8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 25, 2019

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock $0.01 par value per share	AMRH	The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock	AMRHW	The NASDAQ Stock Market LLC

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. ☐

EXPLANATORY NOTE

This amended Current Report on Form 8-K/A is being filed to include Exhibit 5.1 with the Registrant’s current report on Form 8-K, filed with the Securities and Exchange Commission on November 25, 2019 (the “Original 8-K”). This amended current report on Form 8-K/A includes Exhibit 5.1. Except as described above, no other change has been made to the Original 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP

10.1* Form of Securities Purchase Agreement

10.2* Form of Convertible Debenture

*Filed with the Original 8-K.

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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.

November 26, 2019	AMERI HOLDINGS, INC.
	By:	/s/ Barry Kostiner
		Name: Barry Kostiner
		Title: Chief Financial Officer

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EX-5.1

Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com

November 25, 2019

VIA ELECTRONIC MAIL

Ameri Holdings, Inc.

5000 Research Court, Suite 750

Suwanee, Georgia, 30024

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the offering for sale of a $1,000,000 5% convertible debenture (the “Debenture”) convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.01 per share, of Ameri Holdings, Inc. (the “Company”), pursuant to the Registration Statement (as defined below) and the Prospectus (as defined below). Unless defined herein, capitalized terms have the meanings given to them in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated November 25, 2019, by and among the Company and the purchasers identified on the signature pages thereto (the Purchasers”), relating to the issuance and sale by the Company of the Debenture.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.

In connection with this opinion, we have reviewed and relied upon the following:

• the Registration Statement on Form S-3 (File No. 333-233260) initially filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2019, under the Securities Act of 1933, as amended (the “Securities Act”) (including any documents incorporated by reference therein, the “Registration Statement,” and the related prospectus included in such Registration Statement (including any documents incorporated by reference therein, the “Base Prospectus”));

• the final prospectus supplement, which includes the Base Prospectus, filed on November 26, 2019 pursuant to Rule 424(b) under the Securities Act, which is referred to as the “Prospectus”;

• the Securities Purchase Agreement;

• the Amended and Restated Certificate of Incorporation of the Company, as amended, in effect on the date hereof;

• the Amended and Restated Bylaws of the Company in effect on the date hereof;

• the resolutions of the Board of Directors of the Company, authorizing/ratifying the execution and delivery of the Securities Purchase Agreement, the issuance and sale of the Debenture and the Conversion Shares, the preparation and filing of the Prospectus, and other actions with regard thereto; and

• such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopy, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the following opinions:

1. provided that the Debenture has been duly executed and delivered by the Company to the purchaser thereof against payment therefor, the Debenture, when issued and sold as contemplated in the Registration Statement and the Prospectus will be a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, and

2. the Conversion Shares, when issued in accordance with the terms of Debenture, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.

We express no opinion as to matters governed by any laws other than the General Corporation Law of the State of Delaware.

We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Conversion Shares.

Respectfully submitted,

/s/ Sheppard, Mullin, Richter & Hampton LLP

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP