---

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
   Form 10-K/A
 (Amendment No. 1)
 (Mark One)
  ☒
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2018
 or
  ☐
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission File Number 001-38286
  
 AMERI Holdings, Inc.
 (Exact name of registrant as specified in its charter)
 
 
  Delaware
          
          95-4484725(State or other jurisdiction of incorporation or organization)
          
          (I.R.S. 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
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
          
          Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
            Warrants to Purchase Common Stock
          
          The NASDAQ Stock Market LLC
            The NASDAQ Stock Market LLC  Securities registered pursuant to Section 12(g) of the Act: None
 
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
        ⌧
  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
        ☐  No ⌧
  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
        Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ☐
  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
        Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
        Yes ☒ No ☐
  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
        not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ⌧
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
        smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
 Large accelerated filer
          ☐
          Accelerated filer
          ☐Non-accelerated filer
          ☐
          Smaller reporting company
          ☒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.
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
  The aggregate market value of the voting and non-voting equity held by non-affiliates of the registrant as of June 30, 2018 (the
        last business day of the registrant’s most recently completed second fiscal quarter) was approximately $11.25 million based on the closing bid price of the registrant’s common stock of $1.03 per share on that date. All executive officers and
        directors of the registrant and all 10% or greater stockholders have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.
 
 On April 22, 2019, the registrant had 50,486,653 shares of common stock outstanding.
  
 DOCUMENTS INCORPORATED BY REFERENCE
  None.
 
 -2-
 
 Table of Contents
 AMERI HOLDINGS, INC.
  ANNUAL REPORT ON FORM 10-K/A
  For the Fiscal Year Ended December 31, 2018
  Table of Contents
 
 PageEXPLANATORY NOTEPART IIIItem 10.
          Directors, Executive Officers and Corporate Governance
          5Item 11.
          Executive Compensation
          10Item 12.
          Security Ownership of Certain Beneficial Owners and Management and
                    Related Stockholder Matters
          15Item 13.
          Certain Relationships and Related Transactions, and Director
                    Independence
          17Item 14.
          Principal Accountant Fees and Services
          19Signatures
          20Exhibit Index
          20 
 -3-
 
 Table of Contents
 EXPLANATORY NOTE
  This Amendment No. 1 on Form 10-K/A supplements our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which
        we filed with the Securities and Exchange Commission (“SEC”) on March 26, 2019 (the “Original Form 10-K”). We are filing this amendment to provide the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K.
  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our
        principal executive officers and principal financial officer are filed as exhibits to this amendment.
  Except as stated herein, this amendment does not reflect events occurring after the filing of the Original Form 10-K and no
        attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K. Accordingly, this amendment should be read in conjunction with the Original Form 10-K and our other filings with the SEC.
  Unless indicated otherwise, throughout this amendment, we refer to the Ameri Holdings, Inc., and its consolidated subsidiaries as
        “the Company,” “Ameri”, “we,” “us” and “our”.
 
 -4-
 
 Table of Contents
 PART III
  Item 10.
            Directors, Executive Officers and Corporate
                    Governance
 
 The names and ages of our current executive officers and directors, and their positions with us, are as follows:
 
 Name
          Age
          PositionSrinidhi “Dev” Devanur
          53
          Executive Chairman of the Board and DirectorBrent Kelton
          48
          Chief Executive OfficerBarry Kostiner
          48
          Chief Financial OfficerDimitrios J. Angelis
          49
          DirectorThoranath Sukumaran
          67
          DirectorCarmo Martella
          52
          Director 
 Srinidhi “Dev” Devanurbecame






        our Executive Vice Chairman and a member of our Board in May 2015. He became our Executive Chairman in December 2018. Srinidhi “Dev” Devanur is the founder of Ameri and Partners on the representative on the Board. He is a seasoned technology
        entrepreneur who has more than 20 years of experience in the IT services industry with a specialization in sales and resource management. He has built businesses from ground up and has successfully executed acquisitions, mergers and corporate
        investments. He has managed the sales function by working closely with various Fortune 500 customers in the United States and India to sell software solutions, support and staff augmentation related services. Srinidhi “Dev” Devanur co-founded Ivega
        Company in 1997, an international niche IT consulting company with special focus on financial services which merged with TCG in 2004, creating a 1,000+ person focused differentiator in the IT consulting space. Following this, he founded SaintLife
        Bio-pharma Pvt. Ltd., which was acquired by a Nasdaq listed company. Srinidhi “Dev” Devanur has a bachelor’s degree in electrical engineering from the University of Bangalore, India and has also attended a Certificate program in Strategic Sales
        Management at the University of Chicago Booth School of Business.
  Brent Kelton became our
        Chief Executive Officer in December 2017. Mr. Kelton previously joined the Company in March 2017 through its acquisition of Ameri100 California Inc. (formerly ATCG Technology Solutions, Inc. (ATCG)) as a wholly-owned operating subsidiary of the
        Company, which Mr. Kelton led. Prior to joining Ameri, he previously led Fujitsu’s North American SAP business unit and KPIT Technologies Limited’s SAP strategic business unit, at which he grew KPIT to over 1,600 employees globally with annual
        revenues of $125 million. Mr. Kelton has also held leadership positions at several technology service providers focused on implementation services and support of SAP solutions. Mr. Kelton holds a bachelor of science degree in business analysis and
        management information systems from Texas A&M University and has completed  executive education courses at the Stanford Graduate School of Business.
  Barry Kostiner became our
        Chief Financial Officer in October 2018.Prior to joining Ameri, Mr. Kostiner served as an advisor on capital markets and business development to LinKay Technologies, Inc. a
          company specializing in artificial intelligence technologies, which Mr. Kostiner joined in April 2017. From November 2017 to October 2018, Mr. Kostiner also served as a consultant on data analytics and mergers and acquisition strategy to Cypress
          Skilled Nursing, a skilled nursing services company. From January 2011 to October 2018, Mr. Kostiner served as a principal at Three Pillars Energy, a consulting company. From June 2013 to March 2015, he was a portfolio manager with Platinum
          Management, a multi-strategy hedge fund. Mr. Kostiner holds a bachelor of science degree in electrical engineering and a master of science degree in operations research from the Massachusetts Institute of Technology.
  Dimitrios J. Angelisbecame a member of our Board in May 2015. Mr. Angelis currently works with the Life Sciences Law Group, providing outside General Counsel advice to pharmaceutical, medical device
          and biologics companies. He is also a director of Digirad Inc. (NASDAQ: DRAD) a leader in the field of nuclear gamma cameras for use in cardiology, women’s health, pediatric and other imaging and neuropathy diagnostics applications. Previously,
          he has served as the Chief Executive Officer of OTI America Inc., the U.S.-based subsidiary of publicly-held On Track Innovations Ltd., a pioneer of cashless payment technology, since December 2013. His role was to oversee and monetize the
          extensive patent portfolio of over 100 U.S. and international patents. Mr. Angelis has served as a director of On Track Innovations since December 2012, and served as its Chairman of the Board from April 2013 until February 2015. From October
          2012 until December 2013, Mr. Angelis served as the General Counsel of Wockhardt Pharmaceuticals Inc., an international biologics and pharmaceutical company. From October 2008 to October 2012, Mr. Angelis was a senior counsel at Dr. Reddy’s
          Laboratories, Ltd., a publicly-traded pharmaceutical company, and during 2008 he was the Chief Legal Officer and Corporate Secretary of Osteotech, Inc., a publicly-traded medical device company, with responsibility for managing the patent
          portfolio of approximately 42 patents. Prior to that, Mr. Angelis worked in the pharmaceutical industry in various corporate, strategic and legal roles. In addition, he worked for McKinsey & Company, Merrill Lynch and the Japanese government
          more than five years ago. He began his legal career as a transactional associate with the New York office of the law firm Mayer Brown. Mr. Angelis holds a B.A. degree in Philosophy and English from Boston College, an M.A. in Behavioral Science
          and Negotiation from California State University and a J.D. from New York University School of Law. The Board believes that Mr. Angelis’ substantial experience as an accomplished attorney, negotiator and general counsel to public and private
          companies in the healthcare field will enable him to bring a wealth of strategic, legal and business acumen to the Board, well qualifying him to serve as a director.
  -5-
 
 Table of Contents
 Thoranath Sukumaranbecame a member of our
        Board in December 2018. Mr. Sukumaran has been the President of Oakwood Strategy Consulting, Inc, a consulting firm based in New Jersey, focusing on providing strategy and advisory services to middle market companies since 2012. He has held no
        directorships over the past five years. Prior to Oakwood, Mr. Sukumaran was a Senior Vice President at Morgan Stanley in New York. Prior to that, he had held senior positions in wealth management and corporate banking with Smith Barney and American
        Express Bank. Mr. Sukumaran has a Master’s Degree in Economics from Kerala University in India. Mr. Sukumaran is active in numerous Indo-US trade associations and is the past President of the US-India American Chamber of Commerce, a trade group
        focusing on Indo-US cross border trade and investment activities of middle market companies.
  Carmo Martellabecame a member of our Board in
        April 2018. Mr. Martella previously served as Chief Technology Officer of MedData from January 2017 through January 2019. Prior to MedData, he was a Senior Director for Amtrak from August 2014 through January 2017. Prior to that he held positions
        at Broto Legal (2013-2014) and IBM (1999-2013). He received his B.A. in education from Illinois College and his MA-ABD from the University of Illinois at Springfield.
  Our previous President and Chief Executive Officer, Giri Devanur, departed from our company on December 26, 2017 to pursue new
        opportunities. Our current Chief Executive Officer, Brent Kelton, was appointed effective as of the same date.
  Our prior Chief Financial Officer, Viraj Patel, was appointed effective April 24, 2017. Effective October 17, 2018, Mr. Patel, resigned
        from his position with the Company; however, Mr. Patel continued to provide transition services to the Company for an additional sixty days.
  All directors hold office until the expiration of their term at each year's annual meeting of stockholders and the election and
        qualification of their successors. Officers serve at the discretion of the Board.
  Code of Business Conduct and Ethics
  We have established a Code of Ethics and Business Conduct and a Code of Ethics for our Chief Executive Officer and Senior Financial
        Officers (the “Ethics Codes”) that apply to our officers, directors, employees and contractors. The Ethics Codes contain general guidelines for conducting our business consistent with the highest standards of business ethics and compliance with
        applicable law, and is intended to qualify as “codes of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. Day-to-day compliance with the Ethics Codes is overseen by the Company compliance
        officer appointed by our Board of Directors. If we make any amendments to the Ethics Codes or grant any waiver from a provision of the Ethics Codes to any director or executive officer, we will promptly disclose the nature of the amendment or
        waiver on the “Investors” section of the Company’s website (www.ameri100.com) under the tab “Corporate Governance.”
  Corporate Governance Documents Available Online
  Our corporate governance documents, including the Audit Committee charter, Compensation Committee charter, Nominations and Corporate
        Governance Committee charter and Ethics Codes, are available free of charge on the “Investors” section of our website (www.ameri100.com) under the tab “Corporate Governance”. Information contained on our website is not incorporated by reference in,
        or considered part of, this Annual Report. Stockholders may also request paper copies of these documents free of charge upon written request to Investor Relations, Ameri Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia, 30024.
  -6-
 
 Table of Contents
 Corporate Governance
  Our Board of Directors currently has three standing committees. The current members of our committees are identified below:
  CommitteesDirector
          
          Audit
          
          
          Compensation
          
          
          Nominations and
            Corporate
            GovernanceDimitrios J. Angelis
          
          
          X
          
          
          
          X
          
          
          
          XThoranath Sukumaran
          
          
          X
          
          
          
          XCarmo Martella
          
          
          XSrinidhi "Dev" Devanur 
 Audit Committee. The Audit Committee consists of Messrs. Angelis, Sukumaran and Martella. The Audit Committee held 4 meetings during the year ended December 31, 2018. All members
        of the Audit Committee (i) are independent directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules); (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended
        (the “Exchange Act”); (iii) have not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (iv) are able to read and understand fundamental
        financial statements. Mr. Angelis qualifies as an “Audit Committee financial expert” as defined in the rules and regulations established by the SEC. The Audit Committee is governed by a written charter approved by our Board of Directors. The
        functions of the Audit Committee include, among other things:
  •
              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.
 
 Both our independent registered public accounting firm and internal financial personnel regularly meet privately with our Audit
        Committee and have unrestricted access to the Audit Committee.
  Compensation Committee. The
        Compensation Committee consists of Messrs. Angelis and Sukumaran. The Compensation Committee held 2 meetings during the year ended December 31, 2018. Messrs. Angelis and Sukumaran are independent, as determined under the various NASDAQ Stock
        Market, SEC and Internal Revenue Service qualification requirements. The Compensation Committee is governed by a written charter approved by our Board of Directors. The charter of the Compensation Committee permits the Compensation Committee to
        engage outside consultants and to consult with our human resources department when appropriate to assist in carrying out its responsibilities. Compensation consultants have not been engaged by the Company to recommend or assist in determining the
        amount or form of compensation for any current executive officers or directors of the Company. The Committee may also obtain advice and assistance from internal or external legal, accounting, or other advisers selected by the Committee. The
        functions of the Compensation Committee include, among other things:
  •
              Reviewing and, as it deems appropriate, recommending to our Board of Directors, policies, practices, and procedures relating to the compensation of our directors, officers
                    and other managerial employees and the establishment and administration of our employee benefit plans;
 
 •
              Establishing appropriate incentives for officers, including the Chief Executive Officer, to encourage high performance, promote accountability and adherence to company
                    values and further our long-term strategic plan and long-term value; and
 
 -7-
 
 Table of Contents
 •
              Exercising authority under our employee benefit plans.
 
 Corporate Governance Committee.
        The Nominations and Corporate Governance Committee consists of Mr. Angelis. The Nominations and Corporate Governance Committee held 2 meetings during the year ended December 31, 2018. Mr. Angelis is an independent director (as currently defined in
        Rule 5605(a)(2) of the NASDAQ listing rules). The Nominations and Corporate Governance Committee is governed by a written charter approved by our Board of Directors. The functions of the Nominations and Corporate Governance Committee include, among
        other things:
  •
              Reviewing and recommending nominees for election as directors;
 
 •
              Assessing the performance of our board of directors;
 
 •
              Developing guidelines for the composition of our board of directors;
 
 •
              Reviewing and administering our corporate governance guidelines and considering other issues relating to corporate governance; and
 
 •
              Oversight of the Company compliance officer and compliance with the Company’s Code of Ethics and Business Conduct and Code of Ethics for our Chief Executive Officer and
                    Senior Financial Officers.
 
 The Board of Directors’ Role in Risk Oversight
  Our Board of Directors, as a whole and also at the committee level, has an active role in managing enterprise risk. The members of our
        Board of Directors participate in our risk oversight assessment by receiving regular reports from members of senior management and the Company compliance officer appointed by our Board of Directors on areas of material risk to us, including
        operational, financial, legal and regulatory, and strategic and reputational risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee
        oversees management of financial risks, as well as our policies with respect to risk assessment and risk management. The Nominations and Corporate Governance Committee manages risks associated with the independence of our Board of Directors and
        potential conflicts of interest. Members of the management team report directly to our Board of Directors or the appropriate committee. The directors then use this information to understand, identify, manage, and mitigate risk. Once a committee has
        considered the reports from management, the chairperson will report on the matter to our full Board of Directors at the next meeting of the Board of Directors, or sooner if deemed necessary. This enables our Board of Directors and its committees to
        effectively carry out its risk oversight role.
  Communications with our Board of Directors
  Any stockholder may send correspondence to our Board of Directors c/o Corporate Secretary, Ameri Holdings, Inc., 5000 Research Court,
        Suite 750, Suwanee, Georgia, 30024. Our Corporate Secretary will review all correspondence addressed to our Board of Directors, or any individual director, and forward all such communications to our Board of Directors or the appropriate director
        prior to the next regularly scheduled meeting of our Board of Directors following the receipt of the communication, unless the corporate secretary decides the communication is more suitably directed to Company management and forwards the
        communication to Company management. Our Corporate Secretary will summarize all stockholder correspondence directed to our Board of Directors that is not forwarded to our Board of Directors and will make such correspondence available to our Board
        of Directors for its review at the request of any member of our Board of Directors.
  Indebtedness of Directors and Executive Officers
  None of our directors or executive officers or their respective associates or affiliates is currently indebted to us.
  -8-
 
 Table of Contents
 Certain Legal Proceedings
  Lone Star Value Management LLC, Mr. Eberwein (our former Chairman) and a third-party unrelated to the Company are each subject to a SEC
        administrative order, dated February 14, 2017 (Securities Exchange Act Release No. 80038), relating to alleged violations of Section 13(d) of the Exchange Act and the rules promulgated thereunder, including failing to disclose the members of a
        stockholder group, and further allegations that Mr. Eberwein violated Section 16(a) of the Exchange Act and the rules promulgated thereunder, including failing to timely file initial statements of beneficial ownership on Form 3 and changes thereto
        on Form 4. Without admitting or denying any violations, (i) Lone Star Value Management agreed to cease and desist from committing or causing any violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder, and
        paid a civil penalty of $120,000 to the SEC and (ii) Mr. Eberwein and the unrelated third-party agreed to cease and desist from committing or causing any violations of (x) Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated
        thereunder and (y) Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder, and each paid a civil penalty to the SEC.
  Compliance with Section 16(a) of theExchange Act
  Section 16(a) of the Exchange Act requires our executive officers, directors and holders of more than 10% of our equity securities to
        file reports of ownership and changes in ownership of our securities (Forms 3, 4 and 5) with the SEC. To the best of our knowledge, based solely on a review of the Section 16(a) reports and written statements from executive officers and directors,
        for the year ended December 31, 2018, all required reports of executive officers, directors and holders of more than 10% of our equity securities were filed on time.
  Family Relationships
  There are no family relationships among our directors and executive officers.
  -9-
 
 Table of Contents
 Item 11.
            Executive Compensation
  Role and Authority of Compensation Committee
  The Compensation Committee currently consists of Messrs. Angelis and Sukumaran. Messrs. Angelis and Sukumaran are each a “non-employee
        director” within the meaning of Rule 16b-3 under the Securities and Exchange Act of 1934 and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. Messrs. Angelis and Sukumaran and satisfy the independence
        requirements imposed by the NASDAQ Stock Market.
  The Compensation Committee is responsible for discharging the responsibilities of the Board of Directors with respect to the
        compensation of our executive officers. The Compensation Committee recommends overall compensation of our executive officers to the Board of Directors. The Board of Directors approves all compensation of our executive officers. The Compensation
        Committee also periodically reviews director compensation.
  The charter of the Compensation Committee permits the Compensation Committee to engage outside consultants and to consult with our human
        resources department when appropriate to assist in carrying out its responsibilities. Compensation consultants have not been engaged by the Company to recommend or assist in determining the amount or form of compensation for any current executive
        officers or directors of the Company.
  The Committee may also obtain advice and assistance from internal or external legal, accounting, or other advisers selected by the
        Committee.
  Elements of Executive Compensation
  Our executive compensation consists of the following elements:
  •
              Base salary;
 
 •
              Annual Incentive Bonus;
 
 •
              Long-Term Incentives; and
 
 •
              Retirement benefits under a 401(k) plan and generally available benefit programs.
 
 Base Salary.The base salary for each executive is initially established through negotiation at the time the executive is hired, taking into account his or her scope of
        responsibilities, qualifications, experience, prior salary, and competitive salary information within our industry. Year-to-year adjustments to each executive officer’s base salary are determined by an assessment of his or her sustained performance
        against individual goals, including leadership skills and the achievement of high ethical standards, the individual’s impact on our business and financial results, current salary in relation to the salary range designated for the job, experience,
        demonstrated potential for advancement, and an assessment against base salaries paid to executives for comparable jobs in the marketplace..
  Annual Bonus. Annual bonus
        payments under our executive employment agreements are based on the discretion of our Board of Directors. We believe that such bonuses provide our executives with an incentive to achieve goals that are aligned with our stockholders’ interests, with
        the achievement of such goals being measurable in terms of revenue and income or other financial objectives. An executive officer’s failure to achieve measurable performance goals can affect his or her bonus amount. We believe that offering
        significant potential income in the form of bonuses allows us to attract and retain executives and to align their interests with those of our stockholders.
  Long-Term Incentives. The
        Compensation Committee has the ability to grant equity instruments to our executives under our 2015 Equity Incentive Award Plan. The Compensation Committee has the ability to issue a variety of instruments, but equity grants will typically be in
        the form of stock options and restricted stock units. We believe that our executive compensation program must include long-term incentives such as stock options and restricted stock units if we wish to hire and retain high-level executive talent.
        We also believe that stock options and restricted stock units help to provide a balance to the overall executive compensation program as base salary and bonus awards focus only on short-term compensation. In addition, the vesting period of stock
        options and restricted stock units encourages executive retention and the preservation of stockholder value. Finally, we believe that aligning at least a portion of restricted stock units vesting provisions to financial performance measures further
        aligns executive compensation to stockholder value; if performance targets are not achieved, then the awards do not vest. We base the number of equity units granted on the type and responsibility level of the executive’s position, the executive’s
        performance in the prior year and the executive’s potential for continued sustained contributions to our long-term success and the long-term interests of our stockholders.
  -10-
 
 Table of Contents
 401(k) and Other Benefits. During 2018, our executive officers were eligible to receive certain benefits generally available to all our employees on the same terms, including medical, dental and vision insurance,
          long-term and short-term disability insurance, life and accidental death and dismemberment insurance, health and dependent care flexible spending accounts, educational and employee assistance, paid-time-off, and certain other benefits. During
          2015, we also maintained a tax-qualified 401(k) Plan, which provides for broad-based employee participation. During 2018, under the 401(k) Plan, at the Company’s discretion, all employees were eligible to receive matching contributions from Ameri
          of (i) 100% of their first 3% of employee contributions and (ii) 50% of the next 2% of employee contributions up to an aggregate maximum of $10,600 per employee, per year, subject to vesting provisions.
  Compensation Risk Assessment.In







        establishing and reviewing our overall compensation program, the Compensation Committee considers whether the program and its various elements encourage or motivate our executives or other employees to take excessive risks. We believe that our
        compensation program and its elements are designed to encourage our employees to act in the long-term best interests of the Company and are not reasonably likely to have a material adverse effect on our business.
  The Impact of Tax and Accounting Treatments on Elements of Compensation
  We have elected to award non-qualified stock options instead of incentive stock options to all our employees, directors and consultants
        to allow the corporation to take advantage of the more favorable tax advantages associated with non-qualified stock options.
  Internal Revenue Code Section 162(m) precludes us from deducting compensation in excess of $1.0 million for certain employees. To date,
        we have not exceeded the $1.0 million limit for those employees, and the Compensation Committee has not defined a policy that all compensation must be deductible. However, since stock-based awards comprise a significant portion of total
        compensation, the Compensation Committee has taken appropriate steps to preserve deductibility for such awards in the future, when appropriate.
  Summary Compensation Table
  The following table provides information regarding the compensation earned during the years ended December 31, 2018 and December 31,
        2017 by our Chief Executive Officer and our two other most highly compensated executive officers (our “Named Executive Officers”) who were employed by us during such years.
  Name &
            Principal
            Position
          
          Transition
            Period
            or Fiscal
            Year
            Ended
          
          Salary
            ($)
          
          
          Bonus
            ($)
          
          
          Stock
            Awards
            ($)
          
          
          Option
            Awards
            ($)
          
          
          Non-Equity
            Incentive
            Plan
            Compensation
            ($)
          
          
          Non-Qualified
            Deferred
            Compensation
            Earnings
            ($)
          
          
          All Other
                 Compensation
            ($)
          
          
          Total
            ($)Brent Kelton(1)
            Chief Executive Officer
          
          12/31/2018
            12/31/2017
          
          
          250,000
            121,500
          
          
          
          100,000
            50,000
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          350,000
            171,500Viraj Patel(2)
            FormerChief Financial Officer
          
          12/31/2018
            12/31/2017
          
          
          204,621
            137,222
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          204,621
            137,222Giri Devanur(3)
            Former President and Chief Executive Officer
          
          12/31/2018
            12/31/2017
          
          
          220,000
            220,000
          
          
          
          25,000
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          220,000
            245,000Srinidhi (Dev) Devanur
            Executive Chairman
          
          12/31/2018
            12/31/2017
          
          
          250,000
            100,000
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          —
            —
          
          
          
          250,000
            100,000 
 -11-
 
 Table of Contents
 (1)
              Brent Kelton was appointed as our Chief Executive Officer effective December 26, 2017.
 
 (2)
              Viraj Patel was appointed as our Chief Financial Officer effective April 24, 2017 and he has served as CFO  until December 15, 2018.
 (3)
              Giri Devanur’s employment with the Company terminated on December 26, 2017. The Company agreed to pay Mr. Devanur severance of $220,000, his annual salary at the time of
                    departure in accordance with the terms of his employment agreement, over a period of one year and a lump sum of $25,000 in exchange for his release of the Company from all claims he or his heirs, executors and assigns ever had or may
                    have against the Company, its officers, directors, employees, stockholders or any of one of them by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter.
 
 Grants of Plan-Based Awards
  On September 12, 2018 we granted 250,000 options to purchase 250,000 shares of our common stock to certain employees and directors. On
        October 17, 2018, we granted 150,000 options to purchase 150,000 shares of our common stock to certain employees and directors.
  Outstanding Equity Awards at Fiscal Year-End
  As of December 31, 2018, there were no outstanding equity incentive awards held by any of our named executive officers pursuant to our
        equity incentive plan.
  Employment Agreements; Potential Payments Upon Termination or Change of Control Under Employment Agreements
  In connection with the appointment of Mr. Devanur as Executive Chairman, the Company and Mr. Devanur entered into an amended and
        restated employment agreement (the “Employment Agreement”), pursuant to which the Company agreed to pay Mr. Devanur a base salary of $250,000 per year. The term of the Employment Agreement is initially for three years. Additionally, Mr. Devanur
        shall be eligible to earn a bonus of up to 100% of his base salary upon the achievement of pre-established performance targets set by the Board.
  On October 17, 2018, pursuant to an employment letter (the “Employment Letter”), Mr. Kostiner will receive an annual base salary of
        $200,000 and be eligible for bonus payments of up to an aggregate of $50,000 as determined by the Board of Directors, based on meeting and exceeding mutually agreed upon annual performance goals. Additionally, Mr. Kostiner received an option to
        purchase 150,000 shares of common stock with an exercise price based on the closing price of the Company’s common stock on the grant date and expiring on the fifth anniversary of the grant date. The option vests in thirds on each of the first
        through third anniversaries of October 17, 2018, the grant date.
  Mr. Kostiner’s Employment Letter has a term lasting through December 31, 2019, subject to automatic one-year renewals thereafter, unless
        the Company or Mr. Kostiner delivers written notice of non-renewal to the other party at least 60 days prior to the relevant renewal date. In addition, the Employment Letter is subject to early termination by him or the Company in accordance with
        the terms of the Employment Letter. The Employment Letter also contains covenants restricting Mr. Kostiner from soliciting the Company’s employees or customers for a period of two years after the termination of Mr. Kostiner’s employment with the
        Company, and prohibiting him from disclosure of confidential information regarding the Company at any time.
  -12-
 
 Table of Contents
 Upon the termination of Giri Devanur’s employment with the Company, on December 26, 2017, the Company agreed to pay Mr. Devanur
        severance of $220,000, his annual salary at the time of departure in accordance with the terms of his employment agreement, over a period of one year and a lump sum of $25,000 in exchange for his release of the Company from all claims he or his
        heirs, executors and assigns ever had or may have against the Company, its officers, directors, employees, stockholders or any of one of them by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other
        matter.
  Securities Authorized for Issuance Under Equity Compensation Plans
  On April 20, 2015, our Board and the holder of a majority of our outstanding shares of common stock approved the adoption of our 2015
        Equity Incentive Award Plan (the “Plan”) and a grant of discretionary authority to the executive officers to implement and administer the Plan. The Plan allows for the issuance of up to 4,000,000 shares of our common stock for award grants (all of
        which can be incentive stock options). The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units,
        performance shares, performance units and other stock-based awards. As of December 31, 2018, restricted stock units for the issuance of 141,872 shares of common stock and options to purchase 670,000 shares of our common stock had been granted and
        were outstanding. The Board of Directors adopted the Plan to provide a means by which our employees, directors, officers and consultants may be granted an opportunity to purchase our common stock, to assist in retaining the services of such
        persons, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for our success.
  Under Plan, our board of directors determines the exercise price to be paid for the shares, the period within which each option may be
        exercised, and the terms and conditions of each option. The exercise price of the incentive and non-qualified stock options may not be less than 100% of the fair market value per share of our common stock on the grant date. If an individual owns
        stock representing more than 10% of the outstanding shares, the price of each share of an incentive stock option must be equal to or exceed 110% of fair market value.
  The following table sets forth information regarding our equity compensation plans as of December 31, 2018:
  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
          
          
          2,748,548
          
          
          $
          1.17
          
          
          
          1,052,852Warrants and options issued outside of our equity compensation plan
          
          
          
          
          
          
          
          
          
          
          —Total
          
          
          2,748,548
          
          
          $
          1.17
          
          
          
          1.052,852 
 DIRECTOR COMPENSATION
  Directors are expected to timely and fully participate in all regular and special board meetings, and all meetings of committees that they
        serve on. We compensate non-management directors through an annual grant of stock options pursuant to the 2015 Equity Incentive Award Plan. Such option awards have an exercise price not less than 100% of the fair market value of our common stock,
        based on the value of such shares of common stock on the date the option is granted, and become vested and exercisable as determined by the compensation committee or the entire Board of Directors. Other terms and conditions of the option grants are
        on the terms and conditions as determined by the Compensation Committee or the entire Board of Directors when the options are granted.
  The following table sets forth the cash compensation, as well as certain other compensation earned by each person who served as a director
        of our company, during the year ended December 31, 2018:
  -13-
 
 Table of Contents
 Name
          
          Fees
            Earned
            or Paid
            in Cash
          
          
          Stock
            Awards
          
          
          RSU & Option
            Awards
          
          
          All Other
            
            Compensation
          
          
          Total($)
          
          
          ($)
          
          
          ($)
          
          
          ($)
          
          
          ($)Srinidhi “Dev” Devanur
          
          
          -
          
          
          
          -
          
          
          
          -
          
          
          
          -
          
          
          
          -Dimitrios J. Angelis(1)
          
          
          -
          
          
          
          -
          
          
          
          70,408
          
          
          
          -
          
          
          
          70,408Dr. Arthur M. Langer(2)
          
          
          -
          
          
          
          -
          
          
          
          48,495
          
          
          
          -
          
          
          
          48,495Dhruwa N. Rai (3)
          
          
          -
          
          
          
          -
          
          
          
          39,867
          
          
          
          -
          
          
          
          39,867James Shad(4)
          
          
          
          
          
          
          -
          
          
          
          14,300
          
          
          
          -
          
          
          
          14,300David Luci(5)
          
          
          -
          
          
          
          -
          
          
          
          21,450
          
          
          
          -
          
          
          
          21,450Thoranath Sukumaran
          
          
          -
          
          
          
          -
          
          
          
          -
          
          
          
          -
          
          
          
          -TOTAL
          
          
          -
          
          
          
          -
          
          
          
          194,520
          
          
          
          -
          
          
          
          194,250 
 (1)
              Includes 27,386 RSUs granted on multiple dates during 2018 Valued at an average $2.57 per share for a total of $70,408.
 
 (2)
              Resigned on May 7, 2018. Includes 15,061 RSUs granted on multiple dates during 2018 valued at an average $3.25 per share for a total of $48,945.
 
 (3)
              Resigned on February 12, 2018. Includes 12,061 RSUs granted on multiple dates during 2018 valued at an average $3.16 per share for a total of $39,867.
 
 (4)
              Resigned on February 13, 2019. Includes 10,000 RSUs granted on  August 20, 2018 valued at  $1.43 per share for a total of $14,300.
 
 (5)
              Appointed on February 8, 2018. Resigned on March 28, 2019. Includes 15,000 RSUs granted on August 20, 2018 valued at $1.43 per share for a total of $21,450.
 
 -14-
 
 Table of Contents
 Item 12.
            Security Ownership of Certain Beneficial
                    Owners and Management and Related Stockholder Matters
  Security Ownership of Certain Beneficial Owners and Management
  The following table sets forth information as of April 22, 2019 regarding the beneficial ownership of our common stock by (i)
        each person we know to be the beneficial owner of 5% or more of our common stock, (ii) each of our current executive officers, (iii) each of our directors, and (iv) all of our current executive officers and directors as a group. Information with
        respect to beneficial ownership has been furnished by each director, executive officer or 5% or more stockholder, as the case may be. The address for all executive officers and directors is c/o Ameri Holdings, Inc., 5000 Research Court, Suite 750,
        Suwanee, Georgia, 30024.
  Percentage of beneficial ownership in the table below is calculated based on 50,486,653 shares of common stock outstanding as
        of April 22, 2019. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those
        securities and includes shares of our common stock issuable pursuant to the exercise of stock options, warrants or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of April 22, 2019.
        Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.
  Name(1)
          
          Number of Shares
            Beneficially Owned
          
          
          Percentage of
            Shares
            Beneficially
            OwnedExecutive Officers and Directors:Srinidhi “Dev” Devanur
          
          
          6,276,375
          
          
          
          12.43
          %Brent Kelton (5)
          
          
          93,276
          
          
          
          *Barry Kostiner
          
          
          -
          
          
          
          -Dimitrios J. Angelis (6)
          
          
          65,990
          
          
          
          *Thoranath Sukumaran
          
          
          -
          
          
          
          -Carmo Martella
          
          
          -
          
          
          
          -All executive officers and directors as a group (6 persons)
          
          
          6,435,641
          
          
          
          12.74
          %5% Stockholders:Lone Star Value Management, LLC(2)(3)(4)
          
          
          4,216,974
          
          
          
          8.35
          %Anson Funds Management LP(7)
          
          
          4,877,350
          
          
          
          9.66
          %Hudson Bay Capital Management (8)
          
          
          4,395,951
          
          
          
          8.70
          %  
 *
              Less than one percent of outstanding shares.
 
 (1)
              Unless otherwise indicated, the address of each person or entity is c/o AMERI Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia, 30024.
 
 (2)
              Includes (A) (i) 2,972,592 shares of common stock and (ii) 1,100,000 shares of common stock reserved for issuance upon the exercise of warrants, in each case held of record
                    by LSVI, (B) 13,910 shares of common stock held of record by Lone Star Value Co-Invest I, LP (“Co-Invest”) and (C) 47,164 shares of common stock held of record by Jeffrey E. Eberwein, our former Chairman. Lone Star Value Investors GP,
                    LLC (“Lone Star Value GP”), the general partner of LSVI, Co-Invest and Lone Star Value Management, the investment manager of LSVI, may be deemed to beneficially own the 4,133,666 shares held by LSVI and Co-Invest. Jeffrey E. Eberwein is
                    the managing member of Lone Star Value GP and may be deemed to beneficially own the 3,882,696 shares held by LSVI and Co-Invest. Mr. Eberwein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest
                    therein. The address of Mr. Eberwein, LSVI, Co-Invest, Lone Star Value GP and Lone Star Value Management is 53 Forest Avenue, 1st Floor, Old Greenwich, CT 06870.
 
 (3)
              Includes 83,308 shares held in an account separately managed by Lone Star Value Management. Lone Star Value Management, as the investment manager of the separately managed
                    account, may be deemed to beneficially own the 83,308 shares held in the separately managed account; and Jeffrey Eberwein, our former Chairman, as the sole member of Lone Star Value Management may be deemed to beneficially own the
                    shares held in the separately managed account. Mr. Eberwein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
 
 -15-
 
 Table of Contents
 (4)
              As of April 26, 2019, we had 405,395 shares of Series A Preferred Stock issued and outstanding. As of such date, LSVI held 405,395 shares of our Series A Preferred Stock,
                    representing 100% of the issued and outstanding shares of the Series A Preferred Stock. Jeffrey E. Eberwein as the managing member of Lone Star Value GP may be deemed to beneficially own the 405,395 shares of Series A Preferred Stock
                    held by LSVI. Mr. Eberwein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of Mr. Eberwein, LSVI and Lone Star Value GP is 53 Forest Avenue, 1st Floor, Old Greenwich, CT
                    06870.
 
 (5)
              Consists of 93,276 shares of common stock and 250,000 warrants.
 
 (6)
              Consists of 40,990 shares of common stock and 25,000 shares of common stock issuable upon exercise of options exercisable within 60 days.
 
 (7)
              Based on information provided in the Schedule 13G/A filed on February 14, 2019. Anson Advisors Inc. and Anson Funds Management LP, the Co-Investment Advisers of Anson
                    Investments Master Fund LP (“Anson”), hold voting and dispositive power over the securities held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez
                    Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these shares of common stock except to the extent of their pecuniary interest therein. The principal
                    business address of Anson is 5950 Berkshire Lane, Suite 210, Dallas, Texas 75225. Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to Anson and may direct the vote and disposition of the 4,877,350 shares
                    of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 4,877,350 shares of Common Stock held by Anson. As the principal of Anson Fund
                    Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 4,877,350 shares of Common Stock held by Anson. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and
                    disposition of the 4,877,350 shares of Common Stock held by Anson.
 
 (8)
              Based on information provided in the Schedule 13G filed on February 1, 2019. Includes 4,395,951 shares of Common Stock issuable upon exercise of warrants, which warrants
                    are subject to a 9.99% beneficial ownership blocker. Hudson Bay Capital Management, L.P. (“Hudson Bay”), which serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities reported are held, may be
                    deemed to be the beneficial owner of all shares of common stock of the Company held by Hudson Bay Master Fund Ltd. Mr. Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay.
                    Mr. Gerber disclaims beneficial ownership of these securities. The address for Hudson Bay and Mr. Gerber is 777 Third Avenue, 30th Floor, New York, New York 10017.
 
 -16-
 
 Table of Contents
 Item 13.
            Certain Relationships and Related
                    Transactions, and Director Independence
  The following represent transactions or series of similar transactions, since January 1, 2017 to which we have been a participant in which
        the amount involved exceeded or will exceed the lesser of (a) $120,000 or (b) 1% of our average total assets at year end for the last two completed fiscal years, and in which any of our director, executive officer, holder of more than 5% of our
        capital stock, promotor or certain control person or any member of their immediate family had or will have a direct or indirect material interest.
  Lone Star Value
  On May 26, 2015, we issued a 5% Unsecured Convertible Note due May 26, 2017, in the principal amount of $5,000,000 (the “Convertible
        Note”) bearing interest at 5% per annum, maturing on May 26, 2017 and at a conversion price of $1.80 per share, or an aggregate of 2,777,778 shares of common stock, together with a warrant to purchase shares of our common stock (the “Original
        Warrant”) to purchase up to 2,777,777 shares of our common stock, at an exercise price equal to $1.80 per share, in a private placement (the “Private Placement”) to Lone Star Value Investors, LP (“LSVI”), one of our significant stockholders and an
        entity controlled by our former Chairman, Jeffrey Eberwein, pursuant to the terms of a Securities Purchase Agreement, dated as of May 26, 2015. In connection with the Private Placement, LSVI was granted the right to designate three of our
        directors.
  On May 13, 2016, LSVI completed an early partial exercise of the Original Warrant for 1,111,111 shares of our common stock for total
        consideration to us of $2,000,000, and LSVI was issued a replacement warrant for the remaining 1,666,666 shares under the Original Warrant on the same terms as the Original Warrant (the “Replacement Warrant”). LSVI also agreed to amend the
        Convertible Note to extend its maturity for two years in exchange for (i) the right to request that we expand the size of the Board to nine directors from the then-current eight, with LSVI having the right to designate up to four of the nine
        directors, and (ii) the issuance of an additional warrant (the “Additional Warrant”) for the purchase of 1,000,000 shares of the Company’s common stock at a price of $6.00 per share, on substantively the same terms as the Original Warrant. LSVI’s
        Registration Rights Agreement, dated May 26, 2015, with us was also amended and restated to include the shares of common stock issuable under the Additional Warrant.
  On December 30, 2016, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with LSVI, pursuant to which the
        Convertible Note was returned to the Company and cancelled in exchange for 363,611 shares of the Company’s Series A Preferred Stock, which is non-convertible and perpetual preferred stock of the Company. As a result of the exchange transaction, no
        principal or interest remained outstanding or payable under the Convertible Note and the Convertible Note was no longer convertible into shares of common stock of the Company. The Company issued 57,107 shares of Series A Preferred Stock to LSVI 
        during 2017 and the first three quarters of 2018. The Company is yet to issue the payments of a dividend on shares of Series A preferred Stock for the fourth quarter of 2018, which amounts to 2,104 shares.
  On September 26, 2017, LSVI completed a cashless exercise of the full Replacement Warrant, of which there was a total of 1,666,666
        shares of common stock underlying, in exchange for the issuance of 1,205,837 shares of our common stock.
  2017 Notes Transaction
  On March 7, 2017, we completed the sale and issuance of $1,250,000 in 8% Convertible Unsecured Promissory Notes (the “2017 Notes”), which
        were issued to four accredited investors, including one of the Company’s then-directors, Dhruwa N. Rai, and David Luci, who became a director of the Company in February 2018 but no longer serves as a director as of the date hereof. The 2017 Notes
        bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long
        as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty.
  The 2017 Notes are convertible into shares of our common stock at a conversion price equal to $2.80. The holders of the 2017 Notes have the
        right, at their option, at any time and from time to time to convert, in part or in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 Notes into shares of the Company’s common stock at the then applicable
        conversion price.
  The 2017 Notes rank junior to our secured credit facility with North Mill Capital LLC. The 2017 Notes also include certain negative
        covenants including, without the investors’ approval, restrictions on dividends and other restricted payments and reclassification of its stock.
  -17-
 
 Table of Contents
 Director Independence
  Our Board of Directors has determined that all directors, except for Srinidhi Devanur, our Executive Chairman, are independent directors
        (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). In determining the independence of our directors, the Board of Directors considered all transactions in which the Company and any director had any interest, including those
        discussed under “Related Transactions and Section 16(a) Beneficial Ownership Reporting Compliance” below. The independent directors meet as often as necessary to fulfill their responsibilities, including meeting at least twice annually in executive
        session without the presence of non-independent directors and management.
  -18-
 
 Table of Contents
 Item 14.
            Principal Accountant Fees and Services
  In May 2015, the Board selected Ram Associates as its independent accountant to audit the registrant’s financial statements. Since they
        were retained, there have been (1) no disagreements between us and Ram Associates on any matters of accounting principle or practices, financial statement disclosure, or auditing scope or procedures and (2) no reportable events within the meaning
        set forth in Item 304(a)(1)(v) of Regulation S-K. Ram Associates has not issued any reports on our financial statements during the previous two fiscal years that contained any adverse opinion or a disclaimer of opinion or were qualified or modified
        as to uncertainty, audit scope or accounting principle. In connection with the audit of the 2015 financial statements, we entered into an engagement agreement with Ram Associates which sets forth the terms by which Ram Associates has performed
        audit and related professional services for us.
  The following table sets forth the aggregate accounting fees paid by us for the year ended December 31, 2018 and the year ended December
        31, 2017. The below fees were paid to the firm Ram Associates. All non-audit related services in the table were pre-approved and/or ratified by the Audit Committee of our Board of Directors.
  Type of Fees
          
          Year Ended
            December 31,
              2018
          
          
          Year Ended
            December
            31,
              2017Audit Fees
          
          $
          70,000
          
          
          $
          75,000Audit Related Fees
          
          
          —
          
          
          
          —Tax Fees
          
          
          —
          
          
          
          —All Other Fees
          
          
          —
          
          
          
          29,500Total
          
          $
          70,000
          
          
          $
          104,500 
 Types of Fees Explanation
  Audit Fees.
        Audit fees were incurred for accounting services rendered for the audit of our consolidated financial statements for the years ended December 31, 2018 and 2017 and reviews of quarterly consolidated financial statements.
  Audit Committee Pre-Approval of Services by Independent Registered Public Accounting Firm
 
 Section 10A(i)(1) of the Exchange Act and related SEC rules require that all auditing and permissible non-audit services to be
        performed by our principal accountants be approved in advance by the Audit Committee of the Board. Pursuant to Section 10A(i)(3) of the Exchange Act and related SEC rules, the Audit Committee has established procedures by which the Chairman of the
        Audit Committee may pre-approve such services provided that the pre-approval is detailed as to the particular service or category of services to be rendered and the Chairman reports the details of the services to the full Audit Committee at its
        next regularly scheduled meeting.
  The audit committee has considered the services provided by RAM Associates as disclosed above in the captions “audit fees” and
        “all other fees” and has concluded that such services are compatible with the independence of RAM Associates as our principal accountant.
  Our Board has considered the nature and amount of fees billed by our independent auditors and believes that the provision of
        services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
  -19-
 
 Table of Contents
 SIGNATURES
  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, thereunto duly authorized.
  AMERI HOLDINGS, INC.
            (Registrant)Date:
          April 30, 2019
          
          By:
          
          /s/ Barry KostinerBarry KostinerChief Financial Officer  EXHIBIT INDEX
  Ex. #
          Description31.3
          Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.4
          Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 
 
 -20-