Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Delisting of Ameri Warrants
On December 30, 2020, Enveric Biosciences, Inc. (the "Company") received a
written notice (the "Notice") from Listing Qualifications Department of The
Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company's listed warrants
(the "AMRHW Warrants") would be suspended from listing on the Nasdaq Capital
Market. A Form 25-NSE was filed with the Securities and Exchange Commission on
December 30, 2020, which removed the AMRHW Warrants from listing and
registration on the Nasdaq Capital Market. Following the delisting, the Company
anticipates that the AMRHW Warrants will be quoted on the over-the-counter
markets operated by OTC Markets Group.
The terms of the AMRHW Warrants are not affected by the delisting, and the AMRHW
Warrants may still be exercised in accordance with their terms to purchase
common stock of the Company, par value $0.01 per share (the "Common Stock").
The listing of the Common Stock, which is traded on the Nasdaq Capital Market
under the symbol ENVB, is not affected by the delisting of the AMRHW Warrants.
Item 4.01. Change in Registrant's Certifying Accountant.
On January 5, 2021, the Audit Committee of the Board of Directors of the Company
approved the dismissal of Ram Associates, CPA ("Ram") as the Company's
independent registered public accounting firm, effective December 31, 2020, and
engaged Marcum LLP ("Marcum") as the Company's independent registered public
accounting firm for the year ending December 31, 2020.
As previously reported, on December 30, 2020, pursuant to a Tender Offer Support
Agreement and Termination of Amalgamation Agreement dated August 12, 2020, as
amended by that certain Amendment No. 1 to the Tender Offer Support Agreement
and Termination of Amalgamation Agreement dated December 18, 2020 (as amended,
the "Tender Agreement"), by and among the Company (previously known as AMERI
Holdings, Inc. ("Ameri")), Jay Pharma Inc., a Canada corporation and a wholly
owned subsidiary of the Company ("Jay Pharma"), and certain other signatories
thereto, the Company completed a tender offer (the "Offer") to purchase all of
the outstanding common shares of Jay Pharma, and Jay Pharma became a
wholly-owned subsidiary of the Company, on the terms and conditions set forth in
the Tender Agreement. Prior to the completion of the Offer, Marcum served as the
independent registered public accounting firm of Jay Pharma, and the Company
believes the change in auditors will be more efficient for reporting purposes.
The reports of Ram on the Company's financial statements for the fiscal years
ended December 31, 2019 and 2018 contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle, except that such reports included an explanatory paragraph
regarding substantial doubt as to the Company's ability to continue as a going
concern. During the fiscal years ended December 31, 2019 and 2018 and the
interim period ended September 30, 2020, there were (i) no disagreements (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
with Ram on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Ram would have caused them to make reference
thereto in their reports on the financial statements for such years and (ii) no
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Ram a copy of the above disclosures and has requested that
Ram furnish it with a letter addressed to the SEC stating whether or not it
agrees with the above statements. Ram responded with a letter dated January 6,
2021, a copy of which is attached hereto as Exhibit 16.1, stating that Ram
agrees with the statements set forth above.
During the fiscal years ended December 31, 2019 and 2018, and through December
31, 2020, the Company has not consulted with Marcum regarding (i) the
application of accounting principles to a specific transaction, completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements, and neither a written report nor oral advice was provided
to the Company that Marcum concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing or financial
reporting issue or (ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
Item 7.01. Regulation FD.
On January 5, 2021, the Company issued a press release announcing the
appointment of Dr. Marcus Schabacker to the board of directors. A copy of such
press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant
to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Exchange
Act or the Securities Act of 1933, as amended, except as shall be expressly set
forth by reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
16.1 Letter dated January 6, 2021 from Ram Associates, CPA to the
Securities and Exchange Commission.
99.1 Press Release, issued January 5, 2021 (furnished pursuant to Item
7.01)
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