Filing Details
- Accession Number:
- 0000921895-16-003786
- Form Type:
- 13D Filing
- Publication Date:
- 2016-03-21 17:06:00
- Filed By:
- Lone Star Value Management Llc
- Company:
- Enveric Biosciences Inc. (NASDAQ:ENVB)
- Filing Date:
- 2016-03-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| LONE STAR VALUE INVESTORS | 6,111,143 | 0 | 6,111,143 | 0 | 6,111,143 | 35.1% |
| LONE STAR VALUE INVESTORS GP | 6,111,143 | 6,111,143 | 6,111,143 | 35.1% | ||
| LONE STAR VALUE MANAGEMENT | 6,151,273 | 6,151,273 | 6,151,273 | 35.3% | ||
| JEFFREY E. EBERWEIN | 6,151,273 | 6,151,273 | 6,151,273 | 35.3% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 6)1
AMERI Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
02362F104
(CUSIP Number)
JEFFREY E. EBERWEIN
LONE STAR VALUE MANAGEMENT, LLC
53 Forest Avenue, 1st Floor
Old Greenwich, Connecticut 06870
(203) 489-9500
Authorized to Receive Notices and Communications)
March 17, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,111,143 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 6,111,143 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,111,143* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.1%* | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,111,143 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 6,111,143 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,111,143* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.1%* | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON LONE STAR VALUE MANAGEMENT, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CONNECTICUT | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,151,273 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 6,151,273 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,151,273* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.3%* | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON JEFFREY E. EBERWEIN | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,151,273 | |
| 8 | SHARED VOTING POWER -0- | ||
| 9 | SOLE DISPOSITIVE POWER 6,151,273 | ||
| 10 | SHARED DISPOSITIVE POWER -0- | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,151,273* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.3%* | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Lone Star Value Investors and held in a certain account managed by Lone Star Value Management (the “Lone Star Value Account”) were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 555,588 Shares directly owned by Lone Star Value Investors is approximately $150,000, including brokerage commissions. The aggregate purchase price of the 40,130 Shares held in the Lone Star Value Account is approximately $204,453, including brokerage commissions.
As further described in Amendment No. 3 to the Schedule 13D, on May 26, 2015, pursuant to a securities purchase agreement, the Issuer issued Lone Star Value Investors the Convertible Note and the Warrant (each as defined in Item 4 of Amendment No. 3 to the Schedule 13D) for $5,000,000. Pursuant to the Convertible Note, at any time after its issuance, Lone Star Value Investors may convert the unpaid principal amount under the Convertible Note into Shares at $1.80 per Share. Based upon the original principal amount of $5,000,000, the Convertible Note may be converted into a total of 2,777,778 Shares, subject to adjustment under certain circumstances. The Warrant gives Lone Star Value Investors the right to purchase up to 2,777,777 Shares at an exercise price equal to $1.80 per Share
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 11,874,361 Shares outstanding as of March 15, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 15, 2016.
| A. | Lone Star Value Investors |
| | (a) | As of the close of business on March 21, 2016 Lone Star Value Investors beneficially owned 6,111,143 Shares, including 2,777,778 Shares issuable upon the conversion of the Convertible Note and 2,777,777 Shares issuable upon the exercise of the Warrant. |
Percentage: Approximately 35.1%
| | (b) | 1. | Sole power to vote or direct vote: 6,111,143 |
| | 2. | Shared power to vote or direct vote: 0 |
| | 3. | Sole power to dispose or direct the disposition: 6,111,143 |
| | 4. | Shared power to dispose or direct the disposition: 0 |
| | (c) | Lone Star Value Investors has not entered into any transactions in the Shares during the past sixty days. |
| B. | Lone Star Value GP |
| | (a) | Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 6,111,143 Shares beneficially owned by Lone Star Value Investors. |
Percentage: Approximately 35.1%
| | (b) | 1. | Sole power to vote or direct vote: 6,111,143 |
| | 2. | Shared power to vote or direct vote: 0 |
| | 3. | Sole power to dispose or direct the disposition: 6,111,143 |
| | 4. | Shared power to dispose or direct the disposition: 0 |
| | (c) | Lone Star Value GP has not entered into any transactions in the Shares during the past sixty days. |
| C. | Lone Star Value Management |
| | (a) | As of the close of business on the date hereof, 40,130 Shares were held in the Lone Star Value Account. Lone Star Value Management, as the investment manager of Lone Star Value Investors and the Lone Star Value Account, may be deemed the beneficial owner of (i) 6,111,143 Shares beneficially owned by Lone Star Value Investors and (ii) 40,130 Shares held in the Lone Star Value Account. |
Percentage: Approximately 35.3%
| | (b) | 1. | Sole power to vote or direct vote: 6,151,273 |
| | 2. | Shared power to vote or direct vote: 0 |
| | 3. | Sole power to dispose or direct the disposition: 6,151,273 |
| | 4. | Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Lone Star Value Management through the Lone Star Value Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| D. | Mr. Eberwein |
| | (a) | Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the (i) 6,111,143 Shares beneficially owned by Lone Star Value Investors and (ii) 40,130 Shares held in the Lone Star Value Account. |
Percentage: Approximately 35.3%
| | (b) | 1. | Sole power to vote or direct vote: 6,151,273 |
| | 2. | Shared power to vote or direct vote: 0 |
| | 3. | Sole power to dispose or direct the disposition: 6,151,273 |
| | 4. | Shared power to dispose or direct the disposition: 0 |
| | (c) | Mr. Eberwein has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares through the Lone Star Value Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On March 17, 2016, Lone Star Value Management, on behalf of Lone Star Value Investors and the Lone Star Value Account, entered into a Purchase Trading Plan Agreement (the “Agreement”) with Williams Trading for the purpose of establishing a trading plan to effect purchases of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1.
The Agreement allows for the purchase of up to an aggregate of 94,282 Shares by Williams Trading on behalf of Lone Star Value Management. Shares purchased pursuant to the Agreement may only be purchased in accordance with trading requirements adopted by Lone Star Value Management, and there can be no assurance as to how many Shares, if any, will be purchased pursuant to the Agreement or at what price any such Shares will be purchased.
A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| | 99.1 | Purchase Trading Plan Agreement between Lone Star Value Management, LLC and Williams Trading, LLC, dated March 17, 2016. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 21, 2016
| Lone Star Value Investors, LP | |||
| By: | Lone Star Value Investors GP, LLC General Partner | ||
| By: | /s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | ||
| Title: | Manager | ||
| Lone Star Value Investors GP, LLC | |||
| By: | /s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | ||
| Title: | Manager | ||
| Lone Star Value Management, LLC | |||
| By: | /s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | ||
| Title: | Sole Member | ||
| /s/ Jeffrey E. Eberwein | |
| JEFFREY E. EBERWEIN |
EXHIBIT A
Transactions in the Securities of the Issuer During the Past Sixty Days
| Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
LONE STAR VALUE MANAGEMENT, LLC
(Through the Separately Managed Account)
| 25 | 6.0100 | 01/21/2016 |
| 2,600 | 6.0100 | 02/02/2016 |
| 89 | 6.0000 | 02/05/2016 |