0000921895-15-001484.txt : 20150528
0000921895-15-001484.hdr.sgml : 20150528
20150528130438
ACCESSION NUMBER: 0000921895-15-001484
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150526
FILED AS OF DATE: 20150528
DATE AS OF CHANGE: 20150528
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERI Holdings, Inc.
CENTRAL INDEX KEY: 0000890821
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 954484725
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 MENLO PARK DRIVE
CITY: EDISON
STATE: NJ
ZIP: 08837
BUSINESS PHONE: 732-243-9250
MAIL ADDRESS:
STREET 1: 100 MENLO PARK DRIVE
CITY: EDISON
STATE: NJ
ZIP: 08837
FORMER COMPANY:
FORMER CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC
DATE OF NAME CHANGE: 19950323
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lone Star Value Management LLC
CENTRAL INDEX KEY: 0001589350
STATE OF INCORPORATION: CT
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26460
FILM NUMBER: 15894729
BUSINESS ADDRESS:
STREET 1: 53 FOREST AVENUE, 1ST FLOOR
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
BUSINESS PHONE: (203) 542-0235
MAIL ADDRESS:
STREET 1: 53 FOREST AVENUE, 1ST FLOOR
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lone Star Value Investors GP LLC
CENTRAL INDEX KEY: 0001589325
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26460
FILM NUMBER: 15894730
BUSINESS ADDRESS:
STREET 1: 53 FOREST AVENUE, 1ST FLOOR
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
BUSINESS PHONE: (203) 564-1405
MAIL ADDRESS:
STREET 1: 53 FOREST AVENUE, 1ST FLOOR
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lone Star Value Investors LP
CENTRAL INDEX KEY: 0001589247
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26460
FILM NUMBER: 15894731
BUSINESS ADDRESS:
STREET 1: 53 FOREST AVENUE, 1ST FLOOR
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
BUSINESS PHONE: (203) 542-0235
MAIL ADDRESS:
STREET 1: 53 FOREST AVENUE, 1ST FLOOR
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eberwein Jeffrey E.
CENTRAL INDEX KEY: 0001548312
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26460
FILM NUMBER: 15894732
MAIL ADDRESS:
STREET 1: 53 FOREST AVENUE, 1ST FLOOR
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
4
1
form409482025_05282015.xml
OWNERSHIP DOCUMENT
X0306
4
2015-05-26
0
0000890821
AMERI Holdings, Inc.
SPZRD
0001548312
Eberwein Jeffrey E.
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH
CT
06870
1
0
1
0
0001589247
Lone Star Value Investors LP
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH
CT
06870
0
0
1
0
0001589325
Lone Star Value Investors GP LLC
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH
CT
06870
0
0
1
0
0001589350
Lone Star Value Management LLC
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH
CT
06870
0
0
1
0
Common Stock
555587
I
By: Lone Star Value Investors, LP
5% Convertible Note due May 2017
1.80
2015-05-26
4
P
0
5000000
5000000
A
2015-05-26
2017-05-26
Common Stock
2777778
5000000
I
By: Lone Star Value Investors, LP
Warrant (Right to Buy)
1.80
2015-05-26
4
P
0
2777777
A
2015-05-26
2020-05-26
Common Stock
2777777
2777777
I
By: Lone Star Value Investors, LP
This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Mr. Eberwein is a director of the Issuer and each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors.
On May 26, 2015, the Issuer effectuated a 1-for-17.61 reverse stock split of its outstanding Common Stock, resulting in Lone Star Value Investor's ownership declining from 9,783,886 shares of Common Stock to 555,587 shares of Common Stock.
The Convertible Note bears interest at a rate of 5% per annum, with interest payable semiannually and any unpaid principal and interest due on May 26, 2017. The unpaid amount of principal of the Convertible Note is convertible into shares of the Issuer's Common Stock at any time after its issuance at a conversion price of $1.80 per share, subject to adjustment in accordance with the terms of the Convertible Note. From and after an event of default and for so long as the event of default is continuing, the Convertible Note will bear default interest at the rate of 10% per annum.
Pursuant to the terms of a Securities Purchase Agreement by and between Lone Star Value Investors and the Issuer, dated May 26, 2015, the Issuer issued Lone Star Value Investors the Convertible Note and a warrant to purchase shares of Common Stock (the "Warrant"). The Warrant gives Lone Star Value Investors the right to purchase up to 2,777,777 shares of Common Stock at an exercise price equal to $1.80 per share. The Warrant may be exercised on a cashless-exercise basis, meaning that, upon exercise, Lone Star Value Investors would make no cash payment to the Issuer, and would receive a number of shares of Common Stock having an aggregate value equal to the excess of the then-current market price of the shares issuable upon exercise of the Warrant over the exercise price of the Warrant. The Warrant will expire on May 26, 2020.
On May 26, 2015, the Issuer completed a "reverse merger" transaction, in which the Issuer caused Ameri100 Acquisition, Inc., a Delaware corporation and its newly-created, wholly-owned subsidiary, to be merged with and into Ameri and Partners Inc. (dba Ameri100), a Delaware corporation (the "Merger"). Immediately prior to the closing of the Merger, the Issuer changed its name to AMERI Holdings, Inc.
/s/ Jeffrey E. Eberwein
2015-05-28
Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory
2015-05-28
Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory
2015-05-28
Lone Star Value Management, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory
2015-05-28