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): August 21, 2018
| 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) |
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 ☒
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 1.01 | Entry into a Material Definitive Agreement. |
Private Placement and Securities Purchase Agreement
On August 21, 2018, AMERI Holdings, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Additional Purchaser”) for the sale of approximately 500,000 shares of our common stock, via a pre-funded warrant (the “Shares”), and warrants to purchase a total approximately 400,000 shares (the “Warrant Shares”) of our common stock (“Additional Purchaser Warrants”) for gross proceeds of approximately $600,000 (the “Additional Investment”). The initial price per Share was $1.20 (“Per Share Purchase Price”) and the initial per share exercise price of the Purchaser Warrants was $1.60 (“Exercise Price”). The Per Share Purchase Price and the Exercise Price are subject to adjustment as described below. The Additional Purchaser was not issued any Shares at the closing of the Additional Investment, due to Nasdaq stock issuance limitations, but the Shares will be issued upon the exercise of a pre-funded warrant for no additional consideration to the Company, subject to stockholder approval. The Additional Purchaser Warrants and the Additional Purchaser’s pre-funded warrant are exercisable following the later of stockholder approval of the Private Placement (defined below) or the effectiveness of the Resale Registration Statement (defined below), subject to ownership limitations described below, and expire five years after the date of issuance.
The Additional Investment was made in connection with, and substantially on the same terms and using the same forms as, the private placement of common stock and warrants completed by the Company on July 30, 2018 (such private placement and the Additional Investment, the “Private Placement”), as disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2018. The $600,000 purchase price paid by the Additional Purchaser on August 21, 2018 represents the entire purchase price that will be paid by the Additional Purchaser for the Shares and the Additional Purchaser Warrants (excluding the exercise price to be paid upon the exercise of Additional Purchaser Warrants), even if additional Shares (through the adjustment of a pre-funded warrant) are issued and additional Warrant Shares become issuable upon the occurrence of certain events described below.
The Company must seek stockholder approval for the Private Placement by September 27, 2018. In the event the stockholders do not approve the Private Placement, the Company is required to seek stockholder approval again by November 15, 2018 and then every four months until the transaction is approved or until the warrants have terminated.
The Per Share Purchase Price and Exercise Price will automatically be adjusted lower (the “Price Adjustment”), if applicable, to 80% (with respect to the purchase price of the shares) and 110% (with respect to the exercise price of the Additional Purchaser Warrants) of the lowest of the average daily prices on the 6 trading days after the date that (i) a registration statement covering the resale of the securities being issued in the transaction is declared effective by the SEC and (ii) the Company’s stockholders approve the Private Placement transaction. If all the shares issuable pursuant to the Securities Purchase Agreement are not included in the registration statement, another similar adjustment to the Per Share Purchase Price and Exercise Price will occur on the date that such shares may be sold pursuant to Rule 144 under the Securities Act of 1933. Following any adjustment to the Exercise Price, the number of shares that may be issued pursuant to an Additional Purchaser Warrant will be proportionately increased. In no event will the Per Share Purchase Price or the Exercise Price be less than $0.29 per share. In addition, the Additional Purchaser Warrants have transaction-specific anti-dilution provisions, as described in the Additional Purchaser Warrant filed hereto as Exhibit 4.1.
The aggregate gross proceeds received by the Company for the Additional Investment was approximately $600,000. The Company intends to use the net proceeds for the repayment of certain indebtedness, past acquisition obligations and general working capital purposes.
The Additional Investment is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Additional Purchaser represented that it is either: (i) an “accredited investor” as defined in Rule 501 of the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The securities were offered without any general solicitation by the Company or its representatives.
The securities sold and issued in the Additional Investment have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
Registration Rights Agreement
In connection with the Additional Investment, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Additional Purchaser, to be effective as of the Closing. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement (the “Resale Registration Statement”) with the SEC by August 24, 2018 for purposes of registering the resale of the Shares and the Warrant Shares issuable upon exercise of the Additional Purchaser Warrants. The Company also agreed to use its reasonable best efforts to cause such registration statement to be declared effective by the SEC by September 23, 2018 (October 23, 2018 in the event the registration statement is reviewed by the SEC). If the Company fails to meet the specified filing deadlines or keep the Resale Registration Statement effective, subject to certain permitted exceptions, the Company will be required to pay liquidated damages to the Additional Purchaser. The Company also agreed, among other things, to indemnify the selling holders under the Resale Registration Statement from certain liabilities and to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights Agreement.
The foregoing description of the Additional Investment and the Securities Purchase Agreement, the Additional Investor Warrants and the Registration Rights Agreement is qualified in its entirety by reference to the Securities Purchase Agreement, the Additional Investor Warrants and the Registration Rights Agreement, which are filed hereto as Exhibits 10.1, 4.1 and 10.2, respectively.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
| Item 8.01 | Other Events. |
On August 22, 2018, the Company issued a press release announcing the execution of the Securities Purchase Agreement which is filed as exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 4.1 | Form of Warrant (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 30, 2018 and incorporated herein by reference). | |
| 10.1 | Securities Purchase Agreement by and between AMERI Holdings, Inc. and the purchaser named in the signature pages thereto (form of agreement filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 30, 2018 and incorporated herein by reference). | |
| 10.2 | Registration Rights Agreement (filed as Exhibit 10.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 30, 2018 and incorporated herein by reference). | |
| 99.1 | Press Release dated August 22, 2018. |
EXHIBIT INDEX
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.
| August 22, 2018 | AMERI HOLDINGS, INC. | ||
| By: | /s/ Viraj Patel
| ||
| Name: | Viraj Patel | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
AMERI100 ANNOUNCES $600,000 FollOW-On INVESTMENT IN CONNECTION WITH recently completed $6,000,000 Private Placement
Atlanta, GA August 22, 2018 -- AMERI Holdings, Inc. (Nasdaq: AMRH) (“Ameri100” or the “Company), a specialized SAP® cloud, digital, and enterprise services company, today announced that it has entered into a securities purchase agreement with an accredited investor in connection with a private placement of $600,000 of shares of its common stock and warrants as a follow-on investment in connection with a $6,000,000 private placement which was completed on July 30, 2018. The per share purchase price of the common stock was $1.20, and the initial exercise price for the warrants is $1.60 per share, subject to adjustment. In connection with the private placement, the Company will issue approximately 500,000 shares of common stock or common stock equivalents and warrants to purchase approximately 400,000 shares of common stock, subject to adjustment. The follow-on investor was not issued any shares at the closing of the follow-on investment, due to Nasdaq stock issuance limitations, but the shares will be issued upon the exercise of a pre-funded warrant for no additional consideration to the Company, subject to stockholder approval. The private placement, including the follow-on investment, has now closed.
The Company’s estimated net proceeds from the follow-on investment are expected to be approximately $0.54 million. The Company intends to use the net proceeds for the repayment of certain indebtedness, past acquisition obligations and general working capital purposes.
A.G.P. / Alliance Global Partners acted as the exclusive placement agent for the private placement.
The warrants are exercisable following the later of stockholder approval of the private placement and the effectiveness of a registration statement to register the warrant shares issued or issuable in connection with the private placement and may be exercised for five years from the date of issuance. The per share purchase price and warrant exercise price will automatically be adjusted lower, if applicable, to 80 percent (with respect to the purchase price of the shares) and 110 percent (with respect to the exercise price of the warrants) of the lowest of the average daily prices on the 6 trading days after the date that (i) a registration statement covering the resale of the securities being issued in the transaction is declared effective by the Securities and Exchange Commission (“SEC”) and (ii) the Company's shareholders approve the private placement transaction. If all the shares issuable pursuant to the securities purchase agreement are not included in the registration statement, another similar adjustment to the per share purchase price and warrant exercise price will occur on the date that such shares may be sold pursuant to Rule 144 under the Securities Act of 1933. Following any adjustment to the warrant exercise price, the number of shares that may be issued pursuant to a warrant will be proportionately increased. In no event will the purchase price or the warrant exercise price be less than $0.29 per share.
In connection with the private placement, the Company entered into a registration rights agreement with the investors whereby the Company agreed to prepare and file a registration statement with the SEC to allow for the registration of the resale of shares of common stock issued in the transaction, as well as the shares of common stock issuable upon exercise of the warrants issued in the transaction.
The Company is obligated to seek shareholder approval of the issuance of the shares issuable in the private placement no later September 27, 2018, and it will schedule a meeting of its shareholders for that purpose.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
The securities purchase agreement and other related agreements can be found in the Company's Current Report on Form 8-K, which is expected to be filed with the SEC on or about August 22, 2018.
About Ameri100
Ameri100 is a specialized SAP® cloud, digital and enterprise services company which provides SAP® services to customers worldwide. Headquartered in Atlanta, Georgia, Ameri100 has offices in the U.S. and Canada. The Company also has global delivery centers in India. With its bespoke engagement model, the Company delivers transformational value to its clients across industry verticals. For further information, visit www.ameri100.com.
Forward-Looking Statements
This press release includes forward-looking statements that relate to the business and expected future events or future performance of Ameri100 and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about Ameri100's financial and growth projections as well as statements concerning our plans, predictions, estimates, strategies, intentions, beliefs and other information concerning our business and the markets in which we operate. The future performance of Ameri100 may be adversely affected by the following risks and uncertainties: the level of market demand for our services, the highly-competitive market for the types of services that we offer, market conditions that could cause our customers to reduce their spending for our services, our ability to create, acquire and build new businesses and to grow our existing businesses, our ability to attract and retain qualified personnel, currency fluctuations and market conditions around the world, and other risks not specifically mentioned herein but those that are common to industry. For a more detailed discussion of these factors and risks, investors should review Ameri100's reports on Form 10-K and other reports filed with the SEC, which can be accessed through the SEC's website. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made. All forward-looking statements are qualified in their entirety by this cautionary statement, and Ameri100 undertakes no duty to update this information to reflect future events, information or circumstances.
Corporate Contact:
Viraj Patel, Chief Financial Officer
IR@ameri100.com
Investor Relations Contact:
Jody Burfening/Sanjay M. Hurry
LHA Investor Relations
(212) 838-3777
IR@ameri100.com