SEC Form 4 · accession 0000921895-15-001484

Enveric Biosciences, Inc. · ENVB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Mr. Eberwein is a director of the Issuer and each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• F2Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. 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 securities owned by Lone Star Value Investors.
• F3On May 26, 2015, the Issuer effectuated a 1-for-17.61 reverse stock split of its outstanding Common Stock, resulting in Lone Star Value Investor's ownership declining from 9,783,886 shares of Common Stock to 555,587 shares of Common Stock.
• F4The Convertible Note bears interest at a rate of 5% per annum, with interest payable semiannually and any unpaid principal and interest due on May 26, 2017. The unpaid amount of principal of the Convertible Note is convertible into shares of the Issuer's Common Stock at any time after its issuance at a conversion price of $1.80 per share, subject to adjustment in accordance with the terms of the Convertible Note. From and after an event of default and for so long as the event of default is continuing, the Convertible Note will bear default interest at the rate of 10% per annum.
• F5Pursuant to the terms of a Securities Purchase Agreement by and between Lone Star Value Investors and the Issuer, dated May 26, 2015, the Issuer issued Lone Star Value Investors the Convertible Note and a warrant to purchase shares of Common Stock (the "Warrant"). The Warrant gives Lone Star Value Investors the right to purchase up to 2,777,777 shares of Common Stock at an exercise price equal to $1.80 per share. The Warrant may be exercised on a cashless-exercise basis, meaning that, upon exercise, Lone Star Value Investors would make no cash payment to the Issuer, and would receive a number of shares of Common Stock having an aggregate value equal to the excess of the then-current market price of the shares issuable upon exercise of the Warrant over the exercise price of the Warrant. The Warrant will expire on May 26, 2020.

Remarks

On May 26, 2015, the Issuer completed a "reverse merger" transaction, in which the Issuer caused Ameri100 Acquisition, Inc., a Delaware corporation and its newly-created, wholly-owned subsidiary, to be merged with and into Ameri and Partners Inc. (dba Ameri100), a Delaware corporation (the "Merger"). Immediately prior to the closing of the Merger, the Issuer changed its name to AMERI Holdings, Inc.