Enveric Biosciences, Inc 10-K/A for FY2019

Enveric Biosciences, Inc. (ENVB)

10-K/A 2020-08-12 For: 2019-12-31

Added on April 10, 2026

About this 10-K/A

Enveric Biosciences, Inc filed this 10-K/A on August 12, 2020, covering the fiscal year ended December 31, 2019 (FY2019).

Headline figures

Fiscal year ended December 31, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $39.91M; down 7.2% from $43M a year earlier
Net loss: $5.61M; compared with a net loss of $16.9M a year earlier
Diluted EPS: -$2.83; compared with -$20.47 a year earlier

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Delaware		95-4484725
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4080 McGinnis Ferry Road, Suite 1306 Alpharetta, Georgia 30005		30005
(Address of principal executive offices)		(Zip Code)

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
Emerging growth company	[X]

	1.	Management’s Discussion and Analysis of Financial Condition and Results of Operations;
	2.	Financial Statement Note 1 – Description of Business;
	3.	Financial Statement Note 2 – Summary of Significant Accounting Policies;
	4.	Financial Statement Note 15 – Leases; and
	5.	Financial Statement Note 17 – Revision of Prior Year Financial Statements.

Item 1.	Business	1

Item 1A.	Risk Factors	9

Item 1B.	Unresolved Staff Comments	27

Item 2.	Properties	27

Item 3.	Legal Proceedings	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28

Item 6.	Selected Financial Data	28

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 8.	Financial Statements and Supplementary Data	38

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38

Item 9A.	Controls and Procedures	38

Item 9B.	Other Information	40

Item 10.	Directors, Executive Officers and Corporate Governance	40

Item 11.	Executive Compensation	43

Item 12.	Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters	46

Item 13.	Certain Relationships and Related Transactions and Director Independence	47

Item 14.	Principal Accountants Fees and Services	47

Item 15.	Exhibits, Financial Statement Schedules	49

	Index to Consolidated Audited Financial Statements	F-1

	●	the approval of each of the Company’s and Jay Pharma’s shareholders;
	●	the consummation of the Spin-Off;
	●	the entering into of certain ancillary agreements by and between the Company and ExchangeCo;
	●	the approval of the NASDAQ to approve for listing the common stock of the resulting company.

Characteristic		Description
Mature Market	●	Most large global companies have already outsourced what they wanted to outsource.

Commoditized Business Model	●	North America and Europe continue to be the markets with attractive spending potential. However, increased regulations and visa dependencies prove to be a major drawback of the model.

	●	The benefits realized from the business model are largely based on labor arbitrage, productivity benefits and portfolio restructuring. These contours have changed due to commoditization.

Insourcing	●	Extremely rapid changes in technology are forcing IT services–traditionally an outsourcing business—to adopt
		an insourcing model.

Rapid Technology Shifts	●	Cloud services, robotic process automation, artificial intelligence and internet of things are increasingly in demand as part of outsourcing engagements. Smart robots increasingly operate in the cloud, and a ‘labor-as-a- service’ approach has emerged, as clients and providers find that intelligent tools and virtual agents can be easily and flexibly hosted on cloud platforms.

	●	Social media, cloud computing, mobility and big data will continue to be mainstays for any IT ecosystem.

	●	The convergence of cloud computing, virtualization (applications and infrastructure) and utility computing is around the corner. The ability of a vendor to offer an integrated basket of services on a SaaS model, will be a key differentiator.

	●	Enterprises are becoming more digital. There is a strong convergence of human and machine intelligence

		thanks to drivers like advanced sensors and machine learning. Operations and technology are converging.

Contracts & Decision Making	●	Large multi-year contracts will be renegotiated and broken down into shorter duration contracts and will involve multiple vendors rather than sole sourcing.

	●	The ability to demonstrate value through Proof of Concepts (POCs) and willingness to offer outcome based pricing are becoming critical considerations for decision making, Requests for Proposal (RFP)-driven decisions are increasingly rare.

	●	The alignment of SAP to enterprises is extremely strong. Given the reliance of enterprises on applications, clients tend to make long-term bets on SAP as an enterprise solution.

	●	According to the September 2014 “HfS Blueprint Report” from by HfS Research Ltd., the SAP market is a multi-billion-dollar market that is very fragmented (there are over 5,000 consulting firms), with the three largest service providers capturing an increasing share of the market.

	●	A significant number of SAP customers must move to S/4 HANA by 2025.

	●	well-developed recruiting, training and retention model;

	●	successful service delivery model;

	●	broad referral base;

	●	continual investment in process improvement and knowledge capture;

	●	investment in research and development;

	●	strong corporate governance; and

	●	custom strategic partnerships to provide breadth and depth of services.

	●	establishing and maintaining broad market acceptance of our solutions and services and converting that acceptance into direct and indirect sources of revenue;

	●	establishing and maintaining adoption of our technology solutions in a wide variety of industries and on multiple enterprise architectures;

	●	timely and successfully developing new solutions and services and increasing the functionality and features of existing solutions and services;

	●	developing solutions and services that result in high degree of enterprise client satisfaction and high levels of end-customer usage;

	●	successfully responding to competition, including competition from emerging technologies and solutions;

	●	developing and maintaining strategic relationships to enhance the distribution, features, content and utility of our solutions and services; and

	●	identifying, attracting and retaining talented personnel at reasonable market compensation rates in the markets in which we employ.

	●	financial difficulties for a client;

	●	a change in strategic priorities, resulting in a reduced level of technology spending;

	●	a demand for price reductions; or an unwillingness to accept higher pricing due to various factors such as higher wage costs, higher cost of doing business;

	●	a change in outsourcing strategy by moving more work to the client’s in-house technology departments or to our competitors;

	●	the replacement by our clients of existing software with packaged software supported by licensors;

	●	mergers and acquisitions;

	●	consolidation of technology spending by a client, whether arising out of mergers and acquisitions, or otherwise; and

	●	sudden ramp-downs in projects due to an uncertain economic environment.

	●	make it difficult for us to obtain financing in the future for acquisitions, working capital, capital expenditures, debt service requirements or other purposes;

	●	limit our flexibility in planning for or reacting to changes in our business;

	●	limit our ability to pay dividends;

	●	make us more vulnerable in the event of a downturn in our business; and

	●	affect certain financial covenants with which we must comply in connection with our credit facilities.

	●	technological innovations or new products and services by us or our competitors;

	●	additions or departures of key personnel;

	●	sales of our common stock, including management shares;

	●	limited availability of freely-tradable “unrestricted” shares of our common stock to satisfy purchase orders and demand;

	●	our ability to execute our business plan;

	●	operating results that fall below expectations;

	●	loss of any strategic relationship;

	●	industry developments;

	●	economic and other external factors;

	●	our ability to manage the costs of maintaining adequate internal financial controls and procedures in connection with the acquisition of additional businesses; and

	●	period-to-period fluctuations in our financial results.

	●	a $1.00 minimum closing bid price;

	●	stockholders’ equity of $2.5 million;

	●	500,000 shares of publicly-held common stock with a market value of at least $1 million;

	●	300 round-lot stockholders; and

	●	compliance with Nasdaq’s corporate governance requirements, as well as additional or more stringent criteria that may be applied in the exercise of Nasdaq’s discretionary authority.

	●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

	●	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

	●	are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

	●	may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”); and

	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

	●	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

	●	the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

	●	the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

	●	limiting the liability of, and providing indemnification to, our directors and officers;

	●	controlling the procedures for the conduct and scheduling of stockholder meetings; and

	●	advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

	●	Ameri’s or Jay Pharma’s current and prospective employees could experience uncertainty about their future roles within the resulting company; and, this uncertainty might adversely affect Ameri’s or Jay Pharma’s ability to retain, recruit and motivate key personnel;
	●	the attention of Ameri’s or Jay Pharma’s management may be directed towards the completion of the amalgamation and other transaction-related considerations and may be diverted from the day-to-day business operations of Ameri or Jay Pharma, as applicable, and matters related to the amalgamation may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Ameri or Jay Pharma, as applicable;
	●	customers, prospective customers, suppliers, collaborators and other third parties with business relationships with Ameri or Jay Pharma may decide not to renew or may decide to seek to terminate, change or renegotiate their relationships with Ameri or Jay Pharma as a result of the amalgamation, whether pursuant to the terms of their existing agreements with Ameri or Jay Pharma; and

	●	Completion of preclinical laboratory tests, animal studies, and formulation studies according to Good Laboratory Practices and other applicable regulations;

	●	Submission to the FDA of an Investigational New Drug Application, or an “IND,” which must become effective before human clinical trials may begin in the United States;

	●	Performance of adequate and well-controlled human clinical trials according to the FDA’s current good clinical practices, or GCPs, which sufficiently demonstrate the safety and efficacy of the proposed drug or biologic for its intended uses;

	●	Submission to the FDA of a New Drug Application, or an NDA, for a new drug product;

	●	Satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the drug or biologic is to be produced to assess compliance with the FDA’s current good manufacturing practice standards, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the drug’s or biologic’s identity, strength, quality and purity;

	●	Potential FDA audit of the nonclinical and clinical trial sites that generated the data in support of the NDA or biologics license application; and

	●	FDA review and, potentially, approval of the NDA.

	●	Our ability to enter into additional technology-management and consulting agreements, to diversify our client base and to expand the geographic areas we serve;

	●	Our ability to attract competent, skilled professionals and on-demand technology partners for our operations at acceptable prices to manage our overhead;

	●	Our ability to acquire other technology services companies and integrate them with our existing business;

	●	Our ability to raise additional equity capital, if and when we needed;

	●	We may incur an impairment of the goodwill acquired from our prior business acquisitions if our acquired entities do not experience growth; and

	●	Our ability to control our costs of operation as we expand our organization and capabilities.

	Twelve Months
	Ended December 31,
	2019			2018

Net revenue	$	39,914,675		$	42,998,280
Cost of revenue		31,763,955			34,014,776
Gross profit		8,150,720			8,983,504

Operating expenses:
Selling, general and administration		12,210,317			10,794,822
Depreciation and amortization		2,265,297			2,903,662
Acquisition related expenses		-			333,237
Changes in estimate for consideration payable		-			(6,940,310	)
Impairment charges on goodwill and intangible assets		-			9,038,553
Operating expenses		14,475,614			16,129,964
Operating Income (loss):		(6,324,894	)		(7,146,460	)

Interest expense		(694,926	)		(729,896	)
Other income		4,540			88,161
Change in fair value of warrant liability		1,796,174			(2,760,819	)
Total other income /(expenses)		1,105,788			(3,402,554	)
Income (loss) before income taxes		(5,219,106	)		(10,549,014	)
Income tax benefit		(388,657	)		(6,348,502	)

Net Income (loss)		(5,607,763	)		(16,897,516	)
Dividend on preferred stock		(426,003	)		(2,583,185	)
Net (loss) attributable to common stock holders		(6,033,766	)		(19,480,701	)
Other comprehensive income/ (loss), net of tax:
Foreign exchange translation adjustment		(26,985	)		50,122
Total comprehensive income (loss)	$	(6,060,751	)		(19,430,579	)

Comprehensive (loss) attributable to the Company		(6,060,751	)		(19,430,579	)
Comprehensive (loss) attributable to the non-controlling interest		-			-
		(6,060,751	)		(19,430,579	)

Basic income (loss) per share	$	(2.83	)	$	(20.47	)
Diluted income (loss) per share	$	(2.83	)	$	(20.47	)

Basic weighted average number of shares		2,128,806			951,601
Diluted weighted average number of shares		2,128,806			951,601
		31

Year ending December 31,	Amount
2020		2,075,610
2021		1,383,611
2022		125,000
Total	$	3,584,221

	1.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.

	2.	Not to apply the recognition requirements in ASC 842 to short-term leases.

	3.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

Name	Age	Position
Srinidhi “Dev” Devanur	54	Executive Chairman of the Board
Brent Kelton	49	Chief Executive Officer
Barry Kostiner	49	Chief Financial Officer
Dimitrios J. Angelis	50	Director
Thoranath Sukumaran	68	Director
Carmo Martella	53	Director

	Committees
			Nominations and
			Corporate
Director	Audit	Compensation	Governance

Dimitrios J. Angelis	X	X	X
Thoranath Sukumaran	X	X
Carmo Martella	X
Srinidhi “Dev” Devanur

	●	Meeting with our management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting;

	●	Meeting with our independent registered public accounting firm and with internal financial personnel regarding the adequacy of our internal controls and the objectivity of our financial reporting;

	●	Recommending to our Board of Directors the engagement of our independent registered public accounting firm;

	●	Reviewing our quarterly and audited consolidated financial statements and reports and discussing the statements and reports with our management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management; and

	●	Reviewing our financial plans and reporting recommendations to our full Board of Directors for approval and to authorize action.

	●	Base salary;

	●	Annual Incentive Bonus;

	●	Long-Term Incentives; and

	●	Retirement benefits under a 401(k) plan and generally available benefit programs.

	Transition									Non-Equity		Non-Qualified
	Period									Incentive		Deferred
Name &	or Fiscal					Stock		Option		Plan		Compensation		All Other
Principal	Year	Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Position	Ended	($)		($)		($)		($)		($)		($)		($)		($)
Brent	12/31/2019		250,000		—		—		—		—		—		—		250,000
Kelton	12/31/2018		250,000		100,000		—		—		—		—		—		350,000
Chief Executive Officer

Barry	12/31/2019		200,000		—		—		—		—		—		—		200,000
Kostiner	12/31/2018		50,000		10,000		—		—		—		—		—		60,000
Chief Financial Officer
Srinidhi
(Dev)	12/31/2019		250,000		—		—		—		—		—		—		250,000
Devanur	12/31/2018		250,000		50,000		—		—		—		—		—		300,000
Executive Chairman

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)	(c)
Equity compensation plans approved by security holders	109,938	$	29.25	42,114
Warrants and options issued outside of our equity
compensation Plan				—
Total	109,938	$	29.25	42,114

	Fees
	Earned				RSU &
	or Paid		Stock		Option		All Other
	in Cash		Awards		Awards		Compensation		Total
Name	($)		($)		($)		($)		($)

Srinidhi “Dev” Devanur				-		-		-		-
Dimitrios J. Angelis		72,000		-						72,000
Carmo Martella		64,000		-						64,000
James Shad*		17,000		-						17,000
David Luci**		14,000		-						14,000
Thoranath Sukumaran		70,000		-						70,000
TOTAL		237,000		-						237,000

Name⁽¹⁾	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned

Executive Officers and Directors:

Srinidhi “Dev” Devanur		251,055		7.73	%
Brent Kelton		43,386		1.34	%
Barry Kostiner		-		-
Dimitrios J. Angelis		1,642		*
Thoranath Sukumaran		-		-
Carmo Martella		-		-
All executive officers and directors as a group (6 persons)		296,083		9.12	%
* Less than one percent of outstanding shares.

	Year Ended		Year Ended
Type of Fees	December 31, 2019		December 31, 2018
Audit Fees	$	85,000	$	85,000
Audit Related Fees		—		—
Tax Fees		11,500		—
All Other Fees		—		-
Total	$	96,500	$	85,000

Exhibit		Description

2.1		Share Purchase Agreement, dated as of November 20, 2015, by and among Ameri Holdings, Inc., Bellsoft, Inc., and all of the shareholders of Bellsoft (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 23, 2015 and incorporated herein by reference).

2.2		Agreement of Merger and Plan of Reorganization, dated as of July 22, 2016, by and among Ameri Holdings, Inc., Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso, L.L.C. and the sole member of Virtuoso, L.L.C. (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 27, 2016 and incorporated herein by reference).

2.3		Membership Interest Purchase Agreement, dated as of July 29, 2016, by and among Ameri Holdings, Inc., DC&M Partners, L.L.C., all of the members of DC&M Partners, L.L.C., Giri Devanur and Srinidhi “Dev” Devanur (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 1, 2016 and incorporated herein by reference).

2.4		Share Purchase Agreement, dated as of March 10, 2017, by and among Ameri Holdings, Inc., ATCG Technology Solutions, Inc., all of the stockholders of ATCG Technology Solutions, Inc., and the stockholders’ representative (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 13, 2017 and incorporated herein by reference).

2.5		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 SEC on January 13, 2020)

2.6		Amalgamation Agreement, dated January 10, 2020, by and between AMERI Holdings, Inc., Jay Pharma Merger Sub, Inc., Jay Pharma Inc., Jay Pharma ExchangeCo., Inc. and Barry Kostiner.* (incorporated by reference to Exhibit 2.2 to the Company’s current report on Form 8-K, filed with the SEC on January 13, 2020)

3.1		Amended and Restated Certificate of Incorporation of Ameri Holdings, Inc. (filed as Exhibit 3.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 23, 2016 and incorporated herein by reference).

3.2		Certificate of Amendment of Certificate of Incorporation, dated November 21, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on November 22, 2019)

3.3		Amended and Restated Certificate of Designation of Rights and Preferences of 9.00% Series A Cumulative Preferred Stock (filed as Exhibit 3.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2018 and incorporated herein by reference).

3.4		Amended and Restated Bylaws of Ameri Holdings, Inc. (filed as Exhibit 3.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 23, 2016 and incorporated herein by reference).

4.1		Warrant Agent Agreement dated November 17, 2017 between Ameri Holdings, Inc. and Corporate Stock Transfer, Inc. (includes form of Warrant) (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 17, 2017 and incorporated herein by reference).

4.2		Form of Certificate Representing Shares of Common Stock of Registrant (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Registration Statement on Form S-8 filed with the SEC on December 17, 2015 and incorporated herein by reference).

4.3		Form of Common Stock Purchase Warrant issued by Ameri Holdings, Inc. to Lone Star Value Investors, LP, dated May 26, 2015 (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

4.4		Common Stock Purchase Warrant, dated May 12, 2016, issued by Ameri Holdings, Inc. to Lone Star Value Investors, LP, dated May 12, 2016 (filed as Exhibit 4.3 to Ameri Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016 and incorporated herein by reference).

4.5		Description of Securities (filed with the Original Form 10-K)

4.6		Form of 8% Convertible Unsecured Promissory Note due March 2020 (filed as Exhibit 10.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference).

4.7		Form of 6% Unsecured Promissory Note (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 13, 2017 and incorporated herein by reference).

4.8		Form of Warrant issued in July 2018 Financing (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 30, 2018 and incorporated herein by reference).

4.9		Form of Placement Agent Warrant issued in July 2018 Financing (filed as Exhibit 4.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 30, 2018 and incorporated herein by reference).

4.10		Warrant Agent Agreement dated August 16, 2018 between Ameri Holdings, Inc. and Corporate Stock Transfer, Inc. (includes form of Warrant) (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2018 and incorporated herein by reference).

10.1		Securities Purchase Agreement, dated as of May 26, 2015, by and between Ameri Holdings, Inc. and Lone Star Value Investors, LP. (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

10.2		Form of Director Indemnification Agreement. (filed as Exhibit 10.6 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

10.3		Form of Option Grant Letter. (filed as Exhibit 10.7 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

10.4		2015 Equity Incentive Award Plan. (filed as Exhibit 10.8 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

10.5		Form of Restricted Stock Unit Agreement (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 23, 2015 and incorporated herein by reference).

10.6		Exchange Agreement, dated as of December 30, 2016, between Ameri Holdings, Inc. and Lone Star Value Investors, LP (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 4, 2017 and incorporated herein by reference).

10.7		Amendment to 6% Unsecured Promissory Note and Waiver Agreement, dated February 28, 2018, by and between Ameri Holdings, Inc. and Moneta Ventures Fund I, L.P. (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 2, 2018 and incorporated herein by reference).

10.8		Amendment Agreement, dated as of June 22, 2018, by and between Ameri Holdings, Inc. and Lone Star Value Investors, LP. (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2018 and incorporated herein by reference).

10.9		First Amendment to the Ameri Holdings, Inc. 2015 Equity Incentive Award Plan. (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2018 and incorporated herein by reference).

10.10		Employment Letter, dated October 17, 2018, between Ameri and Partners Inc and Barry Kostiner (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 17, 2018 and incorporated herein by reference).

10.11		Employment Agreement between Srinidhi “Dev” Devanur and the Company, effective December 11, 2018 (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 14, 2018 and incorporated herein by reference).

10.12		Loan and Security Agreement, dated January 23, 2019, by and between (i) Ameri100 Arizona LLC, (ii) Ameri100 Georgia, Inc., (iii) Ameri100 California, Inc. and (iv) Ameri and Partners, Inc. and North Mill Capital LLC (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated herein by reference).

10.13		Revolving Credit Master Promissory Note, dated January 23, 2019 (filed as Exhibit 10.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated herein by reference).

10.14		Corporate Guaranty, dated January 23, 2019, by Ameri Holdings, Inc. in favor of North Mill Capital LLC (filed as Exhibit 10.3 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated herein by reference).

10.15		Security Agreement, dated January 23, 2019, by and between Ameri Holdings, Inc. and North Mill Capital LLC (filed as Exhibit 10.4 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated herein by reference).

10.16		Form of Guarantor Indemnification Agreement (filed as Exhibit 10.5 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated herein by reference).

10.17		Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on September 20, 2019)

10.18		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on November 25, 2019)

10.19		Form of Convertible Debenture (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed with the SEC on November 25, 2019)

10.20		Form of Exchange Agreement, by and among AMERI Holdings, Inc., Ameri100, Inc. and each Converted Debt Holder* (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on January 13, 2020)

10.21		Note Purchase and Security Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on March 4, 2020)

10.22		Secured Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed with the SEC on March 4, 2020)

21.1		List of Subsidiaries (filed with the Original Form 10-K).

23.1*		Consent of Ram Associates, CPA.

31.1*		Section 302 Certification of Principal Executive Officer

31.2*		Section 302 Certification of Principal Financial and Accounting Officer

32.1**		Section 906 Certification of Principal Executive Officer

32.2**		Section 906 Certification of Principal Financial and Accounting Officer

*	Filed herewith.

**	In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.