Ameri100 Secures Amendment to Preferred Stock Agreement Resulting in an Anticipated $1.5 Million in Annual Cash Savings
June 26 2018 - 6:59AM
AMERI Holdings, Inc. (NASDAQ:AMRH) (“Ameri100” or the “Company”), a
specialized SAP® cloud, digital and enterprise services company,
today announced that it has entered into an Amendment Agreement
(the “Agreement) to amend and restate the terms of the Certificate
of Designation of Rights and Preferences (the “Amendment”) to the
Company’s existing 9.00% Series A Cumulative Preferred Stock (the
“Preferred Stock”), with Lone Star Value Investors, LP (“LSV”), the
sole holder of the Preferred Stock.
Key terms of the Amendment, which will be filed with the
Delaware Secretary of State following stockholder approval at the
Company’s 2018 annual meeting, are:
- The elimination of any prior defaults with respect to
non-payment of dividends.
- The cancellation of the existing cash dividend rate of 9.00%
per annum or the payment of a penalty rate of 11.00% per annum for
the payment of dividends in-kind through the issuance of additional
Preferred Stock; in lieu thereof, the Company will pay Preferred
Stockholders dividends in-kind through the issuance of additional
Preferred Stock at a rate per annum equal to 2.00% for the next two
years and then a cash dividend at the rate of 2.00% per annum. As a
result of the Amendment, the Company anticipates approximately $1.5
million in annualized cash savings.
In addition, pursuant to the Agreement, Ameri100 will issue
five-year warrants to holders of Preferred Stock to purchase
5,000,000 shares of the Company’s common stock promptly following
the effectiveness of the Amendment. The warrants will be
immediately exercisable upon their issuance at a cash conversion
price of $1.50 per share. The warrants are subject to an
accelerated termination date if the Company’s share price exceeds
$2.00 for 10 out of 15 consecutive trading days. Should the Company
elect to accelerate the termination date of the warrants, any
unexercised at the termination date shall automatically be canceled
without any further obligations on the part of the Company or the
holders of the warrants.
The Amendment and warrant issuance are subject to approval by
the Company’s stockholders at the Company’s 2018 annual meeting of
stockholders which is anticipated to be held in August 2018.
Dev Nidhi, Founder and Vice Chairman of Ameri100, stated,
“Replacing the Preferred Stock cash dividend with a paid in-kind
payment over the next two years, together with a reduction in the
dividend accretion rate, are the first of several steps being taken
to preserve our capital and give us additional liquidity with which
to pursue our growth goals, both organic and through the
consummation of acquisition opportunities that will enhance value
for shareholders. On behalf of the Board, I would like to thank LSV
for working with us in support of the Company’s long-term
success.”
About Ameri100
Ameri100 is a specialized SAP® cloud, digital and enterprise
services company which provides SAP® services to customers
worldwide. Headquartered in Suwanee, Georgia, Ameri100 has offices
in the U.S. and Canada. The Company also has global delivery
centers in India. With its bespoke engagement model, the Company
delivers transformational value to its clients across industry
verticals. For further information, visit www.ameri100.com.
Forward-Looking Statements
This press release includes forward-looking statements that
relate to the business and expected future events or future
performance of Ameri100 and involve known and unknown risks,
uncertainties and other factors that may cause its actual results,
levels of activity, performance or achievements to differ
materially from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking
statements. Words such as, but not limited to, "believe," "expect,"
"anticipate," "estimate," "intend," "plan," "targets," "likely,"
"will," "would," "could," and similar expressions or phrases
identify forward-looking statements. Forward-looking statements
include, but are not limited to, statements about Ameri100's
financial and growth projections as well as statements concerning
our plans, predictions, estimates, strategies, intentions, beliefs
and other information concerning our business and the markets in
which we operate. The future performance of Ameri100 may be
adversely affected by the following risks and uncertainties: the
level of market demand for our services, the highly-competitive
market for the types of services that we offer, market conditions
that could cause our customers to reduce their spending for our
services, our ability to create, acquire and build new businesses
and to grow our existing businesses, our ability to attract and
retain qualified personnel, currency fluctuations and market
conditions around the world, and other risks not specifically
mentioned herein but those that are common to industry. For a more
detailed discussion of these factors and risks, investors should
review Ameri100's reports on Form 10-K and other reports filed with
the Securities and Exchange Commission (the “SEC”), which can be
accessed through the SEC's website. Forward-looking statements in
this press release are based on management's beliefs and opinions
at the time the statements are made. All forward-looking statements
are qualified in their entirety by this cautionary statement, and
Ameri100 undertakes no duty to update this information to reflect
future events, information or circumstances.
Corporate Contact: Viraj Patel, Chief Financial
OfficerIR@ameri100.com
Investor Relations Contact: Jody
Burfening/Sanjay M. HurryLHA Investor Relations(212)
838-3777IR@ameri100.com
Ameri (NASDAQ:AMRH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ameri (NASDAQ:AMRH)
Historical Stock Chart
From Jul 2023 to Jul 2024