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13 SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

 

NOTE 13.            SUBSEQUENT EVENTS:

 

On April 20, 2016, the Company entered into a Stock Purchase Agreement with Dhruwa N. Rai, pursuant to which Mr. Rai purchased from the Company 500,000 unregistered shares of its common stock at a price per share of $6.00 for aggregate consideration to the Company of $3,000,000.

 

On May 10, 2016, the Company increased the size of the Board  to eight people.  Following the increase in the size of the Board, the Board appointed Dhruwa N. Rai, a member of the advisory council of Ameri and Partners Inc., one of the Company's operating subsidiaries, to fill the vacancy created by such increase, effective immediately.  On May 10, 2016, the Company also formed an Executive Strategy Committee, which will consider, and advise the Board on, strategic opportunities of the Company.  Following the formation of the Executive Strategy Committee, the Board appointed Mr. Rai as its chairman and Giri Devanur, the Company's President and Chief Executive Officer, and Srinidhi "Dev" Devanur, the Company's Executive Vice Chairman, as additional members of the committee.  Upon Mr. Rai's appointment to the Board and the Executive Strategy Committee, the Compensation Committee granted Mr. Rai an option to purchase 500,000 shares of common stock of the Company, with an exercise price of $7.00, and restricted stock units to receive 500,000 shares of common stock of the Company in consideration of Mr. Rai's service to the Board of Directors and the Executive Strategy Committee.

 

On May 13, 2016, Lone Star Value completed an early partial exercise of its Original Warrant for 1,111,111 shares of the Company's common stock at a price of $1.80 per share, for total consideration to the Company of $2,000,000 and a replacement warrant for the remaining 1,166,666 shares under the Original Warrant on the same terms as the Original Warrant.  Lone Star Value also agreed to an amendment of Note to extend the maturity of the Note for two years in exchange for (i) the right to request that the Board expand the size of the Board to nine directors from the current eight, with Lone Star Value having the right to designate up to four of the nine directors, and (ii) the issuance of a new five-year warrant for the purchase of 1,000,000 shares of the Company' common stock at a price of $6.00 per share, on substantively the same terms as the Original Warrant, except the New Warrant may only be exercised for cash.  Lone Star Value's Registration Rights Agreement, dated May 26, 2015, with us was also amended and restated to include the shares of common stock issuable under the New Warrant.