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Item 9A. Controls and Procedures

2021-04-01 compared with 2020-03-25 · 2114 added, 1501 removed, 36 unchanged (99% of the section changed)

Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of

1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and

Chief Financial Officer, to allow for timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation

and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this annual report, being December 31, 2019, we have carried out an

evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures.

This evaluation was carried out under the supervision and with the participation of our Company’s management, including our Company’s

Chief Executive Officer and Chief Financial Officer.

Based upon that evaluation, our company’s Chief Executive Officer and Chief Financial Officer concluded that our company’s disclosure controls and procedures are not yet effective as of the end

of the period covered by this report as noted below in management’s report on internal control over financial reporting.

This is largely due to the fact that we have in the past acquired a number of privately held companies as part of our growth

strategy and our control procedures over all acquired subsidiaries have taken time to implement.

We are working to improve and harmonize our financial reporting controls and procedures across all of our companies.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the

Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, to allow timely

decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls

will prevent all error or fraud.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Due to the inherent limitations in all

control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Our internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

providing reasonable assurance that

transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles;

providing reasonable assurance that receipts and expenditures are made in accordance with authorizations

of management and our directors;

and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

result of this assessment, our management concluded that, as of December 31, 2019, our internal control over financial reporting was not yet effective in providing reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This is largely due to the fact that we have in the past acquired a number of privately held companies as part of our growth

strategy and our control procedures over all acquired subsidiaries have taken time to implement.

We are working to improve and harmonize our financial reporting controls and procedures across all of our companies.

This annual report does not include an attestation report of our independent auditors regarding internal control over financial reporting.

Management’s report was not subject to

attestation by our independent auditors pursuant to rules of the SEC that permit our company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in the Exchange Act, Rules 13a-15(f)) that occurred during the quarter ended December 31, 2019 that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

of Disclosure Controls and Procedures

maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports that we file

or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and

forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such

information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer,

as appropriate to allow timely decisions regarding required disclosures.

As required by paragraph (b) of Rules 13a-15 and 15d-15 under

the Exchange Act, our Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer

and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls

and procedures as of December 31, 2020.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that

our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective

as December 31, 2020 due to a material weakness in our internal control over financial reporting as described below.

on Internal Control over Financial Reporting

internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements.

Therefore, even

those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

However, these inherent limitations

are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though

not eliminate, this risk.

Management’s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange

Act Rule 13a-15(f) and 15d-15(f).

Internal control over financial reporting is a process used to provide reasonable assurance regarding

the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally

accepted accounting principles in the United States.

Internal control over financial reporting includes policies and procedures that

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our

provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in

accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made

only in accordance with the authorization of our board of directors and management;

and provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial

the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer)

and Chief Financial Officer (our principal financial officer and principal accounting officer), we performed an assessment of the Company’s

significant processes and key controls.

Based on this assessment, management concluded that our internal control over financial reporting

was not effective as of December 31, 2020 due to the material weakness described below.

material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No.

5 as a deficiency or

a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We determined

that our internal control over financial reporting had the following material weaknesses:

to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review

and authorization of all transactions including non-routine transactions.

Company is evaluating these weaknesses to determine the appropriate remedy.

Because disclosure controls and procedures include those

components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary

to permit preparation of financial statements in accordance with generally accepted accounting principles, management also determined

that its disclosure controls and procedures were not effective as a result of the foregoing material weaknesses in its internal control

over financial reporting.

in Internal Control over Financial Reporting

the quarter ended December 31, 2020, the Company was in the process of remediating its material weaknesses and designing

an effective internal control environment.

Other Information

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:

Srinidhi “Dev” Devanur

Executive Chairman of the Board

Chief Executive Officer

Barry Kostiner

following table sets forth information regarding the members of our board of directors (the “Board”) and our executive officers.

Officers and Directors

Chief Executive Officer and Director

December 2020

Financial Officer

December 2020

Operations Officer

December 2020

Medical Officer

December 2020

and Chair of the Audit Committee

December 2020

and Chair of the Nominating and Corporate Governance Committee

December 2020

Marcus Schabacker

and Chair of the Compensation Committee

December 2020

Officers and Directors

Johnson has served as our Chairman and Chief Executive Officer of Enveric since December 30, 2020.

Johnson also has served on

the board of directors and as the Chief Executive Officer of Aquamed Technologies, Inc.

since April 2019.

Johnson formerly served

on the board of directors and as the President and Chief Executive Officer of Alliqua BioMedical, Inc.

from November 2012 until April

Johnson was formerly President of the ConvaTec Division of Bristol-Myers Squibb, Inc.

until 2008 when he orchestrated a sale

of the division from its pharmaceutical parent to Avista Capital Partners and Nordic Capital in a deal valued at $4.1 billion.

Concurrently,

he acquired and integrated the assets of Copenhagen-based Unomedical to expand ConvaTec Inc.’s manufacturing and infrastructure

From 2008 through 2012, Mr.

Johnson served as the Chief Executive Officer of ConvaTec Inc.

Prior to his tenure with ConvaTec

Johnson held several senior positions in the U.S., Europe and Canada with Zimmer Inc., Fisher Scientific, and Baxter Corporation.

He served as a member of ConvaTec Inc.’s board of directors and the board of the Advanced Medical Technology Association (AdvaMed),

where he chaired the Global Wound Sector Team for four years.

Johnson received an Undergraduate Business Degree in Marketing from

the Northern Alberta Institute of Technology in Edmonton, Alberta, Canada, completed the INSEAD Advanced Management Program in Fontainbleau,

France, and is a fellow from the Wharton School of the University of Pennsylvania.

Johnson’s extensive experience in the pharmaceutical

and biotechnology fields, as well as his executive leadership experience, make him an asset that will serve as a bridge between the board

of directors and our executive officers.

Van Buiten has served as our Chief Financial Officer of Enveric since December 30, 2020.

Van Buiten had served as Chief Financial

Officer of Jay Pharma since December 17, 2018 and resigned on January 8, 2020.

Van Buiten is an experienced finance executive with

extensive background in public company accounting and financial reporting.

He currently serves as a manager at Financial Consulting Strategies,

LLC (“FCS”), preparing annual and quarterly SEC filings for clients in a wide range of industries and sizes.

has been employed by FCS since April 2010, and in addition to his position at Enveric, he served as the Chief Financial Officer of Tikkun

under contract with FCS .

He is a Certified Public Accountant.

Kanubaddi has served as our Chief Operating Officer since December 30, 2020.

Kanubaddi is an entrepreneur

and business leader who has a passion for health and healing.

From September 2019 through December 2020, Mr.

was the President & Chief Operating Officer of NEXGEL, Inc.

(“NEXGEL”), an FDA registered, ISO certified

advanced hydrogel manufacturer serving the OTC, cosmetic and medical device markets around the world.

At NEXGEL, Mr.

led the rebranding, repositioning and overall strategy for the company to accelerate growth and drive innovation.

This included

rebranding the company as NEXGEL, branding the company’s unique hydrogels, developing a robust white label catalog, architecting

an innovation engine to fill the pipeline with new concepts and guiding the company’s first-ever branded product launches.

In addition to NEXGEL, since August 2018, Mr.

Kanubaddi has also served as the Senior Partner at IQ/EQ Brand

Strategy, where he assists companies in developing “go to market”

strategies, branding and naming exercises and new

product innovation for consumer, medical device and prescription companies.

Prior to his consulting career, from February 2007

to September 2019, Mr.

Kanubaddi was the Founder and Chief Executive Officer of Welmedix Healthcare, where he developed

innovative skin and wound care solutions to improve health and healing with an eye towards whole person wellness.

tenure, he led the company to develop three unique brands with patented solutions, gaining distribution in over 20,000 retail

outlets, including Walmart, Walgreens, CVS and others.

After building some of the fastest growing brands in their respective categories,

Welmedix sold its leading brands to a private-equity backed healthcare company.

Before his entrepreneurial venture, Mr.

began his 25+ year career in the healthcare industry at two leading companies –

Wyeth (now Pfizer) and Bristol Myers

Squibb’s ConvaTec Division.

While working with market leading brands like Centrum, Advil and Chapstick;

medical devices

and hospital businesses including Aloe Vesta, DuoDerm and Sur-Fit Natura, Mr.

Kanubaddi held positions of increasing responsibility

across the functional areas of brand management, sales, new product development and new ventures.

Kanubaddi holds an MBA from Columbia Business School and BS in Marketing from Miami University.

Kanubaddi also served on the Board

of Directors for the Consumer Healthcare Products Association (CHPA), the leading industry trade group for consumer healthcare in the

United States.

Robert Wilkins has served as our Chief Medical Officer since December 30, 2020.

Since November 2017, Dr.

has provided consulting services in areas such as market assessment, business plan development and implementation and clinical

and regulatory planning and support to healthcare and life sciences companies ranging from start-ups to Fortune 500 companies

through QPS Consulting, LLC, which he founded in November 2017.

Wilkins formerly served as Vice President of Strategy at Battelle

Memorial Institute from February 2012 to November 2017, in which capacity he was responsible for management of subsidiaries, spin-outs

and venture-class investments.

As Vice President of Strategy, Dr.

Wilkins oversaw the sale of Bluefin Robotics to General Dynamics

and managed the divestiture of several other Battelle Ventures portfolio companies.

During his time at Battelle, Dr.

served as a member of Battelle’s Growth Council, the Battelle Ventures Advisory Board, the Board of Directors of Hepregen

Corporation and the Board of Managers of Armada Power LLC, and he was responsible for creating and leading Battelle’s Corporate

Strategy team.

From May 2006 until its merger with MID Inc.

in May 2011, Dr.

Wilkins served as President and Chief Executive Officer

of Endovalve Inc., where he managed the product development process and significantly expanded the company’s intellectual

property portfolio.

Prior to his tenure with Endovalve Inc., Dr.

Wilkins served in senior positions with GlucoLight Corporation,

Datascope Corp., Physiometrix Inc., Baxter Healthcare, Abbott Laboratories, Vifor Pharma and TIL Medical Ltd.

Wilkins received

an MBChB from the University of Manchester and received an FRCA in Anesthesiology from the Royal College of Anaesthetists.

Wilkins’

extensive experience in both product development and business strategy in the pharmaceutical and biotechnology

fields will be invaluable to the Company’s development.

Kegler has served as a non-employee director of the Company since December 30, 2020.

Kegler was employed

by Mallinckrodt Pharmaceuticals from January 2013 to June 2019, serving as the Executive Vice President and Chief Financial

Officer, Interim from December 2018 to May 2019, where he had responsibility for the global finance function and was a

member of the executive committee, Vice President Finance from November 2016 to November 2018, President Specialty Generics

(Interim) and Vice President Finance from July 2016 to October 2016, and Vice President, Finance from January 2013 to June

He has served in various consulting roles since June 2019, which ended in March 2020.

Kegler has 40 years of

experience in financial planning and analysis, corporate finance, controllership and business development.

Previously Mr.

served as the vice president of commercial finance for various businesses within Mallinckrodt and was also interim president of

the company’s specialty generics business.

Prior to joining Mallinckrodt, he was the chief financial officer for Convatec

a private equity-owned company that was purchased from Bristol-Myers Squibb.

He worked in various finance roles within Bristol-Myers

Squibb including commercial, International, technical operations, research & development as well as the assistant controller

of internal controls.

Kegler holds a bachelor’s degree in accounting from the University of Missouri, an MBA from Saint

Louis University and completed the Certified Public Accountant exam in Missouri.

Mayer has served as a non-employee director of the Company since December 30, 2020.

Mayer has served as a

member of the board of directors of DropCar, Inc (NASDAQ:

DCAR) from 2018 through May of 2020.

He has served as President and

Chief Executive Officer of Mooney Aviation Company, a private company that manufactures four-place, single-engine and piston-powered

aircraft, since 1999.

He was a member of the board of directors of Microbot Medical, Inc (NASDAQ:

MBOT) from 2014-2017.

to that time, he held the position of Chief Executive Officer of, Overseas Trading, a department store wholesaler.

Mayer currently

serves as a director of Laniado Hospital, a voluntary, not-for-profit hospital in Netanya, Israel, as well as a director of several

private companies.

He previously served as a consultant to and director of each of Innovative Food Holdings, a provider of sourcing,

preparation and delivery of specialty/fresh food for both professional chefs and consumers, and BlastGard International Inc.,

which manufactures and markets proprietary blast mitigation materials, in each case, from 2002 until 2016.

Marcus Schabacker has served as a non-employee director of the Company since December 30, 2020.

Since January 2018,

Schabacker has served as president and chief executive officer of the ECRI Institute, a nonprofit organization

with 500 employees and an operating budget of $70 million focusing on advancing evidenced-based, effective healthcare globally.

Prior to joining ECRI, Dr.

Schabacker worked at Baxter Healthcare Corporation, serving as corporate vice president and chief scientific

officer from July 2015 to May 2017, chairman of the executive quality council from March 2014 to May 2017, Chief

Scientific Officer, Medical Products from July 2014 to July 2015, and Vice President, R&D, Medical Products from March

2011 to July 2014.

During his clinical years, and his time as an industry thought leader, Dr.

Schabacker was focused on

patient safety and enhancing patient care.

For over a decade Dr.

Schabacker has served on numerous boards of small and midsize

companies and organizations, providing management with guidance and expertise to strategically accelerate growth and to build

successful and sustainable high performing management teams.

Schabacker is a board-certified anesthesiologist and intensive care specialist with more than 35 years of healthcare experience in complex

global environments, and more than 20 years of senior leadership responsibilities serving the medical device and pharmaceutical industries

across the healthcare value chain.

his medical and academic training at the Medical University of Lubeck, Germany, Dr.

Schabacker served as senior medical officer and head

of the intensive care and anesthesia department at the Mafikeng General Hospital, North-West Province, South Africa.

His work there was

part of a humanitarian aid program to support the African National Congress government under Nelson Mandela in the restructuring and

buildup of a rural healthcare system in post-apartheid South Africa.

Upon his return from Africa, Dr.

Schabacker joined the medical device

industry and held roles of increasing responsibility in medical affairs, preclinical and clinical development, regulatory affairs, quality,

research and development, and patient safety.

His experience includes designing, transforming, and leading organizations of up to 4,000

employees across five continents to provide safe and effective products to patients and healthcare providers worldwide.

Schabacker achieved his board certification in anesthesia and intensive care, as well as a doctorate in medicine, from the Medical University,

Lubeck, Germany.

He also received certifications in emergency medicine and disaster medicine.

He is an affiliate assistant professor

at The Stritch School of Medicine at Loyola University Chicago.

has served as a non-employee director of the Company since March 17, 2021.

Lind is a co-founder and Managing Partner at

Biomark Capital, a Greenwich, CT-based healthcare venture firm.

There, his investment focus has included cellular therapy, medical

imaging, peripheral vascular disease, and oncology.

Lind has more than 30 years of experience in a variety of life science

related professions, ranging from former practicing physician to senior Wall Street equity research analyst at Morgan Stanley.

Lind is a graduate of the University of Iowa College of Medicine.

He was a practicing physician in Brookline, Massachusetts.

He served as an attending physician at St.

Elizabeth’s Hospital in Boston, a major teaching affiliate of Tufts University

School of Medicine, where he completed his residency training in Internal Medicine.

Relationships

are no family relationships among our directors and executive officers.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity

securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity

Officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section

16(a) forms they file.

our knowledge, based solely on a review of copies of such reports furnished to us and written representations that no other reports

were required, each of our directors, officers and ten percent stockholders complied with all Section 16(a) filing requirements

applicable to them during the year ended December 31 2020.

with the oversight of the board of directors and its committees, operates within a comprehensive plan of corporate governance for the

purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring

compliance with such responsibilities and standards.

We regularly monitor developments in the area of corporate governance.

of Corporate Conduct and Ethics and Whistleblower Policy

have adopted a Code of Corporate Conduct and Ethics and Whistleblower Policy that applies to our directors, officers, employees and certain

persons performing services for us.

The Code of Corporate Conduct and Ethics and Whistleblower Policy addresses, among other things,

competition and fair dealing, conflicts of interest, protection and proper use of Company assets, government relations, compliance with

laws, rules and regulations and the process for reporting violations of the Code of Corporate Conduct and Ethics and Whistleblower Policy,

employee misconduct, improper conflicts of interest or other violations.

Our Code of Corporate Conduct and Ethics and Whistleblower Policy

is available on our website at www.enveric.com in the “Corporate Governance”

section found under the “Investors”

We intend to disclose any amendments to, or waivers from, our Code of Corporate Conduct and Ethics and Whistleblower Policy at the

same website address provided above.

Amended and Restated Certificate of Incorporation and Bylaws provide that our board will consist of such number of directors as determined

from time to time by resolution adopted by our Board.

The size of our board is currently fixed at five (5) directors.

Subject to any

rights applicable to any then-outstanding shares of preferred stock, any vacancies or newly created directorships resulting from an increase

in the authorized number of directors may be filled by a majority of the directors then in office.

Stockholders vote to elect directors

with a term then expiring each year at our annual meeting.

have no formal policy regarding board diversity.

Our board believes that each director should have a basic understanding of the principal

operational and financial objectives and plans and strategies of the Company, our results of operations and financial condition and relative

standing in relation to our competitors.

We take into consideration the overall composition and diversity of the board and areas of expertise

that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships.

we will strive to assemble a board that brings to us a variety of perspectives and skills derived from business and professional experience

as we may deem are in our and our stockholders’

best interests.

In doing so, we will also consider candidates with appropriate

non-business backgrounds.

are currently listed on the NASDAQ Stock Market and therefore rely on the definition of independence set forth in the NASDAQ

Listing Rules (“NASDAQ Rules”).

Under the NASDAQ Rules, a director will only qualify as an “independent director”

if, in the opinion of our board, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director

concerning his background, employment, and affiliations, including family relationships, we have determined that Mr.

Schabacker and Dr.

Lind have no material relationships with us that would interfere with the exercise of independent

judgment and are “independent directors”

as that term is defined in the NASDAQ Listing Rules.

Committees, Meetings and Attendance

the date of the completion of the Offer until December 31, 2020, the Board held zero meetings (but acted by written consent on one occasion).

We expect our directors to attend board meetings, meetings of any committees and subcommittees on which they serve and each annual meeting

of stockholders.

board delegates various responsibilities and authority to different board committees.

Committees regularly report on their activities

and actions to the full board.

Currently, the board has established an Audit Committee, a Compensation Committee and a Nominating

and Corporate Governance Committee.

Committee assignments are re-evaluated annually.

Each of these standing committees

operates under a charter that has been approved by our Board.

The current charter of each of these committees is available on

our website at www.enveric.com in the “Corporate Governance”

section under “Investors.”

following table sets forth the membership of each of the Board committees listed above.

and Corporate Governance Committee

Marcus Schabacker

Audit Committee is responsible for, among other matters:

and retaining the independent auditors to conduct the annual audit of our financial statements;

the proposed scope and results of the audit;

and pre-approving audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting staff;

and approving transactions between us and our directors, officers and affiliates;

and preventing prohibited non-audit services;

procedures for complaints received by us regarding accounting matters;

internal audit functions, if any;

the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement.

of March 30, 2021, the members of our Audit Committee were George Kegler (chairman), Dr.

Douglas Lind, and Dr.

Marcus Schabacker.

Board has determined that Mr.

Schabacker are independent in accordance with NASDAQ Rules and Rule 10A-3 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Board has also reviewed the education, experience

and other qualifications of each member of the Audit Committee.

Based upon that review, our Board has determined that Mr.

Kegler qualifies

as an “audit committee financial expert,”

as defined by the rules of the SEC.

The Audit Committee did not meet from the date

of the completion of the Offer until December 31, 2020.

Compensation Committee is responsible for, among other matters:

and recommending the compensation arrangements for management, including the compensation for our president and chief executive

and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual

performance and to achieve our financial goals;

administering

our stock incentive plans;

the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement.

of March 30, 2021, the members of our Compensation Committee were Dr.

Marcus Schabacker (chairman), Sol Mayer and George

Our Board has determined that Dr.

Schabacker, Mr.

Mayer and Mr.

Kegler are independent in accordance with NASDAQ Rules.

The Compensation Committee has the authority to delegate to subcommittees of the Compensation Committee any of the responsibilities

of the full committee.

The Compensation Committee did not meet from the date of the completion of the Offer until December 31,

and Corporate Governance Committee

Nominating and Corporate Governance Committee is responsible for, among other matters:

the current composition, organization and governance of the board and its committees, and making recommendations for changes

each director and nominee annually;

desired board member skills and attributes and conducting searches for prospective members accordingly;

nominees, and making recommendations to the Board concerning the appointment of directors to board committees, the selection

of board committee chairs, proposal of the slate of directors for election to the board, and the termination of membership

of individual directors in accordance with the board’s governance principles;

the process of succession planning for the chief executive officer and, as warranted, other senior officers of the Company;

adopting and overseeing the implementation of a code of business conduct and ethics;

administering

the annual board performance evaluation process.

of March 30, 2021, the members of our Compensation Committee were Sol Mayer (chairman), Dr.

Marcus Schabacker and George

The Nominating and Corporate Governance Committee did not meet from the date of the completion of the Offer until December

EXECUTIVE COMPENSATION

Compensation Table

following table sets forth total compensation paid to the named executive officers for the years ended December 31, 2020 and 2019.

Name and Principal Position

All Other Compensation

David Johnson (1)

Chairman and Chief Executive Officer

John Van Buiten (2)

Chief Financial Officer

Thoranath Sukumaran

Carmo Martella

Srinidhi “Dev” Devanur became 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.

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.

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.

Kelton has also held leadership positions at

several technology service providers focused on implementation services and support of SAP solutions.

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.

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.

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.

Angelis became a member of our Board in May 2015.

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.

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.

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

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.

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.

Angelis holds 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.

Thoranath Sukumaran became a member of our Board in December 2018.

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.

Sukumaran has a Master’s Degree in

Economics from Kerala University in India.

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 Martella became a member of our Board in April 2019.

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).

received his B.A.

in education from Illinois College and his MA-ABD from the University of Illinois at Springfield.

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.

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

Our Board of Directors currently has three standing committees.

The current members of our committees are identified below:

Nominations and

Thoranath Sukumaran

Carmo Martella

Avani Kanubaddi (3)

Chief Operating Officer

Brent Kelton (4)

Former Chief Executive Officer

Barry Kostiner (5)

Former Chief Financial Officer

Srinidhi (Dev) Devanur

Audit Committee .

Committee consists of Messrs.

Angelis, Sukumaran and Martella.

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.

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;

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.

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.

Family Relationships

There are no family relationships among our directors and executive officers.

EXECUTIVE COMPENSATION

Role and Authority of Compensation Committee

The Compensation Committee currently consists of Messrs.

Angelis and Sukumaran.

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.

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:

Annual Incentive Bonus;

Long-Term Incentives;

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

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.

401(k) and Other Benefits .

During 2019, 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 2019, 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, 2019 and December 31, 2018 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.

Non-Qualified

Srinidhi (Dev)

Grants of Plan-Based Awards

During the year ended 2019 the company did not grant any options to purchase shares of our common stock to employees and directors.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2019, there were no outstanding equity incentive awards held by any of our named executive officers pursuant to our equity incentive plans.

Employment Agreements;

Potential Payments Upon Termination or Change of Control Under Employment Agreements

In connection with the appointment of Mr.

Former Executive Chairman

Johnson was appointed as Chairman and Chief Executive Officer on December 30, 2020.

Van Buiten was appointed as Chief Financial Officer of Jay Pharma on December 17, 2018 and resigned on January 8, 2020.

Van Buiten was appointed as Chief Financial Officer of the Company on December 30, 2020.

Van Buiten’s compensation

is earned through his employment at Financial Consulting Strategies LLC.

Kanubaddi was appointed as Chief Operating Officer on December 30, 2020.

from such position on December 30, 2020.

from such position and began to serve as a consultant on December 30, 2020.

Disclosure to Summary Compensation Table

to the completion of the Offer, and in connection with the execution of that certain Amalgamation Agreement, dated January 10,

2020, by and among the Company (f/k/a Ameri), Jay Pharma, Jay Pharma Merger Sub, Inc., 1236567 B.C.

Unlimited Liability Company

and Barry Kostiner, as the Ameri representative, which predates the Tender Agreement, Jay Pharma entered into an employment agreement

Johnson, whereby Mr.

Johnson would serve as the Chief Executive Officer and Chairman of the Company upon the completion

of the Offer (the “Johnson Employment Agreement”).

In addition, prior to the completion of the Offer, and to be contingent

and effective upon the completion of the Offer, the Company entered into executive employment agreements with Mr.

Kanubaddi (the

“Kanubaddi Employment Agreement”, and together with the Johnson Employment Agreement, the “Executive Employment

Agreements”).

In addition, pursuant to the Tender Agreement, on December 29, 2020, the Company entered into a consulting

agreement with Barry Kostiner (the “Kostiner Consulting Agreement”), to be effective upon the completion of the Offer.

Employment Agreement

to the Johnson Employment Agreement, dated January 10, 2020, Mr.

Johnson serves in the position of Chief Executive Officer and

Chairman of the Company following the completion of the Offer.

Johnson is entitled to a base salary of $250,000 and an annual

bonus in the amount of $100,000 (provided, however, that if Mr.

Johnson’s position is changed such that he no longer serves

as Chief Executive Officer and only serves as Chairman of the Company, he will only be entitled to a base salary of $100,000 beginning

with the first day of the month following such change).

Johnson is also eligible to receive annual performance bonuses based

on satisfaction of performance criteria/financial results, as determined by the board of directors of the Company in its sole

Within 30 days after the completion of the Offer, Mr.

Johnson will be granted an award of restricted stock units that

represent, in the aggregate, 5% of the Company’s issued and outstanding common stock determined on a fully diluted basis

as of the date of grant.

Johnson will also be eligible to receive additional equity awards, as determined by the Company in

its sole discretion.

the terms of the Johnson Employment Agreement, Mr.

Johnson’s employment may be terminated by either the Company or Mr.

at any time and for any reason with 30 days’

advance written notice.

Upon termination of Mr.

Johnson’s employment,

Johnson will receive (i) his fully earned but unpaid base salary through the date of termination, (ii) any accrued and unpaid

time off or similar pay to which Mr.

Johnson is entitled as a matter of law or Company policy, (iii) any amounts due to Mr.

under the terms of the benefit plans, and (iv) any unreimbursed expenses properly incurred prior to the date of termination (the

“Johnson Accrued Obligations”).

the Company terminates Mr.

Johnson’s employment for cause (as defined below) or Mr.

Johnson resigns without good reason

(as defined below), the Company, at its sole discretion, may shorten the notice period and determine the date of termination without

any obligation to pay any additional compensation other than the Johnson Accrued Obligations and without triggering a termination

Johnson’s employment without cause.

If the Company terminates Mr.

Johnson’s employment without cause or Mr.

Johnson resigns for good reason at any time, Mr.

Johnson is entitled to the following severance payments and benefits:

full annual base salary less applicable deductions and withholdings;

plus (ii) any earned but unpaid annual bonus and performance

bonus, if any, for the year of the termination.

Johnson Employment Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements

Employment Agreement

to the Kanubaddi Employment Agreement, dated December 2, 2020, Mr.

Kanubaddi serves in the position of Chief Operating Officer

of the Company following the completion of the Offer.

Kanubaddi is entitled to a base salary of $295,000 and a closing bonus

in the amount of $60,000.

Kanubaddi is also eligible to receive annual performance bonuses of up to 50% of his base salary

based on satisfaction of performance criteria/financial results, as determined by the board of directors of the Company in its

sole discretion.

Within 30 days after the completion of the Offer, Mr.

Kanubaddi will be granted an award of restricted stock

units that represent, in the aggregate, 3% of the Company’s issued and outstanding common stock determined on a fully diluted

basis as of the date of grant.

Kanubaddi will also be eligible to receive additional equity awards, as determined by the Company

in its sole discretion.

the terms of the Kanubaddi Employment Agreement, Mr.

Kanubaddi’s employment may be terminated by either the Company or Mr.

Kanubaddi at any time and for any reason with 30 days’

advance written notice.

Upon termination of Mr.

Kanubaddi’s

employment, Mr.

Kanubaddi will receive (i) his fully earned but unpaid base salary through the date of termination, (ii) any accrued

and unpaid time off or similar pay to which Mr.

Kanubaddi is entitled as a matter of law or Company policy, (iii) any amounts

Kanubaddi under the terms of the benefit plans, and (iv) any unreimbursed expenses properly incurred prior to the date

of termination (the “Kanubaddi Accrued Obligations”).

the Company terminates Mr.

Kanubaddi’s employment for cause (as defined below) or Mr.

Kanubaddi resigns without good reason

(as defined below), the Company, at its sole discretion, may shorten the notice period and determine the date of termination without

any obligation to pay any additional compensation other than the Kanubaddi Accrued Obligations and without triggering a termination

Kanubaddi’s employment without cause.

If the Company terminates Mr.

Kanubaddi’s employment without cause or

Kanubaddi resigns for good reason at any time, Mr.

Kanubaddi is entitled to the following severance payments and benefits:

(i) his full annual base salary less applicable deductions and withholdings;

plus (ii) any earned but unpaid performance bonus,

if any, for the year of the termination.

Kanubaddi Employment Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements

purposes of the Executive Employment Agreements:

“Cause”

shall mean a termination of employment because of (i) the executive’s failure or refusal to perform the duties of the executive’s

position in a manner causing material detriment to the Company;

(ii) the executive’s willful misconduct with regard to the

Company or its business, assets or executives (including, without limitation, his fraud, embezzlement, intentional misrepresentation,

misappropriation, conversion or other act of dishonesty with regard to the Company;

(iii) the executive’s commission of

an act or acts constituting a felony or any crime involving fraud or dishonesty as determined in good faith by the Company;

the executive’s breach of a fiduciary duty owed to the Company;

(v) any material breach of the employment agreement or any

other agreement with the Company;

or (vi) any injury, illness or incapacity which shall wholly or continuously disable the executive

from performing the essential functions of the executive’s position for any successive or intermittent period of at least

reason”

shall mean a termination of employment because of:

(i) a materially adverse diminution in the execution’s

role or responsibilities without the executive’s consent, provided that the parties to the employment agreement agree that

it shall not be considered a diminution in the executive’s role or responsibilities if he ceases serving as Chief Executive

Officer provided he remains Chairman;

or (ii) any material breach of the employment agreement by the Company or any other agreement

with the executive.

foregoing descriptions of the Executive Employment Agreements does not purport to be complete and is qualified entirely by reference

to the full text of the Executive Employment Agreements, with the Johnson Employment Agreement, the Kanubaddi Employment Agreement

and the Kostiner Consulting Agreement attached hereto as Exhibits 10.17, 10.18 and 10.20, respectively, which in

each case is incorporated by reference herein.

of John Van Buiten’s Employment.

to the Consulting and Advisory Agreement, dated as of December 19, 2018, as amended by and between Enveric and Financial Consulting

Strategies LLC (“FCS”), Mr.

Van Buiten served as Chief Financial Officer of Jay Pharma Inc.

Pursuant to the consulting

agreement, FCS provided certain financial services for a fee of $8,500 per month for each month Mr.

Van Buiten served as Chief

Financial Officer.

Van Buiten’s compensation was earned through his employment at FCS.

Buiten resigned

as Chief Financial Officer on January 8, 2020 and was re-appointed on December 30, 2020.

consulting agreement may be terminated with 30 days’

written notice by Enveric or FCS.

The agreement with FCS also contains

certain confidentiality requirements for FCS and Mr.

Contractor Agreement with David Johnson

Pharma entered into an independent contractor agreement with Mr.

Johnson on January 2, 2020.

Pursuant to the agreement, Mr.

provided certain consulting services in connection with the Offer beginning on January 1, 2020 through the completion of the Offer.

Johnson was entitled to (i) $15,000 per month, and (ii) $100,000 on the closing date.

The agreement was terminable by Jay

Pharma and Mr.

Johnson for any reason upon 30 days’

written notice.

Consulting Agreement

to the Kostiner Consulting Agreement, dated December 29, 2020, Mr.

Kostiner will serve as a consultant to the Company following

the completion of the Offer for a period of 12 months following the closing of the Offer.

Kostiner will be entitled to a total

compensation of $120,000 (the “Fee”) under the Kostiner Consulting Agreement, payable in monthly installments of $10,000.

the terms of the Kostiner Consulting Agreement, Mr.

Kostiner’s consulting services may be terminated by either the Company

Kostiner at any time and for any reason.

In the event that either Mr.

Kostiner or the Company terminates the Kostiner Consulting

Agreement prior to the end of the term thereof, the Company will continue to make monthly payments of $10,000 to Mr.

until the full amount of the Fee has been paid.

Kostiner Consulting Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements

Employment Agreement

December 11, 2018, 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 entered into an amended and restated employment agreement (the “Devanur

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.

term of the Devanur Employment Agreement was 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.

Devanur was 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 of directors.

Employment Letter

October 17, 2018, pursuant to an employment letter (the “Kostiner Employment Letter”), Mr.

Kostiner received an annual

base salary of $200,000 and be eligible for bonus payments of up to an aggregate of $50,000 as determined by our board of directors,

based on meeting and exceeding mutually agreed upon annual performance goals.

Additionally, Mr.

Kostiner received an option to purchase 6,000 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

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.

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 160,000 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

As of December 31, 2019, no restricted stock units and options for the purchase of shares of our common stock had been granted.

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.

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, 2019:

Kostiner received an option to

purchase 6,000 shares of common stock with an exercise price based on the closing price of our 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.

Kostiner Employment Letter had a term lasting through December 31, 2019, subject to automatic one-year renewals thereafter, unless

the Company or Mr.

Kostiner delivered written notice of non-renewal to the other party at least 60 days prior to the relevant

renewal date.

In addition, the Kostiner Employment Letter was subject to early termination by him or the Company in accordance

with the terms of the Kostiner Employment Letter.

The Kostiner Employment Letter also contained covenants restricting Mr.

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.

Equity Awards at Fiscal Year-End

of December 31, 2020, there were no outstanding equity awards that have been previously awarded to each of our named executive

officers and which remained outstanding.

Payments Upon Termination of Employment or Change in Control

of our named executive officers has a contract in place for termination or change in control payments.

following table presents the total compensation for each person who served as a member of our board of directors during the fiscal

year ended December 31, 2020.

Other than set forth in the table and described more follow below, we did not pay any compensation,

reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members

of our board of directors in 2020.

Srinidhi “Dev”

Carmo Martella

Thoranath Sukumaran

George Kegler

Marcus Schabacker

Biosciences, Inc.

2020 Long-Term Incentive Plan

to the Tender Agreement, effective as of the effective time of the Offer, the Company adopted the Enveric Biosciences, Inc.

Long-Term Incentive Plan (the “2020 Plan”).

The 2020 Plan provides for the granting of incentive stock options, nonqualified

stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights

and other awards which may be granted singly, in combination or in tandem, and which may be paid in shares of Common Stock.

foregoing description of the 2020 Plan does not purport to be complete and is qualified entirely by reference to the full text

of the 2020 Plan, which is attached hereto as Exhibit 10.21 and is incorporated by reference herein.

connection with the 2020 Plan, the Board adopted a form of Restricted Stock Unit Award Agreement, which is attached hereto as

Exhibit 10.22 and is incorporated by reference herein.

Restricted stock units granted to participants pursuant to the Restricted

Stock Unit Award Agreement may be converted into the number of shares of Common Stock equal to the number of restricted stock

units, with each restricted stock unit to represent a notional share of Common Stock, with a value equal to the fair market value

of a share of common stock at any time.

2015 Equity Incentive Award Plan

April 20, 2015, the Ameri board of directors and the holder of a majority of the outstanding shares of Ameri’s common stock

approved the adoption of the 2015 Equity Incentive Award Plan (the “Ameri Equity Plan”) and a grant of discretionary

authority to the executive officers to implement and administer the Ameri Equity Plan.

The Ameri Equity Plan allowed for the issuance

of up to 2,000,000 shares of Ameri common stock for award grants (all of which can be incentive stock options).

The Ameri Equity

Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options,

stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, performance units

and other stock-based awards.

The Ameri 2015 Equity Incentive Plan was terminated in accordance with the completion of the Offer.

Compensation Plan Information

following table provides information regarding the weighted-average exercise price of options issued by Enveric as of December

Such issuances were approved by Enveric’s board of directors outside of an equity compensation plan.

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 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))

for issuance under equity compensation plans (excluding securities reflected in the first column)

Equity compensation plans approved by security holders

Warrants and options issued outside of our equity compensation Plan

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.

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,

Srinidhi “Dev” Devanur

Carmo Martella

Thoranath Sukumaran

*Resigned from Board effective February 11, 2019.

** Resigned from Board effective March 28, 2019.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of March 11, 2020 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 3,246,705 shares of common stock outstanding as of March 11, 2020.

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 March 11, 2020.

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.

Number of Shares

Beneficially Owned

Percentage of

Executive Officers and Directors:

Srinidhi “Dev” Devanur

Barry Kostiner

Thoranath Sukumaran

Carmo Martella

All executive officers and directors as a group (6 persons)

Less than one percent of outstanding shares.

Unless otherwise indicated, the address of each person or entity is c/o AMERI Holdings, Inc., 5000 Research Court, Suite 750, Suwanee, Georgia, 30024.

Equity compensation plans not approved by security holders

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth the names and number of common shares beneficially owned as of March 29, 2021 (including shares

of common stock issuable within sixty (60) days of that date upon exercise or conversion of securities that entitle the holders

thereof to obtain common stock upon exercise or conversion in accordance with the terms thereof) by (i) those persons who are

known to us to be the beneficial owner(s) of more than five percent (5%) of our common stock, (ii) each of our directors and named

executive officers and (iii) all of our directors and executive officers as a group.

Except as otherwise indicated, the beneficial

owners listed in the table below possess the sole voting and dispositive power in regard to such shares and have an address of

c/o Enveric Biosciences, Inc., 4851 Tamiami Trail N, Suite 200, Naples, FL 34103.

As of March 29, 2021, there were 19,450,507

shares of common stock of the Company outstanding.

Number of Shares of Common Stock Beneficially Owned

Percentage of Shares Outstanding

Directors and Officers

David Johnson

Avani Kanubaddi

John Van Buiten

George Kegler

Marcus Schabaker

All directors and officers as a group of seven (7) persons

Five Percent (5%) Stockholders

Alpha Capital Anstalt

2,159,220 (1)

David Stefansky

1,288,816 (2)

TO Pharmaceuticals

2,299,001 (3)

* Represents less than 1%

The address of

Alpha Capital Anstalt is Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein.

Alpha Capital Anstalt is the beneficial

owner of 2,159,220 shares of Common Stock including (i) 513 shares of Common Stock and (ii) 2,158,707 shares of Common Stock

underlying warrants that are currently exercisable.

Nicola Feuerstein, Director of Alpha Capital Anstalt, exercises voting power and dispositive power

over such shares of Common Stock.

As of March 29, 2021, Alpha Capital Anstalt owns additional warrants that would be exercisable

up to 1,500,440 additional shares of Common Stock, except for a limitation set forth in the warrant agreements that restricts

Alpha Capital Anstalt’s ability to exercise the warrants if such exercise would result in Alpha Capital Anstalt (including

its affiliates) owning more than 9.99% of the Company’s currently outstanding number of shares of Common Stock.

the number of shares of the Company’s Common Stock beneficially owned by Alpha Capital Anstalt as of March 29, 2021

was 2,159,220, which represents 9.99% beneficial ownership of the 19,449,975 shares of the Common Stock of the Company that

were outstanding as of March 29, 2021.

The address of

David Stefansky and Bezalel Partners, LLC is 265 E.

66th St., Apt.

6C, New York, NY 10065.

Includes (i) 931,855 shares of

Common Stock held through Bezalel Partners, LLC (“Bezalel”), (ii) 150,836 shares of Common Stock held by Mr.

and (iii) options held by Mr.

Stefansky to purchase up to 206,125 shares of Common Stock that are currently exercisable.

Stefansky is the natural person with voting and dispositive power over shares of Bezalel and is deemed to have beneficial

ownership of the shares held by Bezalel.

Based on a Schedule

13G filed February 10, 2021 by TO Pharmaceuticals LLC and TOP Invest LLC.

The address of TO Pharmaceuticals and TOP Invest

LLC is TO Pharmaceuticals, 77 Water St., 8th Floor, New York, New York 10005.

According to the Schedule 13G, TO Pharmaceuticals

LLC and TOP Invest LLC each have sole voting power and sole dispositive power with respect to 2,299,001 shares of Common Stock.

Certain Relationships and Related Transactions and Director Independence

The following represent transactions or series of similar transactions, since January 1, 2018 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.

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).

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.”

PRINCIPAL ACCOUNTANTS 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.

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

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, 2019 and the year ended December 31, 2018.

The below fees were paid to the firm Ram

All non-audit related services in the table were pre-approved and/or ratified by the Audit Committee of our Board of Directors.

below are transactions occurring since January 1, 2020 and any currently proposed transactions to which Jay Pharma was a party

and in which:

amounts involved exceeded or will exceed the lesser of (i) $120,000, or (ii) 1% of the average of Jay Pharma’s total

assets at December 31, 2019 and December 30, 2020;

director, executive officer, holder of more than 5% of Jay Pharma’s outstanding capital stock, or any member of such

person’s immediate family had or will have a direct or indirect material interest, excluding compensation arrangements

described above.

and Consulting Agreements

Contractor Agreement with Barry Kostiner

Pharma and Barry Kostiner entered into an independent contractor agreement on January 10, 2020 (the “January Agreement”).

Pursuant to the January Agreement, Mr.

Kostiner agreed to provide consulting services to Jay Pharma effective December 1, 2019.

The January Agreement was terminated effective April 30, 2020.

Kostiner earned $10,000 per month over the term of the January

and Assumption Agreements

January 10, 2020, Jay Pharma entered into two assignment and assumption agreements, pursuant to which, upon the satisfaction of

all closing conditions to the Offer, affiliates of Tikkun would assign to Jay Pharma all of such affiliates’

and developed rights based on certain Amended and Restated Sublicense Agreements, effective January 12, 2018, pursuant to which

Jay Pharma entered into two in-licensing U.S.

and rest of world rights to the limited pharmaceutical business (including cancer)

from TOP and TOCI, respectively, each as amended by a First Amendment entered January 10, 2020, with:

(i) TOP and Tikkun regarding all of Tikkun’s (i) in-licensed rights and obligations to commercialize pharmaceutical

products related to GVHD under the relevant Sublicense in the U.S.

and (ii) certain skincare business and all of

Tikkun’s rights related thereto as of the January 10, 2020 effective date.

Jay Pharma agreed to issue 8,288,006 common

shares of Jay Pharma to Tikkun in exchange for these rights;

TOCI and Tikkun regarding all of Tikkun’s in-licensed rights and obligations to commercialize pharmaceutical products related

to GVHD under the relevant sublicense anywhere in the world outside the U.S.

Jay Pharma agreed to issue 2,072,001 common shares

of Jay Pharma to Tikkun in exchange for these rights.

August 12, 2020, Jay Pharma and the applicable Tikkun affiliates entered into the First Amendment to the Tikkun Agreements, pursuant

to which all references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender

Agreement and the Offer, as applicable.

October 2, 2020, Jay Pharma and the applicable Tikkun affiliates entered into the Second Amendment to the Tikkun Agreements, pursuant

to which the effective date of the transactions was revised to occur as of October 2, 2020.

Pharma, TO LLC and TOH entered into a license agreement dated on January 10, 2020, pursuant to which Jay Pharma would acquire

certain in-licensed and owned intellectual property rights related to the cannabis products in the United States (presently excluding

the state of New York) from TO LLC and TOH, each of which is an affiliate of TO Holdings, in exchange for royalty payments of

(i) four percent (4.0%) of net sales of OTC cancer products made via consumer channels;

(ii) five percent (5.0%) of net sales

of beauty products made via consumer channels;

and (iii) three percent (3.0%) of net sales of OTC cancer products made via professional

channels, along with a minimum net royalty payment starting in January 1, 2022 and progressively increasing up to a cap of $400,000

maximum each year for the first 10 years, then $600,000 maximum each year for the next 5 years, and an annual maximum cap of $750,000

each year thereafter during the term of the agreement.

The licensed intellectual property rights relate to beauty products and

OTC cancer products, and branding rights related thereto.

The beauty products include any topical or transdermal cannabis-containing

or cannabis-derived (including hemp-based) skin care or body care beauty products, and the OTC cancer products means any cancer-related

products, in each case excluding those regulated as a drug, medicine, or controlled substance by the FDA or any other relevant

governmental authority, such as the USDA.

August 12, 2020, Jay Pharma, TO LLC and TOH entered into the First Amendment to the License Agreement, pursuant to which all references

to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer,

as applicable.

October 2, 2020, Jay Pharma, TO LLC and TOH entered into the Second Amendment to the License Agreement, pursuant to which the

effective date of the transactions was revised to occur as of October 2, 2020.

the signing of the Original Amalgamation Agreement, Jay Pharma issued the Original Note to Alpha, dated as of January 10, 2020,

pursuant to which Alpha loaned $1,500,000 to Jay Pharma in connection with, and as a condition to, the Original Amalgamation Agreement.

The Original Note was amended on June 23, 2020 (as discussed further below) to reflect an additional investment of $500,000, resulting

in a total principal amount of $2,000,000 (the “Second Note Amendment”).

The Original Note was further amended on

August 12, 2020 (as discussed further below), to account for the termination of the Original Amalgamation Agreement and the change

in the structure of the transaction from an amalgamation to a stock-for-stock exchange offer (the “Third Note Amendment”).

The terms described in the following paragraphs reflect the terms of the Original Note as amended by the Second Note Amendment

and the Third Note Amendment.

The Note was secured, pursuant to the Security Agreement, by all of the assets of Jay Pharma.

Note carried an annual interest rate of 7%, calculated daily.

the closing of the Offer, the Note was converted into the right to receive 2,473,848 common shares of Jay Pharma and warrants

to purchase 2,333,970 common shares of Jay Pharma at an exercise price of $1.03 per share immediately prior to the Offer.

In connection

with the Offer, such common shares and warrants of Jay Pharma acquired by Alpha upon conversion of the Note were converted into

the right to receive (i) 547,278 shares of Series B Preferred Stock that are convertible into up to 547,278 shares of Common Stock,

after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 516,333 shares of Common Stock at an exercise

price of $4.64 per share, after giving effect to the Reverse Stock Split,

Pharma was obligated by certain covenants set forth in the Note, including, but not limited to, the obligation (i) to provide

certain financial information, (ii) to use the proceeds in a specifically agreed to manner, (iii) to not incur any new indebtedness

other than as allowed under the terms of the Note, (iv) to not enter into any business, except those in which Jay Pharma is already

engaged or that are reasonably related thereto, (v) to not make any distributions to its shareholders or creditors, (vi) to not

make any changes to its capital structure, authorize or issue any equity interest of Jay Pharma, and (vii) to not take or suffer

any act not permitted under the Tender Agreement.

of default under the Note included, but were not limited to, (i) breaches of representations and warranties made by Jay Pharma,

in the Note or the Security Agreement, (ii) breaches of covenants made by Jay Pharma, (iii) bankruptcy and insolvency of Jay Pharma,

and (iv) the failure to consummate the Offer by a certain date.

Note and the Security Agreement also provided certain customary representations and warranties of Jay Pharma.

If the Tender Agreement

had been terminated without Alpha’s prior written consent and without meeting certain other conditions in the Tender Agreement,

Jay Pharma would have been required to repay the entire outstanding principal balance of the Note plus all accrued and unpaid

interest thereon and any other sums payable to Alpha directly in connection with the Note.

Note Amendment

May 6, 2020, Jay Pharma and Alpha entered into the First Note Amendment.

The First Note Amendment revised the maturity date of

Prior to the First Note Amendment, the maturity date of the Note was the earlier of (i) July 6, 2020 and (ii) an event

of default that accelerates the maturity of the Note.

Following the First Note Amendment, the maturity date of the Note was revised

to be the earlier of (i) September 30, 2020 and (ii) an event of default that accelerates the maturity of the Note.

Note Amendment also revised the event of default regarding a failure of the amalgamation to be consummated by March 31, 2020 to

extend such date to September 30, 2020.

Note Amendment

June 23, 2020, Jay Pharma and Alpha entered into the Second Note Amendment.

The Second Note Amendment revised the principal amount

of the Note from $1,500,000 to $2,000,000, which was deemed advanced as the of date of the Second Note Amendment.

The rights and

securities granted to Alpha under the terms of the Note were extended to the additional $500,000 advance contemplated by the Second

Note Amendment pursuant to the terms of the Second Note Amendment.

Note Amendment

August 12, 2020, Jay Pharma and Alpha entered into the Third Note Amendment.

The Third Note Amendment extended the maturity date

to be the earlier of (a) January 1, 2021 and (b) an event of default that accelerates the maturity of the Note.

The Third Note

Amendment also revised the Note to account for the change in structure from an amalgamation to a stock-for-stock exchange offer.

As a result, references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender

Agreement and the Offer.

The Third Note Amendment also revised the event of default regarding a failure of the amalgamation to

be consummation by March 31, 2020 to be an event of default if the Offer was not completed by January 1, 2021.

the completion of the Offer, the Company provided Alpha with the Series B Warrants to purchase the number of pre-reverse stock

split shares of common stock of the Company equal to the product of (i) 8,100,000 and (ii) the Exchange Ratio of 0.8849 at an

exercise price of $0.01 to Alpha, as set forth in, and pursuant to the terms of, the Series B Common Stock Purchase Warrant.

The Series B Warrants had a five-year term beginning on the 90th day after the later of the last day of the lock-up/leak-out

If Alpha chooses to exercise the Series B Warrants, Alpha may elect, at its own option, to exercise the Series B Warrants

on a cashless basis.

Alpha may not exercise the Series B Warrants to the extent such exercise would result in Alpha and its affiliates

owning more than 9.99% of the Company.

The number of shares issuable under the terms of the Series B Common Stock Purchase Warrant

are adjustable for stock dividends and splits.

Additionally, Alpha shall have the right to participate in subsequent rights

offerings or pro rata distributions with respect to the equity of the Company or any fundamental transaction involving the Company

as more fully described in the Series B Common Stock Purchase Warrant.

the signing of the Original Amalgamation Agreement, Alpha entered into the Original Alpha Securities Purchase Agreement, pursuant

to which Alpha agreed, subject to the terms and conditions thereof, to purchase common shares of Jay Pharma and Jay Pharma Series

A Warrants to purchase Jay Pharma’s common shares for an aggregate total purchase price of $3,500,000.

The Alpha Securities

Purchase Agreement was amended on August 12, 2020 (as discussed further below), to account for the termination of the Original

Amalgamation Agreement and the change in the structure of the transaction from an amalgamation to a stock-for-stock exchange offer

(the “Third Alpha SPA Amendment”).

The terms described in the following paragraphs reflect the terms of the Alpha

Securities Purchase Agreement as amended by the Third Alpha SPA Amendment.

closing of the Alpha Investment is conditioned upon the satisfaction or waiver of the conditions set forth in the Tender Agreement.

The obligations of Alpha under the Alpha Securities Purchase Agreement in connection with the closing of the Alpha Investment

are also subject to the condition that, from the date of the Alpha Securities Purchase Agreement to the date of closing of the

Alpha Investment, trading in Ameri’s common stock shall not have been suspended by the SEC or NASDAQ, and, at any time prior

to the closing date of the Alpha Investment, trading in securities generally as reported by Bloomberg L.P.

shall not have been

suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service,

or on any trading market, nor shall a banking moratorium have been declared either by the U.S.

or New York State authorities.

Alpha Securities Purchase Agreement provides certain customary covenants, conditions, representations and warranties, and other

agreements by and between Jay Pharma and Alpha.

In addition, Jay Pharma has agreed to use commercially reasonable efforts to complete

the Offer, and as a condition to closing of the Offer, to cause Ameri to assume all of Jay Pharma’s obligations under the

warrants and the Securities Purchase Agreement.

to the terms of the Alpha Securities Purchase Agreement, from the closing date of the Offer until 120 days thereafter, Jay Pharma

agreed to not permit or allow Ameri or any of its subsidiaries to issue, enter into agreement to issue, or announce the issuance

or proposed issuance of any shares of Ameri common stock.

Additionally, for a period of 18 months following the closing date of

the Offer, Ameri is prohibited from effecting or entering into an agreement to effect any issuance by Ameri or any of its subsidiaries

of their respective common stock or common stock equivalent involving a variable rate transaction.

A “variable rate transaction”

means a transaction in which Ameri (i) issues or sells any debt or equity securities that are convertible into, exchangeable or

exercisable for, or include the right to receive additional shares of common stock either (A) at a conversion price, exercise

price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares

of common stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or

exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or

upon the occurrence of specified or contingent events directly or indirectly related to the business of Ameri or the market for

the common stock, or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity

line of credit, whereby Ameri may issue securities at a future determined price.

Additionally, from the closing date of the Offer

until such time as Alpha holds less than one-fifth of the shares issued in connection with the Alpha Investment, Alpha will hold

certain anti-dilution rights outlined in the Alpha Securities Purchase Agreement.

the closing of the Alpha Investment under the Alpha Securities Purchase Agreement immediately prior to the Offer, Alpha received

approximately 3,500,954 common shares of Jay Pharma and Jay Pharma Series A Warrants to purchase 3,500,954 common shares of Jay

Pharma at an exercise price of $1.03 per common share (the “Alpha Investment Securities”).

In connection with t he

Offer, such common shares and warrants of Jay Pharma acquired by Alpha in the Alpha Investment were converted into, as applicable,

the right to receive (i) 774,499 shares of Series B Preferred Stock that are convertible into up to 774,499 shares of Common Stock,

after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 774,499 shares of Common Stock at an exercise

price of $4.64 per share, after giving effect to the Reverse Stock Split.

The Company warrants will be immediately exercisable

and will expire on the fifth anniversary of the original issuance date.

The exercise price and number of shares of Company common

stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations

or similar events affecting the Company common stock and the exercise price.

The Series B Preferred Stock of the Company and the

warrants to purchase Company common stock to be issued to Alpha are convertible or exercisable, as applicable, subject to a 9.99%

beneficial ownership blocker.

Amendment to Alpha Securities Purchase Agreement

June 23, 2020, Jay Pharma and Alpha entered into the Second Note Amendment.

The Second Note Amendment also amended the Alpha Securities

Purchase Agreement to reduce the amount of the investment in Jay Pharma’s common shares and Jay Pharma Series A Warrants

from $3,500,000 to $3,000,000.

Amendment to Alpha Securities Purchase Agreement

August 12, 2020, Jay Pharma and Alpha entered into a second amendment to the Alpha Securities Purchase Agreement (the “Second

Alpha SPA Amendment”).

The Second Alpha SPA Amendment revised the formula regarding the securities to be issued to Alpha

in connection with the closing of the amalgamation to match the formula set forth in the Original Amalgamation Agreement.

Additionally,

the Second Alpha SPA amended the termination rights under the Alpha Securities Purchase Agreement to extend the termination date

from July 7, 2020 to September 30, 2020.

Amendment to Alpha Securities Purchase Agreement

August 12, 2020, Jay Pharma and Alpha entered into a third amendment to the Alpha Securities Purchase Agreement (the “Third

Alpha SPA Amendment”).

The Third Alpha SPA Amendment revised the references to the Original Amalgamation Agreement and amalgamation

to be references to the Tender Agreement and the Offer, as applicable, in order to account for the change in transaction structure

from an amalgamation to a stock-for-stock exchange offer.

Additionally, the Third Alpha SPA Amendment amended the termination

rights under the Alpha Securities Purchase Agreement to extend the termination date from September 30, 2020 to January 1, 2021.

noted above, in connection with conversion of the Note and the closing of the Alpha Investment, which occurred immediately prior

to the closing of the Offer, Alpha received warrants to purchase common shares of Jay Pharma.

Further, as noted above, in connection

with the Offer and pursuant to the terms of the Tender Agreement and the Alpha Exchange Agreement, these warrants were exchanged

for Company warrants to purchase pre-reverse stock split shares of Company common stock equal to the number of common shares of

Jay Pharma underlying such outstanding Jay Pharma warrants multiplied by the Exchange Ratio, with the exercise price of such converted

warrants determined by dividing the exercise price of the Jay Pharma warrant by the Exchange Ratio.

The Company warrants will

be immediately exercisable and will expire on the fifth anniversary of the original issuance date.

The exercise price and number

of shares of Company common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends,

stock splits, reorganizations or similar events affecting Jay Pharma common stock and the exercise price.

at the time Alpha exercises its Company common stock warrants, a registration statement registering the issuance of the shares

of Company common stock underlying the Company common stock warrants under the Securities Act is not then available for the issuance

of such shares, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in

payment of the aggregate exercise price, Alpha may elect instead to receive upon such exercise (either in whole or in part) the

net number of shares of Company common stock determined according to a formula set forth in the Company common stock warrants.

(together with its affiliates) may not exercise any portion of the Company common stock warrant to the extent that Alpha would

own more than 9.99% of the outstanding Company common stock immediately after exercise;

provided, however, that upon notice to

the Company, Alpha may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial

ownership limitation exceed 9.99% and any increase in the beneficial ownership limitation will not be effective until 61 days

following notice of such increase from Alpha to the Company.

the Company, at any time while the Company common stock warrant is outstanding, sells or grants any option to purchase, or sells

or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase

or other disposition) any Company common stock (or common stock equivalents), at an effective price per share less than the exercise

price then in effect, then simultaneously with the consummation (or, if earlier, the announcement) of each such dilutive issuance,

the exercise price will be reduced to equal the exercise price then in effect, subject to certain exceptions, which includes issuance

of securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors

of the Company and not for the primary purpose of raising capital.

the event of a fundamental transaction, as described in the common warrants and generally including any reorganization, recapitalization

or reclassification of the Company’s common stock, the sale, transfer or other disposition of all or substantially all of

Company’s properties or assets, the Company’s consolidation or merger with or into another person, the acquisition

of more than 50% of the Company’s outstanding common stock, or any person or group becoming the beneficial owner of 50%

of the voting power represented by the Company’s outstanding common stock, Alpha will be entitled to receive upon exercise

of such warrants the kind and amount of securities, cash or other property that Alpha would have received had they exercised the

Company’s common stock warrants immediately prior to such fundamental transaction.

Share Purchase Agreement

connection with the Offer, Jay Pharma entered into a series of assignment and assumption agreements with a third party, Tikkun

(“Tikkun”), pursuant to which Tikkun assigned to Jay Pharma all of Tikkun’s (i) rights to certain

skin care treatment assets and (ii) intellectual property rights to certain formulations for the development of therapeutic candidates

for the prevention, management and treatment of graft versus host disease (GVHD) in exchange for an aggregate of 10,360,007 common

shares of Jay Pharma, which were issued in October 2020.

Alpha required additional shares of the Company, at no or a nominal cost, for Alpha to consummate the Alpha Bridge Loan and the

Alpha Investment at the planned valuation, Alpha entered into an agreement with Tikkun pursuant to which, immediately following

such assignment, but prior to the Offer, Tikkun sold 7,774,463 of these common shares of Jay Pharma to Alpha for the nominal aggregate

purchase price of $10.00 (the “Alpha Nominal Shares”), leaving Tikkun with 2,585,544 common shares of Jay Pharma (the

“Tikkun Shares”).

In connection with the Offer, the Tikkun Shares were converted into the right to receive 571,987

shares shares of common stock of the Company, after giving effect to the Reverse Stock Split, and the Alpha Nominal Shares were

converted into the right to receive 1,719,906 shares of Series B Preferred Stock of the Company that are convertible into up to

1,719,906 shares of common stock of the Company, after giving effect to the Reverse Stock Split.

December Investment

On December 4, 2020,

Jay Pharma and Alpha executed a securities purchase agreement whereby Alpha purchased an additional 1,000,000 common shares of

Jay Pharma and warrants to purchase 500,000 common shares of Jay Pharma at an exercise price of $0.30 per share for an aggregate

purchase price of $300,000 (the “Alpha December Investment”).

In connection with the Offer, such shares were exchanged

for 221,225 shares of Common Stock, and such warrants were exchanged for warrants to purchase 110,613 shares of common stock of

the Company at $1.36 per share.

Exchange Agreements

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into exchange agreements with each

of the holders of Jay Pharma options (the “Option Exchange Agreements”).

Pursuant to the terms of the Option Exchange

Agreements, each outstanding Jay Pharma option was exchanged for Company options to purchase a number of shares of Company common

stock equal to the Exchange Ratio on substantially the same terms as those contained in the stock option plan of the Company,

and each such Jay Pharma option was cancelled.

The exercise price for each share of Company common stock underlying a Company

option was equal to the exercise price per share of Jay Pharma common stock under the Jay Pharma option in effect immediately

prior to the completion of the Offer, as adjusted to reflect the reverse stock split and Exchange Ratio and applicable currency

exchange ratio.

Jay Pharma and Ameri intended that the exchange of all Jay Pharma options for Resulting Issuer options would occur

on a rollover basis pursuant to subsection 7(1.4) of the Tax Act and that any relevant adjustments to the exercise price of the

Company options would be made to reflect this intention, and that the foregoing treatment of Jay Pharma options was fair and reasonable

in light of the circumstances of the transaction.

Exchange Agreements

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into exchange agreements with the

holders of Jay Pharma warrants (the “Warrant Exchange Agreements”).

Pursuant to the terms of the Warrant Exchange

Agreements, each outstanding Jay Pharma warrant was exchanged for Company warrants to purchase the number of shares of Company

common stock equal to the Exchange Ratio on substantially economically equivalent terms and each such Jay Pharma warrant shall

be cancelled.

The exercise price for each share of Company common stock underlying a Company warrant will be equal to the exercise

price per share of Jay Pharma common stock under the Jay Pharma warrant in effect immediately prior to the completion of the Offer,

as adjusted to reflect the proposed reverse stock split and Exchange Ratio and the applicable currency exchange ratio.

Exchange Agreement

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into an exchange agreement with Alpha

(the “Alpha Exchange Agreement”

and, together with the Option Exchange Agreements and Warrant Exchange Agreements,

the “Securities Exchange Agreements”).

Pursuant to the terms of the Alpha Exchange Agreement, the Jay Note Securities

and the Alpha Investment Securities were exchanged for (i) the number of shares of Series B Preferred Stock convertible into 3,262,907

shares of Company common stock, (ii) warrants to purchase 1,290,831 shares of common stock of the Company at $4.64 per share,

and (iii) warrants to purchase up to 110,613 shares of common stock of the Company at an exercise price of $1.36 per share, in

each case, after giving effect to the reverse stock split.

The Series B Preferred Stock of the Company and the warrants to purchase

Company common stock issued to Alpha are convertible or exercisable, as applicable, subject to a 9.99% beneficial ownership blocker.

Relationships

with Tikkun and Jay Pharma

Eisenberg was both a board member and shareholder of Tikkun and a board member of Jay Pharma.

His role with both companies might

have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Farkas was both a board member and shareholder of Tikkun and a board member of Jay Pharma.

His role with both companies might

have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Gertner was both a board member of Tikkun and a board member of Jay Pharma.

His role with both companies might have created

a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Stefansky was both a board member of Tikkun and a board member and an executive officer of Jay Pharma.

His role with both companies

might have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Stefansky resigned as an executive officer and director of Jay Pharma.

Van Buiten was both an executive officer of Tikkun and an executive officer of Jay Pharma.

His role with both companies might

have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

On January 8,

2020, John Van Buiten resigned from his role as an executive officer of Jay Pharma, but he continues to serve as a consultant

for Jay Pharma and since the closing of the Offer has served as an executive officer of Enveric.

order to avoid any potential conflicts of interest amongst the Jay Pharma board of directors in light of the transactions described

above, on January 7, 2020, each of Solomon Eisenberg and Barry Farkas, both of whom were board members and shareholders of Tikkun,

resigned from the Jay Pharma board.

In addition, Lorne Gertner, who also served on the board of both Jay Pharma and Tikkun, agreed

to abstain from any votes regarding the Original Amalgamation Agreement, the Side Transactions and all matters related to such

transactions.

Conforti Letter Agreement

January 6, 2020, Yaron Conforti and Jay Pharma entered into a letter agreement pursuant to which Jay Pharma agreed to pay Yaron

Conforti a sum of $83,409, which constituted amounts owed to Yaron Conforti by Jay Pharma, with such sum to be paid in the following

(a) $10,000 paid in cash upon execution of the Original Amalgamation Agreement with Ameri, (b) $5,000 to be paid in cash

upon the closing the transactions contemplated by the Original Amalgamation Agreement, and (c) the remaining $68,409 paid through

the issuance of 118,117 shares of common stock of Jay Pharma.

In exchange for the payment structured as described above, Yaron

Conforti released Jay Pharma from any claims or obligations related to the $83,409 sum.

In July 2020, Jay Pharma agreed to adjust

the the per share price of $0.8849, of the Jay Pharma common shares issued under the previous letter to $0.22.

Accordingly, Mr.

Conforti was awarded 193,169 additional Jay Pharma common shares pursuant to a letter agreement.

Related Party Transactions

December 31, 2020, there were no transactions or series of similar transactions, since January 1, 2020 to which Ameri has been

a participant in which the amount involved exceeded or will exceed the lesser of (a) $120,000, or (b) 1% of its average total

assets at year-end for the last two completed fiscal years, and in which any of Ameri’s 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, except as follows.

Share Purchase Agreement

January 10, 2020, Ameri entered into Share Purchase Agreement, upon which Ameri agreed to consummate the Spin-Off, wherein all

of the issued and outstanding shares of Series A preferred stock of Ameri was redeemed for an equal number of shares of Private

Ameri Preferred Stock.

Ameri contributed, transferred and conveyed to Private Ameri all of the issued and outstanding equity interests

of the existing subsidiaries of Ameri, constituting the entire business and operations of Ameri and its subsidiaries.

“Dev”

Devanur, Ameri’s executive Chairman, was the owner of all the current issued and outstanding capital stock

of Private Ameri.

and 2020 Bonus Grants

January 9, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s

stockholders’

approval for purposes of compliance with the Nasdaq Rule 5635(c), Ameri’s board of directors awarded

an aggregate of 270,541 restricted shares of Ameri common stock as compensation in lieu of cash performance bonuses.

19, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s

stockholders’

approval for purposes of compliance with the Nasdaq Rule 5635(c) and continued service through the end of

the 2020 fiscal year, Ameri’s board of directors awarded an aggregate of up to 354,730 restricted shares of Ameri common

stock as compensation in lieu of cash performance bonuses.

Such restricted shares will not be issued if this Bonus Shares Proposal

is not approved.

restricted shares approved by Ameri’s board of directors in January 2020 represent aggregate bonus payments of $675,000

divided by a price of $2.495, which is the closing price on the day immediately preceding board approval.

The restricted shares

approved by Ameri’s board of directors in October 2020 represent aggregate bonus payments of $525,000 divided by a price

of $1.48, which is the closing price on the day immediately preceding board approval.

are currently listed on the NASDAQ Stock Market and therefore rely on the definition of independence set forth in the NASDAQ Listing

Rules (“NASDAQ Rules”).

Under the NASDAQ Rules, a director will only qualify as an “independent director”

if, in the opinion of our board, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director

concerning his background, employment, and affiliations, including family relationships, we have determined that Mr.

Schabacker and Dr.

Lind have no material relationships with us that would interfere with the exercise of independent

judgment and are “independent directors”

as that term is defined in the NASDAQ Listing Rules.

Principal Accountant Fees and Services

May 2015, the Board selected Ram Associates as its independent accountant to audit the Company’s financial statements.

following is a summary of the fees billed by Ram Associates for professional services rendered for the fiscal years ended December

31, 2020 and 2019.

Ram Associates was dismissed by the Company on January 12, 2021.

Year Ended December 31,

Audit-related fees

All other fees

Types of Fees Explanation

Audit fees were incurred for accounting services rendered for the audit of our consolidated financial statements for the

years ended December 31, 2019 and 2018 and reviews of quarterly consolidated financial statements.

Tax fees were incurred for Preparation and filing of consolidated state and federal tax returns.

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.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Share Purchase Agreement, dated as of November 20, 2015, by and among Ameri Holdings, Inc., Bellsoft, Inc., and all of the shareholders of Bellsoft (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current

Report on Form 8-K filed with the SEC on November 23, 2015 and incorporated herein by reference).

Agreement of Merger and Plan of Reorganization, dated as of July 22, 2016, by and among Ameri Holdings, Inc., Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso, L.L.C.

and the sole member of

Virtuoso, L.L.C.

(filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 27, 2016 and incorporated herein by reference).

Membership Interest Purchase Agreement, dated as of July 29, 2016, by and among Ameri Holdings, Inc., DC&M Partners, L.L.C., all of the members of DC&M Partners, L.L.C., Giri Devanur and Srinidhi

“Dev” Devanur (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 1, 2016 and incorporated herein by reference).

Share Purchase Agreement, dated as of March 10, 2017, by and among Ameri Holdings, Inc., ATCG Technology Solutions, Inc., all of the stockholders of ATCG Technology Solutions, Inc., and the stockholders’

representative (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 13, 2017 and incorporated herein by reference).

fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements.

fees consist of fees billed for professional services related to the preparation of our U.S.

federal and state income tax returns

and tax advice.

Audit–related

fees consists of fees reasonably related to the performance of the audit or review of the Company’s financial statements

that are not reported as “Audit Fees.”

other fees consist of fees for other miscellaneous items.

services provided by the Company’s independent auditor were approved by the Company’s audit committee.

Pre–Approval

Policy of Services Performed by Independent Registered Public Accounting Firm

Audit Committee’s policy is to pre–approve all audit and non–audit related services, tax services and other

Pre–approval is generally provided for up to one year, and any pre–approval is detailed as to the particular

service or category of services and is generally subject to a specific budget.

The Audit Committee has delegated the pre–approval

authority to its chairperson when expedition of services is necessary.

The independent registered public accounting firm and management

are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered

public accounting firm in accordance with this pre–approval and the fees for the services performed to date.

Exhibits and Financial Statement Schedules.

following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements:

Reports of Independent Registered Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Shareholders’

Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement Schedules:

Financial statement schedules have not been included because they are not applicable, or the information is included in the consolidated

financial statements or notes thereto.

“Index to Exhibits”

for a description of our exhibits.

Form 10–K Summary.

Not applicable.

INDEX TO EXHIBITS

Share Purchase Agreement, dated January 10, 2020, by and between AMERI Holdings, Inc.

and Ameri100, Inc.* (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K, filed with the SEC on January 13, 2020)

Amalgamation Agreement, dated January 10, 2020, by and between AMERI Holdings, Inc., Jay Pharma Merger Sub, Inc., Jay Pharma Inc., Jay Pharma ExchangeCo., Inc.

and Barry Kostiner.* (incorporated by reference to Exhibit 2.2 to the

Company’s current report on Form 8-K, filed with the SEC on January 13, 2020)

Amended and Restated Certificate of Incorporation of Ameri Holdings, Inc.

(filed as Exhibit 3.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 23, 2016 and incorporated herein

by reference).

Certificate of Amendment of Certificate of Incorporation, dated November 21, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on November 22, 2019)

Amended and Restated Certificate of Designation of Rights and Preferences of 9.00% Series A Cumulative Preferred Stock (filed as Exhibit 3.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the

SEC on August 17, 2018 and incorporated herein by reference).

Amended and Restated Bylaws of Ameri Holdings, Inc.

(filed as Exhibit 3.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 23, 2016 and incorporated herein by reference).

Warrant Agent Agreement dated November 17, 2017 between Ameri Holdings, Inc.

and Corporate Stock Transfer, Inc.

(includes form of Warrant) (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on

Form 8-K filed with the SEC on November 17, 2017 and incorporated herein by reference).

Form of Certificate Representing Shares of Common Stock of Registrant (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Registration Statement on Form S-8 filed with the SEC on December 17, 2015 and

incorporated herein by reference).

Form of Common Stock Purchase Warrant issued by Ameri Holdings, Inc.

to Lone Star Value Investors, LP, dated May 26, 2015 (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and

incorporated herein by reference).

Common Stock Purchase Warrant, dated May 12, 2016, issued by Ameri Holdings, Inc.

to Lone Star Value Investors, LP, dated May 12, 2016 (filed as Exhibit 4.3 to Ameri Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on

May 16, 2016 and incorporated herein by reference).

and Ameri100, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2020)

Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated August 12, 2020, by and among AMERI Holdings, Inc., Jay Pharma Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C.

Unlimited Liability Company and Barry Kostiner, as the Ameri representative (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 12, 2020)

Amendment No.

1 To Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated December 18, 2020, by and among Ameri, Jay Pharma Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C.

Amended and Restated Certificate of Incorporation of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Certificate of Designations of Series B Preferred Stock of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Amended and Restated Bylaws of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Description of Securities *

Form of 8% Convertible Unsecured Promissory Note due March 2020 (filed as Exhibit 10.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference).

Form of 6% Unsecured Promissory Note (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 13, 2017 and incorporated herein by reference).

Form of Warrant issued in July 2018 Financing (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 30, 2018 and incorporated herein by reference).

Form of Placement Agent Warrant issued in July 2018 Financing (filed as Exhibit 4.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 30, 2018 and incorporated herein by reference).

Warrant Agent Agreement dated August 16, 2018 between Ameri Holdings, Inc.

and Corporate Stock Transfer, Inc.

(includes form of Warrant) (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on

August 17, 2018 and incorporated herein by reference).

Securities Purchase Agreement, dated as of May 26, 2015, by and between Ameri Holdings, Inc.

and Lone Star Value Investors, LP.

(filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1,

2015 and incorporated herein by reference).

Form of Director Indemnification Agreement.

(filed as Exhibit 10.6 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

Form of Option Grant Letter.

(filed as Exhibit 10.7 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

2015 Equity Incentive Award Plan.

(filed as Exhibit 10.8 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

Form of Restricted Stock Unit Agreement (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 23, 2015 and incorporated herein by reference).

Exchange Agreement, dated as of December 30, 2016, between Ameri Holdings, Inc.

and Lone Star Value Investors, LP (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 4, 2017 and

incorporated herein by reference).

Amendment to 6% Unsecured Promissory Note and Waiver Agreement, dated February 28, 2018, by and between Ameri Holdings, Inc.

and Moneta Ventures Fund I, L.P.

(filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K

filed with the SEC on March 2, 2018 and incorporated herein by reference).

Amendment Agreement, dated as of June 22, 2018, by and between Ameri Holdings, Inc.

and Lone Star Value Investors, LP.

(filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2018 and

incorporated herein by reference).

First Amendment to the Ameri Holdings, Inc.

2015 Equity Incentive Award Plan.

(filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2018 and incorporated herein by reference).

Employment Letter, dated October 17, 2018, between Ameri and Partners Inc and Barry Kostiner (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 17, 2018 and incorporated herein by

Employment Agreement between Srinidhi “Dev” Devanur and the Company, effective December 11, 2018 (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 14, 2018 and incorporated herein

by reference).

Loan and Security Agreement, dated January 23, 2019, by and between (i) Ameri100 Arizona LLC, (ii) Ameri100 Georgia, Inc., (iii) Ameri100 California, Inc.

and (iv) Ameri and Partners, Inc.

and North Mill Capital LLC (filed as Exhibit

10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated herein by reference).

Revolving Credit Master Promissory Note, dated January 23, 2019 (filed as Exhibit 10.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated herein by reference).

Corporate Guaranty, dated January 23, 2019, by Ameri Holdings, Inc.

in favor of North Mill Capital LLC (filed as Exhibit 10.3 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated

herein by reference).

Security Agreement, dated January 23, 2019, by and between Ameri Holdings, Inc.

and North Mill Capital LLC (filed as Exhibit 10.4 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and

incorporated herein by reference).

Form of Guarantor Indemnification Agreement (filed as Exhibit 10.5 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 25, 2019 and incorporated herein by reference).

Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on September 20, 2019)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on November 25, 2019)

Form of Convertible Debenture (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed with the SEC on November 25, 2019)

Form of Exchange Agreement, by and among AMERI Holdings, Inc., Ameri100, Inc.

and each Converted Debt Holder* (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on January 13, 2020)

Note Purchase and Security Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on March 4, 2020)

Secured Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed with the SEC on March 4, 2020)

List of Subsidiaries.

Consent of Ram Associates, CPA.

Section 302 Certification of Principal Executive Officer

Section 302 Certification of Principal Financial and Accounting Officer

Section 906 Certification of Principal Executive Officer

Section 906 Certification of Principal Financial and Accounting Officer

The following materials from Ameri Holdings, Inc.’s Annual Report on Form 10-K for the twelve months ended December 31, 2017 are formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the

Consolidated Statements of Operations, (iii) the Consolidated Statement of Stockholders’ Equity (Deficit), (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to the Consolidated Financial Statements.

Filed herewith.

In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF AMERI HOLDINGS, INC.

AS OF DECEMBER 31, 2019 AND 2018 AND FOR THE YEARS THEN ENDED

Report of Independent Registered Public Accounting Firm

Form of Pre-Funded Warrant (issued in connection with January 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Form of Warrant (issued in connection with January 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Form of Warrant (issued in connection with February 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 11, 2021)

Form of Series B Warrant *

Secured Promissory Note, dated January 10, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

Amendment No.

1 to Secured Promissory Note, dated May 6, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

Amendment No.

2 to Secured Promissory Note, dated June 23, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

Amendment No.

3 to Secured Promissory Note, dated August 12, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

Securities Purchase Agreement, dated January 10, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

Amendment No.

2 to Securities Purchase Agreement, dated July 2, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

Amendment No.

3 to Securities Purchase Agreement, dated August 12, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

Assignment and Assumption Agreement (Non-U.S.

GVHD Sublicense), dated January 10, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and Tikun Olam IP Ltd.*

Amendment No.

1 to Assignment and Assumption Agreement (Non-U.S.

GVHD Sublicense), dated August 12, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and Tikun Olam IP Ltd.*

Amendment No.

2 to Assignment and Assumption Agreement (Non-U.S.

GVHD Sublicense and Skincare), dated October 2, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and Tikun Olam IP Ltd.*

Assignment and Assumption Agreement (U.S.

GVHD Sublicense and Skincare), dated January 10, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and TO Pharmaceuticals USA LLC*

Amendment No.

1 to Assignment and Assumption Agreement (U.S.

GVHD Sublicense and Skincare), dated August 12, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and TO Pharmaceuticals USA LLC*

Amendment No.

2 to Assignment and Assumption Agreement (U.S.

GVHD Sublicense and Skincare), dated October 2, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and TO Pharmaceuticals USA LLC*

License Agreement, dated January 10, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.*

Amendment No.

1 to License Agreement, dated August 12, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.*

Amendment No.

2 to License Agreement, dated October 2, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.*

10.17&dagger;

Employment Agreement, dated January 10, 2020, by and between the Company and David Johnson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

10.18&dagger;

Employment Agreement, dated December 2, 2020, by and between the Company and Avani Kanubaddi (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

10.19&dagger;

Employment Agreement, dated December 22, 2020, by and between the Company and Robert Wilkins (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Consulting Agreement, dated December 29, 2020, by and between the Company and Barry Kostiner (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Enveric Biosciences, Inc.

2020 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Form of RSU Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Form of Securities Purchase Agreement, dated January 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Form of Registration Rights Agreement, dated January 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Letter Agreement, dated January 11, 2021, by and between the Company and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Form of Securities Purchase Agreement, dated February 9, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 11, 2021)

Form of Registration Rights Agreement, dated February 9, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on February 11, 2021)

Subsidiaries*

Consent of independent registered public accountant.*

Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer*

Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Financial and Accounting Officer*

Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer, Principal Financial and Accounting Officer*

Instance Document*

Taxonomy Extension Schema*

Taxonomy Extension Calculation Linkbase Document*

Taxonomy Extension Definition Linkbase Document*

Taxonomy Extension Labels Linkbase Document*

Taxonomy Extension Presentation Linkbase Document*

management contract.

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

BIOSCIENCES, INC

David Johnson

and Chief Executive Officer (Principal Executive Officer)

to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ David Johnson

Chief Executive Officer and Chairman

David Johnson

(Principal Executive Officer)

/s/ John Van Buiten

Chief Financial Officer

John Van Buiten

(Principal Financial and Accounting Officer)

/s/ George Kegler

George Kegler

/s/ Sol Mayer

/s/ Marcus Schabacker

Marcus Schabacker

/s/ Douglas Lind

BIOSCIENCES, INC.

AND SUBSIDIARY

THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Report of Independent Registered Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statement of Changes in Stockholders’ Equity From December 31, 2017 to December 31, 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and December 31, 2018

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

AMERI Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ameri Holdings, Inc.

and subsidiaries (the Company) as of December 31, 2019 and 2018, and the related consolidated statements of operations,

comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Consolidated Statements of Operations and Comprehensive Loss

Statements of Changes in Shareholders’

Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED ACCOUNTING FIRM

the Stockholders and Board of Directors of

Biosciences, Inc.

and Subsidiary

on the Financial Statements

have audited the accompanying consolidated balance sheets of Enveric Biosciences, Inc.

and Subsidiary (the

“Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss,

changes in stockholders’

equity (deficit) and cash flows for each of the two years in the period ended December 31, 2020, and

the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of

its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting

principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Ram Associates

We have served as the Company’s auditor since 2015.

March 25, 2020.

AMERI HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Value of Common Stock Used in the Purchase of Intangible Assets

discussed in Note 5 to the financial statements, on October 2, 2020, the Company purchased skincare assets for an aggregate purchase

price of $1,944,689, which included cash consideration of $44,413 and the issuance of common stock, which was valued at $1,900,546.

the time of the transaction, the Company was a private company.

valuation of private company common stock requires significant judgment in weighting the various indicators of fair value.

The principals

and considerations to be applied include:

of value are those comparable transactions between informed, willing, buyers and sellers;

transaction must be orderly and not in a distressed situation;

the weight of observable inputs, where possible;

issued as the indicator of value must be similar or identical to the securities being valued;

of comparable transactions must be close to the valuation date

Consideration

as to whether the valuation of the technology is more indicative of the fair value of the assets acquired in comparison to the consideration

to the significance of the intangible assets to the Company’s financial statements and the inherent judgment necessary to estimate

the valuation of the common stock, we determined that the fair value of common stock used in the purchase of intangible assets was a

critical audit matter, which required significant auditor judgment and specialized skill and knowledge.

the Critical Audit Matter Was Addressed in the Audit

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included, but were not limited to, the following:

evaluated management’s process for the selection of the valuation methodology and the methods and significant assumptions used

by management;

the assistance of our valuation specialists, we evaluated the reasonableness of the valuation methodology used;

evaluated the reasonableness of the inputs subject to assumptions and verified the accuracy and completeness of those inputs to the

underlying transaction data utilized in the valuation of the common stock and verified;

performed sensitivity analyses of the significant assumptions used in the valuation model to evaluate the change in fair value resulting

from changes in the significant assumptions.

have served as the Company’s auditor since 2018.

BIOSCIENCES, INC.

AND SUBSIDIARY

BALANCE SHEETS

As of December 31,

Current assets:

Cash and cash equivalents

Accounts receivable

Other current assets

Prepaid expenses and other current assets

Total current assets

Other assets:

Property and equipment, net

Intangible assets, net

Deferred income tax assets, net

Total other assets

Intangible assets

Liabilities and Shareholders’

Equity (Deficit)

Current liabilities:

Line of credit

Accounts payable

Other accrued expenses

Current portion - long-term notes

Convertible notes

Consideration payable – cash

Consideration payable – equity

Dividend payable – Preferred stock

Total current liabilities

Long-term liabilities:

Warrant liability

Total long-term liabilities

Accounts payable and accrued liabilities

Advance from related party

Notes payable

Convertible notes payable

Total liabilities

Stockholders’ equity:

Preferred stock, $0.01 par value;

1,000,000 authorized, 424,938 and 420,720 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively

Common stock, $0.01 par value;

100,000,000 shares authorized, 2,522,095 and 1,693,165 issued and outstanding as of December 31, 2019 and December 31, 2018,

Commitments and Contingencies (Note 6)

Shareholders’

Equity (Deficit)

Preferred Stock, $0.01 par value, 20,000,000 shares authorized, 3,275,407 and 262,500 shares

issued and outstanding as of December 31, 2020 and December 31, 2019, respectively

Common stock, $0.01 par value, 100,000,000 shares authorized, 10,095,109 and 5,311,414 shares

issued and outstanding as of December 31, 2020 and December 31, 2019, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Total stockholders’ equity

Total liabilities and stockholders’ equity

See notes to the consolidated financial statements.

AMERI HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Twelve Months

Ended December 31,

Cost of revenue

Operating expenses:

Selling, general and administration

Depreciation and amortization

Acquisition related expenses

Changes in estimate for consideration payable

Impairment charges on goodwill and intangible assets

Operating expenses

Operating Income (loss):

(11,759,557 )

Accumulated other comprehensive loss

Total shareholders’

equity (deficit)

Total liabilities and shareholders’

equity (deficit)

accompanying notes are in integral part of these consolidated financial statements

BIOSCIENCES, INC.

AND SUBSIDIARY

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended December 31,

General and administrative expenses

Research and development

Loss from operations

Other expense

Extinguishment of note payable

Interest expense

Change in fair value of warrant liability

Total other income /(expenses)

Income (loss) before income taxes

Income tax benefit

Net Income (loss)

Dividend on preferred stock

Net (loss) attributable to common stock holders

Other comprehensive income/ (loss), net of tax:

Foreign exchange translation adjustment

Total comprehensive income (loss)

Comprehensive (loss) attributable to the Company

Comprehensive (loss) attributable to the non-controlling interest

Basic income (loss) per share

Diluted income (loss) per share

Basic weighted average number of shares

Diluted weighted average number of shares

See notes to the consolidated financial statements.

AMERI HOLDINGS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

DECEMBER 31, 2019

Preferred Stock

stockholders'

Balance at Dec 31, 2017

Net Loss for the period

Other comprehensive income (loss)

Warrants conversion to shares

Shares Issued as consideration for acquisition of Subsidiary (ATCG)

Shares Issued towards earnout

Stock, Option, RSU and Warrant Expense

Compensation to Directors

Conversion of Options

Shares issued - Private Placement

Isuue of Preference shares for Q1 and Q2 dividend

Shares Issued on seperation

LSV - Preferred Dividend

Balance at December 31, 2018

Balance at Dec 31, 2018

Net Loss for the period

Other comprehensive income (loss)

Shares Issued towards earnouts

Exercise of Warrants (PIPE series A&B)

Stock Compensation expenses

Preferred stock issued

Shares issued for Fraction shares on reverse split

Balance at December 31, 2019

See notes to the consolidated financial statements.

AMERI HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flow from operating activities

Net Income (loss)

Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities

Depreciation and amortization

Impairment on goodwill and Intangible assets

Provision for Preference dividend

Changes in fair value of warrants

Changes in estimate of contingent consideration

Stock, option, restricted stock unit and warrant expense

Foreign exchange translation adjustment

Provision for Income taxes ( net off deferred income taxes)

Loss on sale of fixed assets

Changes in assets and liabilities:

Increase (decrease) in:

Accounts receivable

Other current assets

Increase (decrease) in:

Accounts payable and accrued expenses

Net cash provided by (used in) operating activities

Cash flow from investing activities

Purchase of fixed assets

Acquisition consideration

Inducement expense

Total other expense

Other comprehensive loss

Foreign exchange loss

Comprehensive loss

$ (7,034,331 )

$ (2,417,340 )

Net loss per share - basic and diluted

Weighted average shares outstanding, basic and diluted

accompanying notes are in integral part of these consolidated financial statements

BIOSCIENCES, INC.

AND SUBSIDIARY

STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

THE YEARS ENDED DECMEBER 31, 2020 AND 2019

B Preferred Stock

Comprehensive

as of January 1, 2019

$ (2,484,208 )

Common stock issued

Warrants issued in conjunction

with notes payable

Shares issued in connection

with note extension

Stock based compensation

- stock options

Foreign exchange loss

as of December 31, 2019

$ (4,894,881 )

$ (1,811,601 )

as of January 1, 2020

$ (4,894,881 )

$ (1,811,601 )

September 2020 private

December 2020 private

Acquisition of Tikkun

Alpha financing and

conversion of Alpha Note, including Palladium shares

Exchange of warrants

for common shares

Conversion of related

party advance and notes payable

Common stock issued

for accounts payable

Warrants issued in conjunction

with notes payable

Beneficial conversion

feature issued with note payable

Common stock issued

in conjunction with note payable modification

Stock option expense

Conversion of Series

B preferred stock to common stock

Merger with Ameri Holdings,

Foreign exchange loss

as of December 31, 2020

$ (11,759,557 )

accompanying notes are in integral part of these consolidated financial statements

BIOSCIENCES, INC.

AND SUBSIDIARY

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

Cash Flows From Operating Activities:

$ (6,864,676 )

$ (2,410,673 )

Adjustments to reconcile net loss to cash used in operating activities:

Extinguishment of note payable

Accrued interest

Amortization of debt discount

Stock-based compensation

Inducement expense

Amortization of intangible assets

Change in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

Net cash used in operating activities

Cash Flows From Investing Activities:

Purchase of Tikkun Pharma license agreement

Net cash used in investing activities

Cash flow from financing activities

Proceeds from bank loan and convertible notes, net

Proceeds from Issue of debentures

Contingent consideration for acquisitions

Proceeds from issuance of common shares, net

Cash Flows From Financing Activities:

Proceeds from convertible notes payable

Proceeds from note payable, net of offering costs

Advances from related party

Offering and Reverse Merger proceeds

September 2020 private placement

December 2020 private placement

Repayment of note payable

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents as at beginning of the period

Cash at the end of the period

SUPPLEMENTAL DISCLOSURES:

Cash paid during the period for:

See notes to the consolidated financial statements.

AMERI HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2019

DESCRIPTION OF BUSINESS:

AMERI Holdings, Inc.

(“AMERI”, the “Company”, “we” or “our”) is a fast-growing company that, through the operations of its eleven subsidiaries, provides SAP TM cloud and digital enterprise services to clients worldwide.

Headquartered in Suwanee, Georgia, we typically go to market both vertically by industry and horizontally by product/technology specialties and provide

our customers with a wide range of business and technology offerings.

We work with customers, primarily within North America, to improve process, reduce costs and increase revenue through the judicious use of technology.

The Company earns

almost all of its revenue from North America.

The Company takes the position that all of its businesses operate as a single segment.

Reverse Stock Split

A 1-for-25 reverse share split of our outstanding common stock was effected on November 25, 2019 as approved by our Board of Directors and a majority of our shareholders.

The reverse share split reduced the

number of common shares issued and outstanding from approximately 62.8 million to 2.5 million as of December 31, 2019.

As such, all references to share and per share amounts in this Annual Report on Form 10-K have been retroactively restated to

reflect the 1-for-25 reverse share split, except for the authorized number of shares of our common stock and the par value per share, which were not affected.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Preparation.

The accompanying audited condensed consolidated financial statements have been prepared

by AMERI pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding annual financial reporting.

Certain information and note disclosures normally included in annual financial statements prepared in

accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented

is not misleading.

The accompanying audited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management,

are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented.

These financial statements should be read in conjunction with the audited financial statements and notes

Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments.

The Company takes the position that all of its businesses operate as a single segment.

The Company earns almost all of its revenue from North America.

Principles of Consolidation.

The consolidated financial statements

include the accounts of the Company and its wholly owned subsidiaries.

All intercompany transactions have been eliminated in the accompanying consolidated financial statements.

Use of Estimates.

The preparation of financial statements in conformity with U.S.

generally accepted accounting

principles (“GAAP”) require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during those reporting periods.

Actual results could differ from those estimates.

Revenue Recognition.

We recognize revenues as we transfer control of

deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled.

To recognize revenues, we apply the following five step approach:

(1) identify the contract with a

customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation

is satisfied.

We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is

We apply judgment in determining the customer’s ability and intention to pay based on a variety of factors including the customer’s historical payment experience.

For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation.

The selection of the method to measure progress towards completion

requires judgment and is based on the nature of the deliverables to be provided.

Revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services are recognized as the service is performed using

the cost to cost method, under which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs.

Revenues related to fixed-price application

maintenance, testing and business process services are recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered.

If our invoicing is not consistent with

value delivered, revenues are recognized as the service is performed based on the cost to cost method described above.

The cost to cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest

available information;

such estimates and changes in estimates involve the use of judgment.

The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any

anticipated losses on contracts are recognized immediately.

Revenues related to our time-and-materials, transaction-based or volume-based contracts are recognized over the period the services are provided either using an output method such as labor

hours, or a method that is otherwise consistent with the way in which value is delivered to the customer.

We assess the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists.

As a practical

expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less.

If the difference in timing arises for reasons other than the provision of

finance to either the customer or us, no financing component is deemed to exist.

The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive or provide

financing from or to customers.

We do not consider set up or transition fees paid upfront by our customers to represent a financing component, as such fees are required to encourage customer commitment to the project and protect us from early

termination of the contract.

Trade Receivables, Contract Assets and Contract Liabilities.

We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset.

A receivable is a

right to consideration that is unconditional (i.e., only the passage of time is required before payment is due).

For example, we recognize a receivable for revenues related to our time and materials and transaction or volume-based contracts

when earned regardless of whether amounts have been billed.

We present such receivables in “Trade accounts receivable, net” in our consolidated statements of financial position at their net estimated realizable value.

A contract asset is a

right to consideration that is conditional upon factors other than the passage of time.

Contract assets are presented in “Other current assets” in our consolidated statements of financial position and primarily relate to unbilled amounts on

fixed-price contracts utilizing the cost to cost method of revenue recognition.

Our contract liabilities, or deferred revenue, consist of advance payments and billings in excess of revenues recognized.

We classify deferred revenue as current or

noncurrent based on the timing of when we expect to recognize the revenues.

The noncurrent portion of deferred revenue is included in “Other noncurrent liabilities” in our consolidated statements of financial position.

Allowance for Doubtful Accounts.

We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected.

The allowance is based upon an

assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors.

We evaluate the collectability of our trade accounts receivable on an on-going basis and write off accounts

when they are deemed to be uncollectable.

Accounts Receivable.

We extend credit to clients based upon management’s assessment of their credit-worthiness

on an unsecured basis.

We provide an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis.

We include any balances that are determined to be uncollectible in allowance for doubtful

Warrant Liability :

The Company accounts for the warrants issued in connection with the July 25, 2018 Initial

Securities Purchase Agreement in accordance with the guidance on Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which provides that the Company classifies the warrant instrument as a liability

at its fair value and adjusts the instrument to fair value at each reporting period.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement

Effect of foreign exchange rate on cash

Net increase (decrease) in cash

Cash - beginning of period

Cash - end of period

Supplemental non-cash financing activities:

Beneficial conversion feature issued with note payable

Warrants issued in conjunction with notes payable

Common stock issued for accounts payable

Common stock issued in conjunction with note payable modification

Notes payable issued to consultant for prepaid services

Conversion of related party advances and notes payable into common stock

Common stock issued for skincare license

accompanying notes are in integral part of these consolidated financial statements

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

of operations

The fair value of warrants issued by the Company in connection with private placements of securities has been estimated using the warrants quoted market price.

Business Combinations.

We account for business combinations using the acquisition method, which requires the

identification of the acquirer, the determination of the acquisition date and the allocation of the purchase price paid by the acquirer to the identifiable tangible and intangible assets acquired, the liabilities assumed, including any

contingent consideration and any non-controlling interest in the acquiree at their acquisition date fair values.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to

identifiable intangible assets.

Identifiable intangible assets with finite lives are amortized over their useful lives.

Acquisition-related costs are expensed in the periods in which the costs are incurred.

The results of operations of acquired

businesses are included in our consolidated financial statements from the acquisition date.

Goodwill and Intangible Assets.

We evaluate goodwill and intangible assets for impairment at least annually, or

as circumstances warrant.

Goodwill is evaluated at the reporting unit level by comparing the fair value of the reporting unit with its carrying amount.

For purchased intangible assets, if our annual qualitative assessment indicates possible

impairment, we test the assets for impairment by comparing the fair value of such assets to their carrying value.

In determining the fair value, we utilize various estimates and assumptions, including discount rates and projections of future

If an impairment is indicated, a write down to the implied fair value of goodwill or fair value of intangible asset is recorded.

Long-lived assets, which include property, plant and equipment, and certain other assets to be held

and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable based on estimated future cash flows.

If this assessment indicates that the carrying values will not be

recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized based on the fair value of the asset.

Valuation of Contingent Earn-out Consideration.

Acquisitions may include contingent consideration payments based

on the achievement of certain future financial performance measures of the acquired company.

Contingent consideration is required to be recognized at fair value as of the acquisition date.

We estimate the fair value of these liabilities based

on financial projections of the acquired companies and estimated probabilities of achievement.

We believe our estimates and assumptions are reasonable, however, there is significant judgment involved.

We evaluate, on a routine, periodic basis,

the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of

Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions

with respect to the likelihood of achieving the various earn-out criteria.

Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results.

Stock-Based Compensation.

Stock-based compensation expense for awards of equity instruments to employees and

non-employee directors is determined based on the grant-date fair value of those awards.

We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award.

Forfeitures are estimated on the

date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.

Income Taxes.

We provide for income taxes utilizing the asset and liability method of accounting.

method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax

laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

If it is determined that it is more likely than not that future tax benefits associated with a deferred income tax asset will

not be realized, a valuation allowance is provided.

The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date.

Tax benefits earned on employee

stock awards in excess of recorded stock-based compensation expense are credited to additional paid-in capital.

Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as the

related interest.

Comprehensive Income (Loss).

Our comprehensive income (loss) consists of net income (loss) plus or minus any

periodic currency translation adjustments.

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU No.

2018-13, “Fair Value Measurement (Topic 820),

Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” .

This ASU removed the following disclosure requirements:

(1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair

value hierarchy;

(2) the policy for timing of transfers between levels;

and (3) the valuation processes for Level 3 fair value measurements.

Additionally, this update added the following disclosure requirements:

(1) the changes in

unrealized gains and losses for the period included in other comprehensive income and loss for recurring Level 3 fair value measurements held at the end of the reporting period;

(2) the range and weighted average of significant unobservable

inputs used to develop Level 3 fair value measurements.

For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity

determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

2018-13 will be effective for fiscal

years beginning after December 15, 2019 with early adoption permitted.

In June 2016, the FASB issued ASU No.

2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments” .

This ASU requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks.

available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment.

ASU 2016-13 limits the amount of credit losses to be recognized for

available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases.

ASU 2016-13 will be effective for

fiscal years beginning after December 15, 2019 with early adoption permitted , and requires adoption using a modified retrospective approach, with certain exceptions.

Based on the composition of the Company’s

investment portfolio as of September 30, 2019, current market conditions and historical credit loss activity, the adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

Additionally, for trade receivables, due to their short duration and the credit profile of the Company’s customers, the effect of transitioning from the incurred losses model to the expected losses model is not expected to be material.

New Standards to Be Implemented

In February 2016, the FASB issued ASU No.

Biosciences, Inc.

(“Enveric Biosciences, Inc.”, “Enveric”

or the “Company”)

(formerly known as Ameri Holdings, Inc.) (“Ameri”) is a pharmaceutical company developing innovative, evidence-based

cannabinoid medicines.

The head office of the Company is located in Naples, Florida.

January 10, 2020, the Company entered into an Amalgamation Agreement (as amended on May 6, 2020), (the “Amalgamation Agreement”)

with Jay Pharma Merger Sub, Inc., a company organized under the laws of Canada and a wholly owned subsidiary of the Company (“Merger

Sub”), Jay Pharma Inc., a company organized under the laws of Canada (“Jay Pharma”), Jay Pharma ExchangeCo.,

a company organized under the laws of British Columbia and a wholly owned subsidiary of the Company (“ExchangeCo”),

and Barry Kostiner, as the Company Representative, which provided that, among other things, Merger Sub and Jay Pharma would be

amalgamated and would continue as one corporation (“Amalco”), with Amalco continuing as a direct wholly owned subsidiary

of ExchangeCo and an indirect wholly owned subsidiary of Ameri, on the terms and conditions set forth in the Amalgamation Agreement.

On August 12, 2020, the Company, Jay Pharma and certain other signatories thereto entered into a tender agreement (the “Tender

Agreement”), which provided that, among other things, Ameri would make a tender offer (the “Offer”) to purchase

all of the outstanding common shares of Jay Pharma for the number of shares of Enveric common stock equal to the exchange ratio

set forth in the Tender Agreement, and Jay Pharma would become a wholly-owned subsidiary of Ameri, on the terms and conditions

set forth in the Tender Agreement.

The Tender Agreement terminated and replaced in its entirety the Amalgamation Agreement.

December 30, 2020, the Company, Jay Pharma, Merger Sub, and ExchangeCo consummated the Tender Agreement and Jay Pharma became

a wholly owned subsidiary of the Company.

The transaction was treated as a reverse acquisition and recapitalization and accordingly,

the historical financial statements prior to the date of the Business Combination in these consolidated financial statements are

those of Jay Pharma.

The transaction is further described in Note 7.

December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China.

Since then, COVID-19 has

spread to multiple countries, including the United States.

As the COVID-19 continues to spread in the United States, the Company

may experience disruptions that could severely impact the Company.

The global outbreak of COVID-19 continues to rapidly evolve.

The extent to which COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain

and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak,

travel restrictions and social distancing in the United States and other countries, business closures or business disruptions

and the effectiveness of actions taken in the United States to contain and treat the disease.

The Company is in process of monitoring

COVID-19’s potential impact on the Company’s operations.

Company has incurred continuing losses from its operations and as of December 31, 2020, had an accumulated deficit of $11,759,557

and working capital of $1,597,920.

Since inception, the Company’s operations have been funded principally through the issuance

of debt and equity.

January 14, 2021, the Company completed a registered direct offering of 2,221,458 shares of common stock at approximately $4.50

per share for gross proceeds of approximately $10,000,000.

On February 11, 2021, the Company completed a registered direct offering

of 3,007,026 shares of common stock for gross proceeds of approximately $12.8 million.

As of March 30, 2021, the Company

had cash on hand of approximately $22.9 million.

Company believes that, as a result of these transactions, it currently has sufficient cash and financing commitments to meet its

funding requirements.

Accordingly, management has since reevaluated the Company’s liquidity and financial condition and

determined that sufficient capital exists to sustain operations through one year from the issuance of these financial statements

and therefore substantial doubt has been alleviated.

Notwithstanding, the Company expects that it will need to raise additional

financing to accomplish its development plan over the next several years.

The Company will require additional funding through

debt or equity financing in the future.

If the Company is unable to obtain sufficient amounts of additional capital, it may be

required to reduce the scope of its planned development, which could impact its financial condition and operating results.

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF Significant Accounting Policies

of Presentation

accompanying consolidated financial statements have been prepared in accordance and in conformity with the accounting principles

generally accepted in the United States of America (“U.S.

GAAP”) and the applicable rules and regulations of the Securities

and Exchange Commission (the “SEC”) regarding consolidated financial information.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported.

By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes

in such estimates in future periods could be significant.

Significant areas requiring management’s estimates and assumptions

include determining the fair value of transactions involving common stock and the valuation of stock-based compensation.

results could differ from those estimates.

Currency Translation

reporting currency of the Company is the United States dollar.

The financial statements of companies located outside of the U.S.

are measured in their functional currency, which is the local currency.

The functional currency of the Company is the Canadian

Monetary assets and liabilities are translated using public exchange rates at the balance sheet date.

Income and expense

items are translated using average monthly exchange rates.

Shareholders’

equity accounts and non-monetary assets are translated

at their historical exchange rates.

Translation adjustments are included in accumulated other comprehensive loss in the accompanying

balance sheets.

and cash equivalents

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019.

Company has finite-lived intangible assets.

Finite-lived intangible assets are amortized over their estimated useful lives.

and development costs are expensed as incurred.

Following initial recognition of the finite-lived intangible asset, the asset

is carried at cost less any accumulated amortization.

Amortization of the asset begins when the asset is available for use.

is recorded in general and administrative expenses on the Company’s consolidated statement of operations.

The Company periodically

reviews its owned intangible assets for recoverability.

of Long Term Assets

The Company evaluates the carrying value

of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist.

An impairment charge is recognized when the asset’s carrying value exceeds its net undiscounted future cash flows and its fair

market value.

The amount of the charge is the difference between the asset’s carrying value and fair market value.

On February 25, 2016, FASB issued ASU 2016-02,

Leases (Topic 842).

This new standard replaces the existing guidance on leases and requires the lessee to recognize a

right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months.

For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating

leases, the lessee would recognize total lease expense on a straight-line basis.

This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018.

Upon adoption, entities will

be required to use a modified retrospective transition which provides for certain practical expedients.

Entities are required to apply the new standard at the beginning of the earliest comparative period presented.

Early adoption of this new

standard is permitted.

The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures.

The Company does not expect the requirement to recognize a right-of-use asset

and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position.

On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230):

Restricted Cash, which is intended to reduce diversity in the presentation of

restricted cash and restricted cash equivalents in the statement of cash flows.

This new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the

statement of cash flows.

As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows.

ASU 2016-18 is effective for annual periods

beginning after December 15, 2017 including interim periods within those fiscal years, but earlier adoption is permitted.

The Company does not believe the adoption of this new standard will have a material impact on its consolidated financial

In January 2017, the FASB issued ASU No.

2017-04, simplifying the Test for Goodwill Impairment.

Under this new standard, goodwill impairment would be measured as the amount

by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill.

This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair

value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.

This update is effective for annual periods beginning

after December 15, 2019, and interim periods within those periods.

Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017.

Based on the Company’s preliminary assessment of the

foregoing update, it does not anticipate such update will have a material impact its financial statements.

Standards Implemented

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230):

Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies

how companies present and classify certain cash receipts and cash payments in the statement of cash flows.

The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.

has implemented the above standard effective this quarter and has made the respective disclosures in Statement of Cash Flow.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),”

which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred, or services are provided to customers in an amount that reflects the

consideration to which the entity expects to be entitled to in exchange for those goods or services.

This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue

and cash flows arising from contracts with customers.

In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance

ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods.

In April 2016, the FASB issued ASU 2016-10, “Revenue from

Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing.” The guidance is applicable from the date of applicability of ASU 2014-09.

This ASU finalizes the amendments to the guidance on the new revenue standard on

the identification of performance obligations and accounting for licenses of intellectual property.

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of

applicability of ASU 2014-09.

This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize

In May 2016, FASB issued ASU No.

2016-12, “Narrow-Scope Improvements and Practical Expedients”.

This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09.

The company has

implemented the above standard.

EQUITY TRANSACTIONS:

Private Offering

On July 25, 2018, we entered into a securities purchase agreement (the “Initial Securities Purchase Agreement”) with certain institutional and accredited investors

(“Initial Purchasers”) for the sale of 200,000 shares of our common stock (“Initial Shares”) and warrants to purchase a total of 160,000 shares (“Initial Warrant Shares”) of our common stock (“Initial Purchaser Warrants”) for total

consideration of approximately $6,000,000 (“Initial Investment”).

On July 30, 2018, we issued an aggregate of 130,000 of the Initial Shares to the Initial Purchasers, with the remaining Initial Shares to be issued pursuant to pre-funded

Warrants, subject to adjustment.

The $6,000,000 purchase price paid by the Initial Purchasers on July 30, 2018 represents the entire purchase price for the Initial Shares and the Initial Purchaser Warrants (excluding the exercise price to be

paid upon the exercise of Initial Purchaser Warrants), including upon the issuance of additional Shares (through the adjustment of a pre-funded warrant) and for additional Warrant Shares issuable upon the occurrence of certain events described

On August 21, 2018, we entered into a second securities purchase agreement (the “Second Securities Purchase Agreement”, and together with the Initial Securities Purchase

Agreement, the “Purchase Agreements”) with an accredited investor (the “Additional Purchaser”, and with the Initial Purchaser, the “Purchasers”) for the sale of 20,017 shares of our common stock, via a pre-funded warrant due to share issuance

limitations (the “Additional Shares”, and with the Initial Shares, the “Common Stock”), and warrants to purchase 16,013 shares (the “Additional Warrant Shares”, and with the Initial Warrant Shares, the “Warrant Shares”) of our common stock (the

“Additional Purchaser Warrants”, and with the Initial Purchaser Warrants, the “Purchaser Warrants”) for gross proceeds of approximately $600,000 (the “Additional Investment”).

The Additional Investment was made in connection with, and

substantially on the same terms and using the same forms as, the private placement of the Initial Shares and Initial Purchaser Warrants (such private placement and the Additional Investment, the “Private Placement”).

The $600,000 purchase

price paid by the Additional Purchaser on August 21, 2018 represents the entire purchase price for the Additional Shares and the Additional Purchaser Warrants (excluding the exercise price to be paid upon the exercise of Additional Purchaser

Warrants), including upon the issuance of additional Shares (through the adjustment of a pre-funded warrant, all pre-funded warrants with the Purchaser Warrants, the “Warrants”) and for additional Warrant Shares issuable upon the occurrence of

certain events described below.

The initial price per share of Common Stock equaled $30 and the initial per share exercise price of the Purchaser Warrants equaled $40.

The per share purchase price and

the exercise price were subject to adjustment as described below.

The Initial Purchaser Warrants are immediately exercisable, subject to ownership limitations described below, and expire five years after the date of issuance.

Purchaser Warrants are exercisable on a cashless basis six months after the issuance date if there is no effective registration statement registering the resale of the shares underlying the Initial Purchaser Warrants.

The Additional Purchaser

was not issued any shares at the closing of the Additional Investment, due to Nasdaq stock issuance limitations at the time of closing, but the Additional Shares will be issued upon the exercise of a pre-funded warrant for no additional

consideration to the Company.

The Additional Purchaser Warrants and the Additional Purchaser’s pre-funded warrant are currently exercisable, subject to ownership limitations described below, and expire five years after the date of issuance.

Warrants contain provisions for the adjustment of the number of shares issuable upon the exercise of the warrant and of the exercise price in the event of stock dividends, splits, mergers, asset sales, tender or exchange offers,

reclassifications, reorganizations or recapitalizations, combinations, or the like.

The per share purchase price (through the pre-funded Warrants) and Warrant exercise price was automatically adjusted lower (the “Price Adjustment”) to 80% (with respect to

the purchase price of the Common Stock) and 110% (with respect to the exercise price of the Warrants) of the lowest of the average daily prices on the 6 trading days following each of:

(i) the date our stockholders approved the Private

Placement transaction (such approval was obtained on September 27, 2018) and (ii) the date a registration statement covering the resale of securities being issued in the Private Placement was declared effective by the Securities and Exchange

Commission (the “SEC”) (such registration statement on Form S-1, file no.

333-227011, was declared effective on October 23, 2018 (the “Effective Registration”)).

Due to the Price Adjustment, the lowest purchase price of $0.29 for the Common

Stock issued at closing under the Purchase Agreements and pursuant to the pre-funded Warrants was achieved, and all 910,345 shares registered under the Effective Registration as issued or issuable under the Purchase Agreements and pursuant to

the pre-funded Warrants were issued to the selling stockholders.

In addition, the exercise price of the Purchaser Warrants was subject to the Price Adjustment, which has resulted in 901,766 shares of common stock being issuable under the

Purchaser Warrants when exercised.

The Purchaser Warrants have been fully adjusted and neither the exercise price or the number of shares issuable under such warrants are subject to further adjustment, except pursuant to typical anti-dilution

In accordance with the exercise provisions of the Purchaser Warrants, the 901,766 shares issuable under the Purchaser Warrants following the full Price Adjustment was

determined by holding constant the aggregate exercise price of $7,040,534.40 for the Purchaser Warrants at the time of closing of the Private Placement (which was calculated based on 176,013 total Purchaser Warrants at the closing date

multiplied by the exercise price of $40, which equals $7,040,534.40), and then dividing the $7,040,534.40 aggregate exercise price by the post-Price Adjustment exercise price of $7.81 to get 901,766 shares.

Under the terms of all of the Warrants, a selling stockholder may not exercise Warrants to the extent such exercise would cause such selling stockholder, together with its

affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such

determination shares of common stock issuable upon exercise of the Warrants which have not been exercised.

In addition, the Warrants have transaction-specific anti-dilution provisions.

The Company has allocated the aggregate gross proceeds received to the Purchaser Warrants, the Initial Shares issued and the pre-funded warrants.

Due to the reset features

present in the Purchaser Warrants along with the existence of down-round protection in the event of future financing transactions at lower prices, the Purchaser Warrants were determined to be derivative financial instruments and therefore, have

been recorded as a liability (“Warrant Liability”) in the accompanying consolidated balance sheets.

The Purchaser Warrants were initially recorded at fair value with fair value determined utilizing a Black-Scholes option pricing model with the

following assumptions:

expected term of 5 years;

expected volatility of 111.8%;

risk free interest rate of 2.37% and an expected dividend yield of zero.

The calculated aggregate fair value of $1,429,000 was reflected as Warrant Liability.

remaining proceeds received under the Purchase Agreements were allocated to the Initial Shares and pre-funded warrants and recorded within stockholder’s equity.

The fair value of the Purchaser Warrants was reassessed to reflect the Price

Adjustment and number of shares issuable upon exercise.

The resulting increase in the fair value of the Purchaser Warrants of $2,760,819 was reflected as “Changes in Fair Value of Warrant Liability” within the accompanying consolidated

statements of comprehensive income (loss) during the year ended December 31 2018.

For the sixth months ended June 30 2019, the Purchaser Warrants were reassessed to reflect the Price Adjustment and number of shares issuable upon exercise.

resulting increase in the fair value of the Purchaser Warrants of $61,715 was reflected as “Changes in Fair Value of Warrant Liability” within the accompanying consolidated statements of operations and comprehensive income (loss).

the sixth months ended June 30, 2019, the Company issued 271,972 shares upon the exercise of certain Purchaser Warrants and received net cash proceeds of $2,123,425,

On September 19, 2019, the Company and each of the Purchasers entered into separate amendment and exchange agreements (the “Exchange Agreements”), pursuant to which the Company agreed to issue

to the Purchasers an aggregate of 409,365 shares of Common Stock (the “Exchange Shares”) in exchange for the cancellation and termination of all of the outstanding Purchaser Warrants (the “Exchange”).

The Company also agreed to grant to the

Purchasers certain participation rights in future financings for a period of twelve (12) months.

In connection with the Exchange, the Company recognized an additional charge of $733,470 reflecting an adjustment to the fair value of the

Purchaser Warrants.

The remaining Warrant Liability at the time of the Exchange of $4,984,573 was reclassified to Stockholder’s Equity.

As of December 31, 2019, there are no Purchaser Warrants outstanding.

2018 Preferred Stock Amendment

On June 22, 2018, we entered into an Amendment Agreement with Lone Star Value Investors, LP (“LSV”), pursuant to which we and LSV agreed to the amendment and restatement of

the certificate of designations (the “Amendment”) for our Series A Preferred Stock (the “Series A Preferred”) and the issuance of warrants (the “Amendment Warrants”) for the purchase of 200,000 shares of our common stock to holders of the

Series A Preferred (the “Warrant Issuance”), provided that the Amendment and the Warrant Issuance were subject to approval by our stockholders at our 2018 annual meeting of stockholders (the “2018 Annual Meeting”).

As the Amendment and the Warrant Issuance were approved by our stockholders at the 2018 Annual Meeting, the Amendment, was filed with the Delaware Secretary of State

following stockholder approval, providing for, among other things:

the payment of the March 31, 2018 dividend payment in-kind in shares of Series A Preferred;

elimination of any prior default in respect of non-payment of accrued dividends through the filing effective date of the Amendment (the “Effective Date”);

payment in-kind in shares of Series A Preferred of dividends for all dividend periods from April 1, 2018 through March 31, 2020 at a rate of 2% per annum of the liquidation preference (the “Adjusted Rate”);

commencing April 1, 2020, we will pay cash dividends per share at a rate per annum equal to the Adjusted Rate multiplied by the liquidation preference;

provided, however, dividends for periods ending after April 1, 2020 may be

paid at the election of our Board of Directors in-kind through the issuance of additional shares of Series A Preferred for up to four dividend periods in any consecutive 36-month period, determined on a rolling basis.

In addition, the Amendment revised the change of control definition to mean a change in control of at least 70% of the voting power of all shares of stock of the Company

and clarified that a change of control shall not be deemed to be a dissolution, liquidation or winding up of the Company.

The Amendment also eliminated voting rights with respect to the authorization, creation or issuance of any securities

ranking senior or equal to the Series A Preferred.

Following our 2018 Annual Meeting, promptly following the effectiveness of the Amendment, the Company issued an aggregate of 15,325 shares of our Series A Preferred to holders of our Series A Preferred, on a pro rata basis, as payment of accrued in-kind dividends owed on such preferred stock and

completed the Warrant Issuance to holders of the Series A Preferred at such time.

The Amendment Warrants are only exercisable for cash, with an exercise price of $1.50 per share, for five years from the date of issuance.

In the event that the closing

price of our common stock is $2.00 or higher for ten trading days out of a fifteen consecutive trading day period, the Company shall have the option, in its sole discretion, to elect to accelerate the termination date of the Amendment Warrants

to such date that is 30 days (or more, in the Company’s sole discretion) following the date of such election.

Following such accelerated termination date, any unexercised Amendment Warrants shall automatically be canceled without any further

obligations on the part of the Company or the holders of such Amendment Warrants.

The Amendment Warrants were valued utilizing a Black-Scholes option pricing model with the following assumptions:

expected term of 5 years;

expected volatility of

risk free interest rate of 2.37% and an expected dividend yield of zero.

The calculated aggregate fair value of $1,712,000 was reflected within stockholders’ equity as a dividend paid to the Series A Preferred stockholders and also

reflected as an adjustment to income available to common stockholders for calculation of net income (loss) per common share for year ended December 31, 2018.

BUSINESS COMBINATIONS:

Acquisition of Ameri Georgia

On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia, which specializes in SAP software, business intelligence, data

warehousing and other enterprise resource planning services.

Following the acquisition, the name of Bellsoft, Inc.

was changed to Ameri100 Georgia Inc.

Ameri Georgia has operations in the United States, Canada and India.

The total purchase price of $9.9 million was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from

the acquired list of Ameri Georgia customers over a period of three years, and goodwill.

The excess of total purchase price over the net working capital and intangibles allocations has been allocated to goodwill.

On January 17, 2018, we completed all payment obligations to the former shareholders of Ameri Georgia in connection with the Ameri Georgia share purchase agreement, and we have no further

payment obligations pursuant thereto.

Acquisition of Bigtech Software Private Limited

On June 23, 2016, we entered into a definitive agreement to purchase Bigtech Software Private Limited (“Bigtech”), a pure-play SAP services company providing a wide range of SAP services

including turnkey implementations, application management, training and basis ABAP support.

Based in Bangalore, India, Bigtech offers SAP services to improve business operations at companies of all sizes and verticals.

The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000, consisting of:

A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid on September 22, 2016;

Warrants for the purchase of 2,040 shares of our common stock (valued at approximately $250,000 based on the $162.75 closing price of our common stock on the closing date of the acquisition), with such warrants exercisable for

The former shareholders of Bigtech exercised such warrants in full and were issued shares of common stock as of July 5, 2018;

$255,000 payable in cash earn-outs to the sellers of Bigtech, if Bigtech achieved certain pre-determined revenue and EBITDA targets in 2017 and 2018.

On October 4, 2018, we issued an aggregate of 2,903 shares of common stock to

the former shareholders of Bigtech in satisfaction of an earn-out owed to them.

As of October 4, 2018, we had resolved all remaining payments under the Bigtech purchase agreement and we have no

further payment obligations pursuant thereto.

Bigtech’s financial results are included in our condensed consolidated financial results starting July 1, 2016.

The Bigtech acquisition did not constitute a significant

acquisition for the Company for purposes of Regulation S-X.

The valuation of Bigtech was made on the basis of its projected revenues.

Acquisition of Virtuoso

On July 22, 2016, we acquired all of the outstanding membership interests of Virtuoso, L.L.C.

(“Virtuoso”), a Kansas limited liability company , pursuant to the terms of an Agreement of Merger and Plan of Reorganization, by and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and the sole member of Virtuoso (the “Sole Member”) .

Virtuoso is an SAP consulting firm specialized in providing services on SAP S/4 HANA finance, enterprise mobility and cloud migration and is based in Leawood, Kansas.

connection with the merger, Virtuoso’s name was changed to Ameri100 Virtuoso Inc.

The Virtuoso acquisition did not constitute a significant acquisition for the Company for purposes of Regulation S-X.

The total purchase price of $1.8 million was allocated to intangibles of $0.9 million, taking into consideration projected revenue from the acquired list of Virtuoso

customers over a period of three years, and the balance was allocated to goodwill.

The Virtuoso earn-out payments for 2016 amounted to $0.06 million in cash and 496 shares of common stock, which were delivered to the Sole Member during the

twelve months ended December 31, 2017.

As of January 23, 2018, we had resolved all remaining payments under the Virtuoso merger agreement with the Sole-Member and we have no further payment obligations pursuant thereto.

Acquisition of Ameri Arizona

On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C.

(“Ameri Arizona”), an Arizona limited liability company, pursuant to the terms of a Membership

Interest Purchase Agreement by and among us, Ameri Arizona, all of the members of Ameri Arizona, Giri Devanur and Srinidhi “Dev” Devanur, our former President and Chief Executive Officer and current Executive Chairman, respectively.

2017, the name of DC&M Partners, L.L.C.

was changed to Ameri100 Arizona LLC.

Ameri Arizona is an SAP consulting company headquartered in Chandler, Arizona.

Ameri Arizona provides its clients with a wide range of information technology

development, consultancy and management services with an emphasis on the design, build and rollout of SAP implementations and related products.

The aggregate purchase price for the acquisition of Ameri Arizona was $15.8 million, consisting of:

A cash payment in the amount of $3,000,000 at closing;

64,000 shares of our common stock (valued at approximately $10.4 million based on the $162.75 closing price of our common stock on the closing date of the acquisition), which were to be issued on July 29, 2018 or upon a change of

control of our company (whichever occurred earlier).

At the election of the former members of Ameri Arizona, in lieu of receiving shares of our common stock, each former member was entitled to receive a cash payment of $60 per

Earn-out payments of $1,500,000 payable in cash each year to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017 and 2018.

The total purchase price of $15.8 million was allocated to intangibles of $5.4 million, taking into consideration projected revenue from the acquired list of Ameri Arizona customers over a

period of three years, and the balance was allocated to goodwill.

In August 2018, the Company resolved the payment of all earn-out payments to the former members of Ameri Arizona pursuant to the Ameri Arizona

membership interest purchase agreement, and the Company has no further payment obligations with respect to any Ameri Arizona earn-out .

As of July 29, 2018, two former members of Ameri Arizona

properly elected to receive an aggregate of $2,496,000 in cash in lieu of stock and such payment was due on or about September 28, 2018.

The Company has not yet paid such cash payments (which represent deferred purchase price for Ameri

Arizona) and company has negotiated for deferred payment terms with the two former members of Ameri Arizona who elected such cash payments.

On July 30, 2018, we issued 22,400 shares of common stock to the remaining former member of Ameri

Arizona who had not elected to receive cash in lieu of stock.

Such former member has asserted that he had properly elected to receive cash instead of stock prior to the deadline for such election.

has entered into a settlement agreement, dated February 4, 2019, in which the Company paid an amount of $200,000 to such member in four equal monthly installments starting from February 2019 and ending in May 2019, which settled such dispute

in its entirety.

Acquisition of Ameri California

On March 10, 2017, we acquired 100% of the shares of ATCG Technology Solutions, Inc.

(“Ameri California”), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among

the Company, Ameri California, all of the stockholders of Ameri California (the “Stockholders”), and the Stockholders’ representative.

In July 2017, the name of ATCG Technology Solutions, Inc.

was changed to Ameri100 California Inc.

California provides U.S.

domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California.

Ameri California specializes in providing SAP Hybris, SAP Success Factors and business intelligence services.

The aggregate purchase price for the acquisition of Ameri California was $8.8 million, consisting of:

23,077 shares of our common stock, valued at approximately $3.8 million based on the closing price of our common stock on the closing date of the acquisition;

Unsecured promissory notes issued to certain of Ameri California’s selling stockholders for the aggregate amount of $3,750,000 (which notes bear interest at a rate of 6% per annum and mature on June

Earn-out payments in shares of our common stock (up to an aggregate value of $1.2 million worth of shares) to be paid, if earned, in each of 2018 and 2019 based on certain revenue and earnings before

interest taxes, depreciation and amortization (“EBITDA”) targets as specified in the purchase agreement.

We have determined that the earn-out targets for each year have been fully achieved, and 11,334 shares of common stock were

issued in 2018 in respect of the 2017 earn-out period and $605,000 worth of common stock was issued in January 2019 in respect of the 2018 earn-out period;

An additional cash payment of $0.06 million for cash that was left in Ameri California at closing.

The total purchase price of $8.8 million was allocated to intangibles of $3.8 million, taking into consideration projected revenue from the acquired list of Ameri California customers over a

period of three years, and goodwill.

The excess of total purchase price over the intangibles allocation has been allocated to goodwill.

In August 2018, we repaid all of the unsecured promissory notes issued to the Ameri California selling stockholders and we have no further payment obligations pursuant

Presented below is the summary of the foregoing acquisitions:

Allocation of purchase price in millions of U.S.

Asset Component

Ameri Georgia

Ameri Arizona

Intangible Assets

Working Capital

Current Assets

Accounts Receivable

Current Liabilities

Accounts Payable

Accrued Expenses & Other Current Liabilities

Net Working Capital Acquired

Total Purchase Price

As of the date of this report the Company owed an aggregate of $1,000,000 in consideration payable in cash, including contingent consideration payable, for its acquisitions.

INTANGIBLE ASSETS:

The Company’s intangible assets primarily consists of the customer lists it acquired through various acquisitions.

We amortize our intangible assets that have finite lives

using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized.

Amortization expense was $2.3 million and $2.9 million during the years ended

December 31, 2019 and December 31, 2018, respectively.

This amortization expense relates to customer lists which expire through 2022.

During the year ended December 31, 2019 and December 31, 2018, we determined, based upon the results of our annual goodwill impairment testing as further described in Note

6, that a triggering event had occurred with respect to certain customer lists contained in the reporting units where goodwill impairment was determined to have occurred, and recorded an impairment charge of $0 million and $0.9 Million

respectively.

The determination of the fair value of intangible assets requires significant inputs, judgments and estimates.

These fair value measurements, and related inputs, are considered to be Level 3 measures under the fair value hierarchy

as further described in Note 16.

There were no triggering events during the year ended December 31, 2019.

Components of intangible assets were as follows, as of December 31:

Gross Carrying

Customer lists

Total intangible assets:

Our future amortization schedule is as follows:

Year ending December 31,

Goodwill represents the excess of the aggregate purchase price of an acquisition over the fair value of the net assets acquired in the businesses combination.

was comprised of the following amounts for each of our acquisitions which we have deemed to be separate reporting units for purposes of evaluating our goodwill for impairment:

Ameri Arizona

Ameri Georgia

Ameri California

During the year ended December 31, 2019 we performed our annual impairment testing which resulted no impairment charegs for the year.

However during the year ended December

31, 2018, as a result of performing our annual impairment testing, we recorded impairment charges amounting to $8.2 million as a result of our impairment testing.

The full goodwill impairment on Virtuoso, Bigtech and Ameri Consulting Service

Ltd, and the partial goodwill impairment on Ameri Arizona were primarily driven by declines in estimated future cash flows to be generated by the reporting units as these reporting units that have experienced declining cash flows that what

were expected at the time of each acquisition.

The determination of the fair value of a reporting unit requires significant inputs, judgments and estimates.

These fair value measurements, and related inputs, are considered to be Level 3

measures under the fair value hierarchy as further described in Note 16.

SHARE-BASED COMPENSATION:

On April 20, 2015, our Board of Directors 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”).

The Plan allows for the issuance of up to 160,000 shares of our common stock for award grants.

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.

We believe that an adequate reserve of shares available for issuance under the Plan is necessary

to enable us to attract, motivate and retain key employees and directors and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growth of our

We have not granted any options or restricted stock units (“RSUs”), pursuant to the Plan with respect to the twelve months ended December 31, 2019.

Total share-based compensation expense for the years ended December 31, 2019 and December 31, 2018 was $1.2 million and $0.6 million, respectively.

The unamortized share

based compensation expenses is $0.07 million which will be amortized by end of 2021.

EQUITY COMPENSATION PLANS:

The following table sets forth information regarding our equity compensation plans as of December 31, 2019:

Shares of Stock

Equity compensation plan total shares

Cancelled/expired

Balance outstanding as at December 31, 2015

Balance available under the plan as at December 31, 2015

Cancelled/expired

Balance outstanding as at December 31, 2016

Balance available under the plan as at December 31, 2016

Cancelled/Expired

Balance outstanding as at December 31, 2017

Balance available under the plan as at December 31, 2017

New pool added

Cancelled/expired

Balance available under the plan as at December 31, 2018

New pool added

Cancelled/expired

Balance available under the plan as at December 31, 2019

The company issued and valued options using the Black-Scholes model for all 2017 issuances with the following significant assumptions –

Expected term of 3.25 years.

Expected volatility of 111.8%.

Risk-free interest rate of 0.57%.

Expected dividend yield of 0%.

Below is a table summarizing the Company’s outstanding warrants for the years ended December 31, 2019 :

Weighted Average,

This update will require organizations that lease assets to recognize on the balance sheet the assets and

liabilities for the rights and obligations created by those leases.

The new guidance will also require additional disclosures

about the amount, timing and uncertainty of cash flows arising from leases.

On January 1, 2020, the Company adopted this ASU,

which did not have a material impact on the Company’s financial position and results of operations.

Company utilizes an asset and liability approach for financial accounting and reporting for income taxes.

The provision for income

taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of

taxable income.

Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of

the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected

Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than

not that some portion or all the deferred tax assets will not be realized.

Management makes judgments as to the interpretation

of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities.

In management’s

opinion, adequate provisions for income taxes have been made.

If actual taxable income by tax jurisdiction varies from estimates,

additional allowances or reversals of reserves may be necessary.

benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely

to be realized upon settlement.

A liability for “unrecognized tax benefits”

is recorded for any tax benefits

claimed in the Company’s tax returns that do not meet these recognition and measurement standards.

As of December 31,

2020 and December 31, 2019, no liability for unrecognized tax benefits was required to be recorded.

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF Significant Accounting Policies, continued

Taxes, continued

Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component

of operating expenses.

There were no amounts accrued for penalties and interest for the years ended December 31, 2020 and 2019.

The Company does not expect its uncertain tax positions to change during the next twelve months.

Management is currently unaware

of any issues under review that could result in significant payments, accruals or material deviations from its position.

Company has identified its United States and Canadian federal tax return, its state and provincial tax returns in Florida and

Ontario, CA as its “major”

tax jurisdictions.

The Company is in the process of filing its corporate tax returns for

the years ended December 31, 2020 and December 31, 2019.

Net operating losses for these periods will not be available to reduce

future taxable income until the returns are filed.

Company follows Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation, which addresses

the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method.

Awards of shares for property or services are recorded at the more readily measurable of the estimated fair value of the stock

award and the estimated fair value of the service.

The Company uses the Black-Scholes option-pricing model to determine the grant

date fair value of stock-based awards under ASC 718.

The estimated fair value is amortized as a charged to earnings on a straight-line

basis depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to

The Company records the grant date fair value in line with the period over which it was earned.

For employees and

consultants, this is typically considered to be the vesting period of the award.

The Company estimates the expected forfeitures

and updates the valuation accordingly.

Loss per Share

net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during

Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential

common shares outstanding during the period.

Potential common shares consist of the incremental common shares issuable upon the

exercise of stock options and warrants (using the treasury stock method) and convertible notes.

The computation of basic net loss

per share for the years ended December 31, 2020 and 2019 excludes potentially dilutive securities.

The computations of net loss

per share for each period presented is the same for both basic and fully diluted.

dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because

the effect of their inclusion would have been anti-dilutive.

For the year ended December 31, 2020

For the year ended December 31, 2019

Warrants to purchase shares of common stock

Convertible notes

Series B Preferred Stock

Options to purchase shares of common stock

Total potentially dilutive securities

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which at times, may exceed the Federal depository insurance coverage of $250,000.

The Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such accounts.

carrying value of the Company’s financial instruments, including cash and accounts payable, notes payable and convertible

notes payable, approximate fair value because of the short-term nature of such financial instruments.

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF Significant Accounting Policies, continued

Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial

statements were issued.

Other than as described in these financial statements, the Company did not identify any

events that would have required adjustment to or disclosure in the financial statements.

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

of December 31, 2020 the Company had no notes payable or convertible notes payable.

of December 31, 2019, the Company’s notes payable and convertible notes payable consisted of the following:

February 2019 Note

March 2019 Note

April 2019 Convertible Notes

July 2019 Note

December 2019 Note

Notes payable

Convertible notes payable

the years ended December 31, 2020 and 2019, interest expense and amortization of debt discount consisted of the following:

For the Year Ended December 31,

Interest Expense

Amortization of Debt Discount

Interest Expense

Amortization of Debt Discount

February 2019 Note

April 2019 Convertible Notes

July 2019 Note

December 2019 Note

February 2020 Note

February 7, 2019, the Company received $60,000 in exchange for a promissory note with a director for $66,000, including an original

issue discount of $6,000 (the “February 2019 Note”).

The note had no stated interest rate and was due on May 8, 2019.

The Company amortized the full $6,000 original issue discount in the statement of operations and comprehensive loss through December

On July 21, 2020, the Company converted the February 2019 Note into common stock, as further described in Note 6.

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, CONTINUED

Payable, continued

February 1, 2019, the Company entered into a consulting agreement with its former executive director.

In connection with the consulting

agreement, on March 5, 2019, the Company issued a note payable to its former executive director for $150,000 (the “March

2019 Note”).

The note had no interest and was due and payable on March 4, 2020.

The consulting agreement expired on February

On July 21, 2020, the Company converted the March 2019 Note into common stock, as further described in Note 6.

July 8, 2019, the Company entered into a note agreement (the “July 2019 Note”) with a limited liability company (the

“Lender”).

One of the principals of the Lender is the brother of a former member of the Company’s Board of Directors.

The Note’s face value was $157,714 and the original issue discount was $19,714 for total gross proceeds of $138,000, implying

an interest rate of 12.5% per annum.

The Company could, without premium or penalty, at any time and from time to time, prepay

all or any portion of the Note.

The maturity date of the Note was September 8, 2019.

On September 20, 2019, the Company entered

into an amendment to the July 2019 Note (the “Amendment”).

The Amendment extended the maturity date for the Note until

the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) November 7, 2019.

21, 2019, the Company entered into an amendment for the July 2019 Note that extended the maturity date for the Note until the

earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b) December 9, 2019.

In consideration

for this amendment, the Company agreed to pay an aggregate extension fee of $33,926, which was added to the principal balance

On December 9, 2019, the Company entered into an additional amendment for the July 2019 Note that extended the maturity

date for the Note until the earlier of (a) the completion of a bridge financing of greater than or equal to $1,500,000, or (b)

January 7, 2020.

The Company also agreed to pay the previously outstanding extension fees of $33,926 on or before March 1, 2020.

January 8, 2020 the Company entered into an amendment to the July 2019 Note (the “January 8 Amendment”).

8 Amendment extended the maturity date for the July 2019 Note until the (a) the completion of a bridge financing of greater than

or equal to $1,500,000, or (b) April 1, 2020.

In consideration for the January 8 Amendment, the Company granted 55,000 shares

of the Company’s common stock to the Lender.

The Company accounted for this amendment as a modification, where the shares

paid as a fee were valued at $45,725 and recorded as a discount against the note payable and amortization over the term.

6, 2020, the Company entered into an amendment (the “May 2020 Amendment”) whereby both parties agreed to extend the

maturity date of the July 2019 Note to September 30, 2020.

The Company accounted for this amendment as a modification, as the

present value of the future cash flows pre-modification and post-modification were not greater than or equal to 10%.

12, 2020, the Company repaid $157,714 of the July 2019 Note.

On December 31, 2020 the Company paid the remaining unpaid balance.

December 12, 2019, the Company received $40,000 in exchange for a promissory note with a lender, including an original issue discount

of $4,000 (the “December 2019 Note”).

The December 2019 Note bore interest at a rate of ten percent (10%) on its

face value per annum.

In the case of an event of default, the interest rate would increase to 24% per year.

The December 2019

Note matured on January 31, 2020.

The promissory note with the lender and the Company was converted into 170,333 shares of

common stock on December 30, 2020.

February 24, 2020, the Company received $50,000 in exchange for a promissory note with a lender (the “February 2020 Note”).

The February 2020 Note bore interest at a rate of 10% on its face value per annum.

In the case of an event of default, the interest

rate would increase to 24% per year.

The note matured on July 31, 2020.

The February 2020 Note was convertible into the Company’s

common stock at any time at a conversion price of $0.38 per share.

The Company recorded a beneficial conversion feature of $17,851

and valued the warrants issued (using relative fair value) at $32,149.

The Company recorded the total value as a note discount

and is amortizing the discount over the term of the February 2020 Note using the effective interest method.

The Company valued

the beneficial conversion feature and warrants using the following assumptions:

Beneficial Conversion Feature

Exercise Price

Weighted Average,

Remaining term

Warrants Outstanding at December 31, 2014

Warrants Outstanding at December 31, 2015

Warrants Outstanding at December 31, 2016

Warrants Outstanding at December 31, 2017

Warrants Outstanding at December 31, 2018

Warrants Outstanding at December 31, 2019

EARNINGS / (LOSS) PER SHARE:

Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period.

When applicable, diluted income (loss) per

share is calculated using two approaches.

The first approach, the treasury stock method, reflects the potential dilution that could occur if outstanding stock options, warrants, restricted stock units and outstanding shares to be awarded to

satisfy contingent consideration for the business combinations described in Note 4 (collectively, the “Equity Awards”) were exercised and issued.

The second approach, the if converted method, reflects the potential dilution of the Equity

Awards, the 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) described in Note 11 being exchanged for common stock.

Under this method, interest expense, net of tax, if any, associated with the 2017 Notes, up through redemption, is

added back to net income attributable to common stockholders and the shares outstanding are increased by the underlying 2017 Notes are considered to be issued.

For the twelve months ended December 31, 2019 and 2018, no shares related to the issuance of common stock upon exercise of the Equity Awards or the exchange of the 2017 Notes for common stock

were considered in the calculation of diluted loss per share, as the effect would be anti-dilutive due to net losses attributable to common stockholders for both periods.

A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows:

For the Twelve Months Ended

Numerator for basic and diluted income (loss) per share:

Net income (loss) attributable to common stockholders

Numerator for diluted income (loss) per share:

Net income (loss) attributable to common stockholders - as reported

Interest expense on 2017 Notes, net of taxes

Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares

Denominator for weighted average common shares outstanding:

Dilutive effect of Equity Awards

Dilutive effect of 2017 Notes

Diluted shares

Income (loss) per share – basic:

Income (loss) per share – diluted:

As of December 31, 2019, we had approximately $2.9 million in borrowings outstanding under our senior secured credit facility (the “Credit Facility”), which provided for up

to $8 million in principal for revolving loans (the “Revolving Loans”) for general working capital purposes.

On January 23, 2019, certain subsidiaries of the Company, including Ameri100 Arizona LLC, Ameri100 Georgia, Inc., Ameri100 California, Inc.

and Ameri and Partners, Inc., as

borrowers (individually and collectively, “Borrower”) entered into a Loan and Security Agreement (the “Loan Agreement”), with North Mill Capital LLC, as lender (the “Lender”).

The Loan Agreement has an initial term of two years from the closing

date, with renewal thereafter if Lender, at its option, agrees in writing to extend the term for additional one year periods (the “Term”).

The Loan Agreement is collateralized by a first-priority security interest in all of the assets of

In addition, (i) pursuant to a Corporate Guaranty entered into by the Company in favor of the Lender (the “Corporate Guaranty”), the Company has guaranteed the Borrower’s obligations under the Credit Facility and (ii) pursuant to a

Security Agreement entered into between the Company and Lender (the “Security Agreement”), the Company granted a first-priority security interest in all of its assets to Lender.

The Borrowers received an initial advance on January 23, 2019 in an amount of approximately $2.85 million (the “Initial Advance”).

Borrowings under the Credit Facility

accrue interest at the prime rate (as designated by Wells Fargo Bank, National Association) plus one and three quarters percentage points (1.75%), but in no event shall the interest rate be less than seven and one-quarter percent (7.25%).

Notwithstanding anything to the contrary contained in the Loan Documents, the minimum monthly interest payable by Borrower on the Advances (as defined in the Loan Agreement) in any month shall be calculated based on an average Daily Balance (as

defined in the Loan Agreement) of Two Million Dollars ($2,000,000) for such month.

For the first year of the Term, Borrower shall pay to Lender a facility fee equal to $50,000, due in equal monthly installments, with additional facility fees

due to Lender in the event borrowings exceed certain thresholds and with additional facility fees due and payable in later years or upon later milestones.

In addition, Borrower shall pay to Lender a monthly fee (the “Servicing Fee”) in an

amount equal to one-eighth percent (.125%) of the average Daily Balance (as defined in the Loan Agreement) during each month on or before the first day of each calendar month during the Term.

The Company used approximately $2.75 million of the Initial Advance to repay all of its outstanding obligations under

the Credit Facility of Sterling National Bank .

Upon payment, the Company’s obligations under the erstwhile Credit Facility were

Borrower also agreed to certain negative covenants in the Loan Agreement, including that they will not, without the prior written consent of Lender, enter into any extraordinary transactions,

dispose of assets, merge, acquire, or consolidate with or into any other business organization or restructure.

If an Event of Default (as defined in the Loan Agreement) occurs, Lender may, among other things, (i) declare all obligations immediately due and payable in full;

cease advancing money or extending credit to or for the benefit of Borrower;

and/or (iii) terminate the Loan Agreement as to any future liability or obligation of Lender, without affecting Lender’s right to repayment of all obligations and

Lender’s security interests.

In addition, as of December 31, 2019, we have an outstanding aggregate of $1 million in 5% Convertible Unsecured Debentures (the “Debentures”), which were issued to one of

accredited investors.

The Debentures bear interest at 5% per annum and are convertible at $0.01 per share.

In addition, as of December 31, 2019, we have an outstanding aggregate of $1 million in 8% Convertible Unsecured Promissory Notes (the “2017 Notes”), which were issued to

one of our accredited investor, including one of the Company’s then-directors, Dhruwa N.

Rai, and David Luci, who became a director of the Company in February 2018.

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 $70.

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 Sterling National Bank.

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.

Short-term Debt:

The following summarizes our short-term debt balances as of December 31:

Notes outstanding under revolving credit facility

Convertible note

Term loan - current maturities

Total short-term debt

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

Accrued expense and other liabilities as of December 31, 2019 and December 31, 2018 consisted of the following:

Dividend Yield

Expected Volatility

Weighted Average Risk-Free Interest Rate

Number of Shares

Term (in years)

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, CONTINUED

Payable, continued

December 30, 2020, the February 2020 Note was converted into 190,004 shares of common stock.

Company entered into a Secured Promissory Note, dated January

10, 2020 (the “Note”), by and among Enveric Biosciences, Inc.

and Alpha Capital Anstalt (“Alpha”), pursuant

to which, on January 10, 2020, Enveric Biosciences, Inc.

received aggregate gross proceeds of $1,500,000.

Pursuant to the Note,

the aggregate obligations of Enveric Biosciences, Inc.

under the Note were automatically, immediately prior to the consummation

of the amalgamation, converted into shares of Enveric Biosciences, Inc.

common stock, subject to the terms and provisions of the

Pursuant to the Note, upon conversion of the term loans made by the lenders subject to the terms of the Note, Enveric Biosciences,

was required to cause Ameri to issue each lender warrants to purchase Ameri Common Stock.

Upon consummation of the amalgamation,

Enveric Biosciences, Inc.

agreed to cause Ameri to register the resale of the warrant shares.

The Note bears interest at 7% per

annum and was due on March 31, 2020.

May 6, 2020, the Company entered into an amendment to the Note (the “First Note Amendment”).

Pursuant to the First

Note Amendment, Alpha waived previous defaults on the Note, and extended the maturity date of the Note to June 30, 2020.

for the First Note Amendment, the Company and Alpha agreed that (i) at the Effective Time, Ameri would issue to the holder of

a certain note issued by Enveric Biosciences, Inc., series B warrants (the “Series B Warrants”) to acquire 8,100,000

shares of common stock of the Company resulting from the amalgamation, and (ii) providing for certain registration rights, pursuant

to a registration rights agreement, of the Series B Warrants and the shares issuable upon exercise of the Series B Warrants.

Series B Warrants shall be exercisable for a period of five years commencing on the ninetieth (90th) day after the later of the

last day of the Lock-up Period and leak-out Period (accelerated or otherwise) set forth in the Lock-up agreement to be executed

by the holders of Enveric Biosciences, Inc.

securities in connection with the Amalgamation, at a price of $0.01 per share, and

shall also be exercisable on a cashless basis.

June 23, 2020, the Company and Alpha entered into a second amendment to the Note (the “Second Note Amendment”).

Second Note Amendment revised the principal amount of the Note from $1,500,000 to $2,000,000, which was advanced as of the date

of the Second Note Amendment.

The rights and securities granted to Alpha under the terms of the Note were extended to the additional

$500,000 advance contemplated by the Second Note Amendment pursuant to the terms of the Second Note Amendment.

August 12, 2020, the Company and Alpha entered into the Third Note Amendment.

The Third Note Amendment extended the maturity date

to be the earlier of (a) January 1, 2021 and (b) an event of default that accelerates the maturity of the Note.

The Third Note

Amendment also revised the Note to account for the change in structure from an amalgamation to a stock-for-stock exchange offer.

As a result, references to the Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement

and the Offer.

The Third Note Amendment also revised the event of default regarding a failure of the amalgamation to be consummated

by March 31, 2020 to be an event of default if the Offer was not consummated by January 1, 2021.

December 30, 2020, the Note in the amount of $2,000,000 was converted into 2,473,848 shares of common stock.

INTANGIBLE ASSETS

October 2, 2020, the Company purchased skincare assets for an aggregate of $1,944,689 in stock and cash, as follows:

Company recorded the skincare assets as a definite lived intangible asset with a four year useful life.

of December 31, 2020, the Company’s intangible assets consisted of:

Skincare Assets and License Agreements

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENGIES

January 5, 2019, the Company entered into a business advisor services agreement.

Pursuant to the terms of the agreement, the consultant

provided business advisory, marketing, and investor relations services in exchange for $15,000 per month, of which $7,500 was

payable in cash and $7,500 was payable in the Company’s common shares.

On January 6, 2020, the Company terminated its business

advisory services agreement and agreed to settle the amounts due under the agreement by (a) paying $12,500 in cash upon the completion

of a bridge financing;

and (b) issuing 127,856 shares of the Company’s common stock, as described in Note 6.

January 1, 2020, the Company entered into an agreement with Mr.

David Stefansky to serve as President and Secretary of the Company

to serve until the closing Amalgamation Agreement.

The Company agreed to pay Mr.

Stefansky $15,000 per month and future issuance

of options to purchase 650,000 shares of common stock subject to the approval of the Board of Directors.

On May 1, 2020, this

agreement was terminated (see Note 8).

On May 1, 2020, the Company and Mr.

David Stefansky terminated Mr.

Stefansky’s agreement

to serve as President and Secretary of the Company.

May 1, 2020, the Company entered into an agreement with Mr.

Henoch Cohn to serve as the Company’s President and Secretary

until the consummation of the Amalgamation Agreement.

The Company paid Mr.

Cohn $10,000 per month.

On December 30, 2020 the agreement

between the Company and Mr.

Henoch Cohn was terminated.

Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business.

believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s

financial position, results of operations or cash flows.

On January 21, 2012, the Company received a demand letter from an individual

purporting to be a stockholder.

See Note 10 for more information.

7 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

holders of the Company’s common stock are entitled to one vote per share.

Holders of common stock are entitled to receive

ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds.

Upon the liquidation,

dissolution, or winding up of the Company, holders of common stock are entitled to share rateably in all assets of the Company

that are legally available for distribution.

As of December 31, 2020, 100,000,000 shares of common stock were authorized under

the Company’s articles of incorporation.

December 30, 2020, the Company amended its articles of incorporation to designate and authorize 20,000,000 shares of Series B

preferred stock.

The Company’s Series B preferred stock is convertible by the holder at any time into common stock at a

rate of one to one.

of Series B Preferred Stock

December 30, 2020, a holder of the Company’s Series B Preferred Stock converted 250,000 shares of Series B Preferred Stock

into 250,000 shares of common stock.

of Common Stock for Accounts Payable

the year ended December 31, 2020, the Company issued 433,047 shares of common stock to various vendors in connection with

the payment of accounts payable of $756,523.

The shares were valued at the book value of the accounts payable, as that value was

What changed 10-K

Item 9A. Controls and Procedures