2020
Ameri Holdings, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | 001-38286 | 95-4484725 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5000 Research Court, Suite 750, Suwanee, Georgia | 30024 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (770) 935-4152
(Former Name or Former Address, If Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common Stock $0.01 par value per share | AMRH | The NASDAQ Stock Market LLC | ||
Warrants to Purchase Common Stock | AMRHW | The NASDAQ Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07. Submission of Matters to a Vote of Security Holders.
Ameri Holdings, Inc. (the “Company”) held a special meeting of the stockholders (the “Special Meeting”) on December 29, 2020. The Special Meeting was originally adjourned on December 23, 2020.
As of November 11, 2020, 2020, the record date for the Meeting, there were 7,441,320 shares of our common stock outstanding.
At the Meeting, the stockholders voted on the following nine proposals and cast their votes as follows:
1. To ratify the Ameri Share Issuance Proposal.
Votes For | Votes Against | Votes Abstained | ||
3,916,886 | 118,333 | 41,682 |
2. To ratify the Ameri Future Share Issuance Proposal.
Votes For | Votes Against | Votes Abstained | ||
3,907,093 | 121,899 | 47,909 |
3. To ratify the Reverse Stock Split Proposal.
Votes For | Votes Against | Votes Abstained | ||
5,384,097 | 565,002 | 31,283 |
-2- |
4. To ratify the Spin-Off Proposal.
Votes For | Votes Against | Votes Abstained | ||
3,814,370 | 192,198 | 70,333 |
5. To ratify the A&R Charter Proposal.
Votes For | Votes Against | Votes Abstained | ||
3,859,044 | 162,832 | 55,025 |
6. To ratify the Incentive Plan Proposal.
Votes For | Votes Against | Votes Abstained | ||
3,737,483 | 284,429 | 54,989 |
7. To ratify the Put Right Proposal.
Votes For | Votes Against | Votes Abstained | ||
3,828,174 | 215,277 | 33,450 |
8. To ratify the Bonus Shares Proposal.
Votes For | Votes Against | Votes Abstained | ||
3,719,020 | 318,131 | 39,750 |
9. To ratify the Conversion Proposal.
Votes For | Votes Against | Votes Abstained | ||
3,794,393 | 219,303 | 63,205 |
In connection with the approval of Proposal 9, the board of directors of the Company agreed to reduce the conversion price of the June Debenture from $1.75 to $1.00. In connection with the approval of Proposal 9, the board of directors of the Company agreed to reduce the conversion price of the June Debenture from $1.75 to $1.00. This Debenture has a current balance of principal and accrued interest through the date hereof of $728,812.92. This reduction is effective immediately.
Item 8.01 Other Events
On December 29, 2020, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release, dated December 29, 2020 |
-3- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
December 29, 2020 | AMERI HOLDINGS, INC. | |
By: | /s/ Barry Kostiner | |
Name: | Barry Kostiner | |
Title: | Chief Financial Officer |
-4- |