Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 2.01 and in Item 3.02 is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.






Closing of Offer

On December 30, 2020, pursuant to the previously announced Tender Offer Support Agreement and Termination of Amalgamation Agreement dated August 12, 2020, as amended by that certain Amendment No. 1 to the Tender Offer Support Agreement and Termination of Amalgamation Agreement dated December 18, 2020 (as amended, the "Tender Agreement"), by and among Enveric Biosciences, Inc., a Delaware corporation (the "Company") previously known as AMERI Holdings, Inc. ("Ameri"), Jay Pharma Inc., a Canada corporation and a wholly owned subsidiary of the Company ("Jay Pharma"), and certain other signatories thereto, the Company completed a tender offer (the "Offer") to purchase all of the outstanding common shares of Jay Pharma for the number of shares of common stock of the Company, par value $0.01 per share (the "Common Stock") or Series B convertible preferred stock of the Company, par value $0.01 per share (the "Series B Preferred Stock"), as applicable, equal to the exchange ratio of 0.8849, and Jay Pharma became a wholly-owned subsidiary of the Company, on the terms and conditions set forth in the Tender Agreement. Following the effective time of the Offer, the Company changed the name of the Company from AMERI Holdings, Inc. to Enveric Biosciences, Inc. and effected a 1-for-4 reverse stock split of the issued and outstanding Common Stock (the "Reverse Stock Split"). Immediately following completion of the Offer and the transactions contemplated in the Tender Agreement, but without giving effect to the issuance of the Series B Warrants (as defined below) (i) the former Jay Pharma equity holders (including certain investors in private placements that closed prior to the completion of the Offer) own approximately 82.3% of the Company; (ii) former Ameri equity holders own approximately 14.5% of the Company; and (iii) a financial advisor to Jay Pharma and Ameri owns approximately 3.2% of the Company.

Following the Offer and after giving effect to the Reverse Stock Split, the Company had outstanding approximately 9.85 million shares of Common Stock outstanding and 3,525,407 shares of Series B Preferred Stock that were convertible into 3,525,407 shares of Common Stock outstanding. The holders of approximately 72% of outstanding shares of Common Stock are subject to lock-up/leak-out agreements pursuant to which such stockholders have agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to, certain shares of Common Stock, including, as applicable, shares received in the Offer and issuable upon exercise of certain warrants and options. The lock-up period begins at the time of the completion of the Offer and ends on the date that is 180 days after such time. The leak-out period begins on the date that is the end of the lock-up period and ends on a date that is 180 days after such date. During the leak-out period, such holders may only sell up to 15% of the aggregate amount of Company securities owned by such holder as of the expiration of the lock-up period per month. Notwithstanding the foregoing, the lock-up and leak-out restrictions are subject to value and trading thresholds set forth in the lock-up/leak-out agreements which, if met, would cause the lock-up and leak-out restrictions to expire.

The Common Stock listed on The Nasdaq Capital Market, previously trading through the close of business on December 30, 2020 under the ticker symbol "AMRH," commenced trading on The Nasdaq Capital Market, on a post-Reverse Stock Split . . .

Item 3.02. Unregistered Sales of Equity Securities.






Series B Warrants

Pursuant to the Tender Agreement, on December 31, 2020, the Company issued Series B Warrants (the "Series B Warrants") to purchase 1,791,923 shares of common stock of the Company at an exercise price of $0.01 to Alpha Capital Anstalt ("Alpha"). The Company is obligated, among other things, to file a registration statement with the Securities and Exchange Commission (the "SEC") for purposes of registering the resale of the shares of Common Stock issuable upon exercise of the Series B Warrants by the investors. The issuance of the Series B Warrants was exempt from the registration requirements of the Securities Act pursuant to an exemption provided by Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

Item 3.03. Material Modification to Rights of Security Holders.

Series A Preferred Stock Redemption

Upon the closing of the Spin-Off, all of the Company's outstanding shares of Series A Preferred Stock were redeemed for an equal number of shares of Private Ameri Preferred Stock.

The information in Item 2.01 relating to the Series A Preferred Stock is incorporated by reference herein.

Amended and Restated Certificate of Incorporation and Bylaws

The information set forth in Item 5.03 under the headings "Amended and Restated Certificate of Incorporation" and "Amended and Restated Bylaws" is incorporated by reference herein.





Reverse Stock Split

As previously disclosed, at the special meeting of the Company's stockholders held on December 29, 2020, the Company's stockholders approved a certificate of amendment to the Company's A&R Charter (as defined below under Item 5.03) to effect the Reverse Stock Split. On December 30, 2020, the Company filed the certificate of amendment to the Company's A&R Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split (the "Reverse Split Amendment"). As a result of the Reverse Stock Split, every four shares of the Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of the Company's Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. The Reverse Split Amendment provides that each stockholder who did not have a number of shares evenly divisible pursuant to the Reverse Stock Split ratio and who would otherwise be entitled to receive a fractional share of Common Stock was entitled to receive an additional share of Common Stock. The Reverse Split Amendment did not change the par value per share of Common Stock or the number of authorized shares of the Company's common stock, which will remain at 100,000,000.

The foregoing description of the Reverse Split Amendment is not complete and is qualified in its entirety by reference to a copy of the Reverse Split Amendment, which is filed as Exhibit 3.2 hereto and is incorporated by reference herein.

The information in Item 2.01 relating to the Reverse Stock Split is incorporated by reference herein.

Series B Preferred Stock Certificate of Designations

In connection with the Offer, on December 30, 2020, the Company filed a Series B Preferred Stock Certificate of Designations (the "Series B Preferred Stock Certificate of Designations") with the Secretary of State of the State of Delaware to create a class of non-voting Series B Preferred Stock. Each share of Series B Preferred Stock will be convertible into one share of Common Stock (subject to adjustment) at any time at the option of the holders, provided that each holder would be prohibited from converting Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder's provision of not less than 61 days' prior written notice to the Company.

Shares of Series B Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the board of directors. However, holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of Common Stock when such dividends are specifically declared by the board of directors. The Company will have no right to require a holder to surrender its Series B Preferred Stock for redemption. Shares of Series B Preferred Stock will not otherwise be entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.

Upon completion of the Offer, the Company issued 3,525,407 shares of Series B . . .

Item 5.01. Changes in Control of Registrant.

The information required by this Item 5.01 is contained in Item 2.01 and is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Director and Officer Resignations

Effective upon completion of the Offer, Srinidhi "Dev" Devanur, the Company's Executive Chairman and a director of the Board, Brent Kelton, the Company's Chief Executive Officer, Barry Kostiner, the Company's Chief Financial Officer, Carmo Martella, a director of the Board, Thoranath Sukumaran, a director of the Board and Dimitrios Angelis, a director of the Board, all tendered their resignations from their respective positions as officers and directors of the Company. These letters did not contain any statements describing disagreements with the Company related to its operations, policies or practices, nor did any disagreements lead to their resignation.





Director Appointments

Pursuant to the terms of the Tender Agreement, and as disclosed in the proxy statement/prospectus filed by the Company, as subsequently supplemented, the Board appointed David Johnson, George Kegler, Sol Mayer and Marcus Schabacker to the Board at the effective time of the Offer.

Effective upon completion of the Offer, the Board appointed (i) George Kegler, Sol Mayer and Marcus Schabacker as the members of the Audit Committee of the Board, with George Kegler serving as the chair of such committee, (ii) George Kegler, Sol Mayer and Marcus Schabacker as the members of the Compensation Committee of the Board, with Marcus Schabacker serving as the chair of such committee, and (iii) George Kegler, Sol Mayer and Marcus Schabacker as the members of the Nominating and Governance Committee of the Board, with Sol Mayer serving as the chair of such committee.

Each director that is not an employee of the Company (each, a "Non-Employee Director") will be paid an annual compensation of $25,000. In addition, each Non-Employee Director will also be eligible for his or her service on Committees of the Board of Directors in accordance with the following:





                                                                      Annual Cash
                            Position                                 Compensation
Chair of the Audit Committee                                       $           7,500
Non-Chair Member of the Audit Committee                            $           5,000
Chair of the Nominating and Governance Committee                   $           5,000
Non-Chair Member of the Nominating and Governance Committee        $           3,000
Chair of the Compensation Committee                                $           5,000
Non-Chair Member of the Compensation Committee                     $           3,000

Each Non-Employee Director shall also be granted an equity award of $25,000 in the form of restricted stock, vesting one year after he or she commences service as a director, provided he or she is still serving as a director on such vesting date. In addition, each Non-Employee Director serving during the calendar year 2021 shall also be eligible to receive a one-time equity award of $50,000 in the form of restricted stock, vesting one year after he or she commences service as a director, provided he or she is still serving as a director on such vesting date, solely with respect to his or her service during the calendar year 2021.





Officer Appointments

Effective upon the completion of the Offer, the Board appointed the following individuals to the office or offices set forth opposite his name below:

Name:                             Office:

        David Johnson    Chief Executive Officer and Chairman of the Board
       Avani Kanubaddi                Chief Operating Officer
       John Van Buiten                Chief Financial Officer
       Robert Wilkins                  Chief Medical Officer

Mr. Johnson, 61, serves as Chairman and Chief Executive Officer of the Company. Mr. Johnson also has served on the board of directors and as the Chief Executive Officer of Aquamed Technologies, Inc. since April 2019. Mr. Johnson formerly served on the board of directors and as the President and Chief Executive Officer of Alliqua BioMedical, Inc. from November 2012 until April 2019. Mr. Johnson was formerly President of the ConvaTec Division of Bristol-Myers Squibb, Inc. until 2008 when he orchestrated a sale of the division from its pharmaceutical parent to Avista Capital Partners and Nordic Capital in a deal valued at $4.1 billion. Concurrently, he acquired and integrated the assets of Copenhagen-based Unomedical to expand ConvaTec Inc.'s manufacturing and infrastructure into Europe. From 2008 through 2012, Mr. Johnson served as the Chief Executive Officer of ConvaTec Inc. Prior to his tenure with ConvaTec Inc., Mr. Johnson held several senior positions in the U.S., Europe and Canada with Zimmer Inc., Fisher Scientific, and Baxter Corporation. He served as a member of ConvaTec Inc.'s board of directors and the board of the Advanced Medical . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.




Charter Amendments

The information set forth in Item 3.03 under the headings "Reverse Stock Split" and "Series B Preferred Stock Certificate of Designations" are incorporated by reference herein.

Amended and Restated Certificate of Incorporation

In connection with the Tender Agreement, the Company agreed to seek the approval of its stockholders to amend and restate the Company's Certificate of Incorporation (the "A&R Charter"). The Company obtained stockholder approval of the A&R Charter and, on December 30, 2020, filed the A&R Charter with the Secretary of State of the State of Delaware.

The key amendments included in the A&R Charter are as follows:





  ? the name of the Company is changed to "Enveric Biosciences, Inc.";
  ? the change in the number of authorized shares to 120,000,000, consisting of
    100,000,000 shares of Common Stock and 20,000,000 shares of preferred stock;
  ? any amendment of clauses addressing indemnification of directors and officers
    does not eliminate or reduce the effect of the indemnification in respect of
    any matter occurring, or any proceeding accruing or arising or that, but for
    the indemnification provisions, would accrue or arise, prior to such
    amendment, repeal or adoption of an inconsistent provision;
  ? removal of certain provisions under Article IV providing for a previously
    effectuated stock split which has already been effectuated;
  ? simplification and consolidation of various clauses, which substantially
    provide the same rights, procedures, policies and restrictions regarding,
    among other things, meetings of stockholders, stockholder voting rights,
    prohibition on cumulative voting, and powers granted to the board of
    directors.

The foregoing description of the A&R Charter does not purport to be complete and is qualified entirely by reference to the full text of the A&R Charter, which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.





Amended and Restated Bylaws

Pursuant to the Tender Agreement, effective as of the effective time of the Offer, the Company adopted amended and restated bylaws (the "Amended and Restated Bylaws").

Advance Notice of Stockholder Business

The Amended and Restated Bylaws have revised advance notice procedures for stockholders. Pursuant to the Amended and Restated Bylaws, only such business shall be conducted as shall have been properly brought before the annual meeting of Company stockholders. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the Company's proxy materials with respect to such meeting, (B) by or at the direction of the Board, or (C) by a stockholder of the Company who (1) is a stockholder of record at the time of the giving of the notice and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in the Amended and Restated Bylaws. In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to the Amended and Restated Bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities and Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the "Exchange Act"), clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

A stockholder's notice must set forth all information required under Section 2.4(i) of the Amended and Restated Bylaws and must be timely received by the secretary of the Company. To be timely, a stockholder's notice must be received by the secretary at the principal executive offices of the Company not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the Company first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year's annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (which is a disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a . . .




Item 8.01. Other Events.




New CUSIP Numbers

In connection with the Offer and the Reverse Stock Split, the Common Stock possesses a new CUSIP number (29405E 109), and the AMRHW Warrants possess a new CUSIP number (29405E 117).





Press Releases

On December 30, 2020, the Company issued a press release announcing the Reverse Stock Split. On December 31, 2020, the Company issued a press release announcing the completion of the Offer. Copies of such press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






  (a) Financial Statements of Business Acquired.

The Company will file the financial statements required to be filed by this Item 9.01(a) not later than seventy-one (71) days after the date on which this Current Report on Form 8-K is required to be filed.





  (b) Pro Forma Financial Information.

The Company will file the financial statements required to be filed by this Item 9.01(b) not later than seventy one (71) days after the date on which this Current Report on Form 8-K is required to be filed.













(d) Exhibits.



Exhibit No.   Description
2.1             TENDER OFFER SUPPORT AGREEMENT AND TERMINATION OF AMALGAMATION
              AGREEMENT, dated August 12, 2020, by and among Ameri, Jay Pharma
              Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C. Unlimited Liability
              Company and Barry Kostiner, as the Ameri representative
              (incorporated by reference to Exhibit 2.5 to the Company's Form S-4
              filed with the Securities and Exchange Commission on August 12,
              2020)
2.2             AMENDMENT NO. 1 to TENDER OFFER SUPPORT AGREEMENT AND TERMINATION
              OF AMALGAMATION AGREEMENT, dated December 18, 2020, by and among
              Ameri, Jay Pharma Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C.
              Unlimited Liability Company and Barry Kostiner, as the Ameri
              representative (incorporated by reference to Exhibit 10.1 to the
              Company's Current Report on Form 8-K filed with the Securities and
              Exchange Commission on December 18, 2020)
2.3             Share Purchase Agreement, dated January 10, 2020, by and between
              Ameri Holdings, Inc. and Ameri100, Inc. (incorporated by reference
              to Exhibit 2.1 to the Company's Current Report on Form 8-K filed
              with the Securities and Exchange Commission on January 13, 2020)
3.1             Amended and Restated Certificate of Incorporation, effective
              December 30, 2020
3.2             Certificate of Amendment to Amended and Restated Certificate of
              Incorporation, effective December 30, 2020
3.3             Series B Preferred Stock Certificate of Designations, effective
              December 30, 2020
3.4             Amended and Restated Bylaws, effective December 30, 2020
10.1            Employment Agreement, by and between the Company and David
              Johnson, dated January 10, 2020
10.2            Employment Agreement, by and between the Company and Avani
              Kanubaddi, dated December 2, 2020
10.3            Employment Agreement, by and between the Company and Robert
              Wilkins, dated December 22, 2020
10.4            Consulting Agreement, by and between the Company and Barry
              Kostiner, dated December 29, 2020
10.5            Enveric Biosciences, Inc. 2020 Long-Term Equity Incentive Plan
10.6            Form of RSU Award Agreement
99.1            Press Release, issued December 30, 2020
99.2            Press Release, issued December 31, 2020




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