SC 13D/A 1 sc13da1409482025_11162018.htm AMENDMENT NO. 14 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 14)1

AMERI Holdings, Inc.

(Name of Issuer)

Common Stock Purchase Warrants
Common Stock, par value $0.01 per share

(Title of Class of Securities)

02362F112
02362F104

(CUSIP Number)

jeffrey E. eberwein

lone star value management, LLC

53 Forest Avenue, 1st Floor

Old Greenwich, Connecticut 06870

(203) 489-9500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 14, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 02362F112

CUSIP No. 02362F104

  1   NAME OF REPORTING PERSON  
         
        LONE STAR VALUE INVESTORS, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

7.6% of the outstanding Public Warrants

2.7% of the outstanding shares of Common Stock*

  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

 

* Includes 1,000,000 shares of Common Stock issuable upon the exercise of the May 2016 Warrant (as defined below) and 100,000 shares of Common Stock issuable upon the exercise of the Public Warrants.

 

2

CUSIP No. 02362F112

CUSIP No. 02362F104

  1   NAME OF REPORTING PERSON  
         
        LONE STAR VALUE CO-INVEST I, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

0 Public Warrants

0 shares of Common Stock

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

0 Public Warrants

0 shares of Common Stock

  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

0 Public Warrants

0 shares of Common Stock

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

0% of the outstanding Public Warrants

0% of the outstanding shares of Common Stock

  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 02362F112

CUSIP No. 02362F104

 

  1   NAME OF REPORTING PERSON  
         
        LONE STAR VALUE INVESTORS GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

7.6% of the outstanding Public Warrants

2.7% of the outstanding shares of Common Stock*

  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

* Includes 1,000,000 shares of Common Stock issuable upon the exercise of the May 2016 Warrant and 100,000 shares of Common Stock issuable upon the exercise of the Public Warrants.

4

CUSIP No. 02362F112

CUSIP No. 02362F104

 

  1   NAME OF REPORTING PERSON  
         
       

LONE STAR VALUE MANAGEMENT, LLC

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CONNECTICUT  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

100,000 Public Warrants

1,100,000 shares of Common Stock*

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

7.6% of the outstanding Public Warrants

2.7% of the outstanding shares of Common Stock*

  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

* Includes 1,000,000 shares of Common Stock issuable upon the exercise of the May 2016 Warrant and 100,000 shares of Common Stock issuable upon the exercise of the Public Warrants.

5

CUSIP No. 02362F112

CUSIP No. 02362F104

 

 

  1   NAME OF REPORTING PERSON  
         
        JEFFREY E. EBERWEIN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

100,000 Public Warrants

2,296,842 shares of Common Stock*#

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

100,000 Public Warrants

2,296,842 shares of Common Stock*#

  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

100,000 Public Warrants

2,296,842 shares of Common Stock*#

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

7.6% of the outstanding Public Warrants

5.6% of the outstanding shares of Common Stock*#

  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

 

* Includes 1,000,000 shares of Common Stock issuable upon the exercise of the May 2016 Warrant and 100,000 shares of Common Stock issuable upon the exercise of the Public Warrants.

# Includes 1,196,842 Shares beneficially owned directly by Mr. Eberwein.

 

6

CUSIP No. 02362F112

CUSIP No. 02362F104

 

The following constitutes Amendment No. 14 to the Schedule 13D filed by the undersigned (“Amendment No. 14”). This Amendment No. 14 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The Securities purchased by Lone Star Value Investors were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

 

The aggregate purchase price of the 100,000 Public Warrants directly owned by Lone Star Value Investors is approximately $1,015, including brokerage commissions.

 

On May 13, 2016, the Issuer issued a five-year warrant to Lone Star Value Investors for the purchase of 1,000,000 shares of Common Stock at a price of $6.00 per share (the “May 2016 Warrant”), on substantively the same terms as the May 2015 Warrant (as defined and described in Amendment No. 7 to the Schedule 13D).

 

Of the 1,196,842 Shares directly owned by Mr. Eberwein (i) 1,135,768 Shares were acquired upon a pro rata in-kind distribution from Lone Star Value Investors to its partners, (ii) 13,910 were transferred from Lone Star Value Co-Invest I, of which Mr. Eberwein is the sole investor, and (iii) 47,164 shares of Common Stock were acquired in connection with Mr. Eberwein’s service as Chairman of the Issuer’s Board of Directors.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a) The aggregate percentage of Securities reported owned by each person named herein is based upon (i) 1,321,940 Public Warrants outstanding as of November 15, 2018, which is the total number of Public Warrants outstanding based on information provided by the Issuer, and (ii) 39,607,569 shares of Common Stock outstanding as of November 8, 2018, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018.

As of the date hereof, Lone Star Value Investors beneficially owned (a) 100,000 Public Warrants, constituting approximately 7.6% of the Public Warrants outstanding, and (b) 1,100,000 shares of Common Stock (consisting of 100,000 shares of Common Stock issuable upon the exercise of the Public Warrants and 1,000,000 shares of Common Stock issuable upon the exercise of the May 2016 Warrant), constituting approximately 2.7% of the shares of Common Stock outstanding.

As of the date hereof, Lone Star Value Co-Invest I beneficially owned (a) 0 Public Warrants, constituting 0% of the Public Warrants outstanding, and (b) 0 shares of Common Stock, constituting 0% of the shares of Common Stock outstanding.

As of the date hereof, Mr. Eberwein directly beneficially owned (a) 0 Public Warrants, constituting 0% of the Public Warrants outstanding, and (b) 1,196,842 shares of Common Stock, constituting approximately 3.0% of the shares of Common Stock outstanding. 

Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed to beneficially own the (a) 100,000 Public Warrants, constituting approximately 7.6% of the Public Warrants outstanding, and (b) 1,100,000 shares of Common Stock, constituting approximately 2.7% of the shares of Common Stock outstanding, beneficially owned by Lone Star Value Investors.

7

CUSIP No. 02362F112

CUSIP No. 02362F104

Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed to beneficially own the (a) 100,000 Public Warrants, constituting approximately 7.6% of the Public Warrants outstanding, and (b) 1,100,000 shares of Common Stock, constituting approximately 2.7% of the shares of Common Stock outstanding, beneficially 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 to beneficially own the (a) 100,000 Public Warrants, constituting approximately 7.6% of the Public Warrants outstanding, and (b) 1,100,000 shares of Common Stock, constituting approximately 2.7% of the shares of Common Stock outstanding, beneficially owned by Lone Star Value Investors, which, together with the 1,196,842 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 2,296,842 shares of Common Stock, constituting approximately 5.6% of the shares of Common Stock outstanding.

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Securities directly owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Securities reported herein that he or it does not directly own.

(b) By virtue of their respective positions with Lone Star Value Investors, each of Lone Star Value GP, Lone Star Value Management and Mr. Eberwein may be deemed to have sole power to vote and dispose of the Securities reported owned by Lone Star Value Investors.

Mr. Eberwein has the sole power to vote and dispose of the Securities directly beneficially owned by him.

(c) There have been no transactions in Securities of the Issuer by the Reporting Persons during the past sixty days.

8

CUSIP No. 02362F112

CUSIP No. 02362F104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 16, 2018

  Lone Star Value Investors, LP
   
  By: Lone Star Value Investors GP, LLC
General Partner
     
  By:

/s/ Jeffrey E. Eberwein

    Name: Jeffrey E. Eberwein
    Title: Manager

 

 

  Lone Star Value Co-Invest I, LP
   
  By: Lone Star Value Investors GP, LLC
General Partner
     
  By:

/s/ Jeffrey E. Eberwein

    Name: Jeffrey E. Eberwein
    Title: Manager

 

 

  Lone Star Value Investors GP, LLC
   
  By:

/s/ Jeffrey E. Eberwein

    Name: Jeffrey E. Eberwein
    Title: Manager

 

 

  Lone Star Value Management, LLC
   
  By:

/s/ Jeffrey E. Eberwein

    Name: Jeffrey E. Eberwein
    Title: Sole Member

 

 

 

/s/ Jeffrey E. Eberwein

  Jeffrey E. Eberwein

 

9