SEC Form 8 filed

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): December 29, 2020

Registrant’s Telephone Number, Including Area Code: (770) 935-4152

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

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):

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 [X]

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 5.07. Submission of Matters to a Vote of Security Holders.

Ameri Holdings, Inc. (the “Company”) held a special meeting of the stockholders (the “Special Meeting”) on December 29, 2020. The Special Meeting was originally adjourned on December 23, 2020.

As of November 11, 2020, 2020, the record date for the Meeting, there were 7,441,320 shares of our common stock outstanding.

At the Meeting, the stockholders voted on the following nine proposals and cast their votes as follows:

1. To ratify the Ameri Share Issuance Proposal.

2. To ratify the Ameri Future Share Issuance Proposal.

3. To ratify the Reverse Stock Split Proposal.

4. To ratify the Spin-Off Proposal.

5. To ratify the A&R Charter Proposal.

6. To ratify the Incentive Plan Proposal.

7. To ratify the Put Right Proposal.

8. To ratify the Bonus Shares Proposal.

9. To ratify the Conversion Proposal.

In connection with the approval of Proposal 9, the board of directors of the Company agreed to reduce the conversion price of the June Debenture from $1.75 to $1.00. In connection with the approval of Proposal 9, the board of directors of the Company agreed to reduce the conversion price of the June Debenture from $1.75 to $1.00. This Debenture has a current balance of principal and accrued interest through the date hereof of $728,812.92. This reduction is effective immediately.

Item 8.01 Other Events

On December 29, 2020, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.