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