Ameri Holdings, Inc. (OTCMKTS:AMRH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Registered Offering
On June 2, 2020, Ameri Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 862,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an offering price of $2.00 per Share.
The Registered Offering resulted in gross proceeds of approximately $1.725 million before deducting the placement agent’s fees and related offering expenses. The Shares were offered by the Company to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-233260), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2019, and was declared effective on November 19, 2019. The Registered Offering is expected to close on or about June 4, 2020, subject to the satisfaction of customary closing conditions.
The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company.
The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety to Exhibit 10.1 of this Current Report on Form 8-K, which exhibit is incorporated herein in its entirety by reference.
The Company is filing the opinion of its counsel, Sheppard, Mullin, Richter & Hampton LLP, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto and is incorporated by reference.
to an engagement agreement, the Company engaged Palladium Capital Group, LLC (the “Placement Agent”) to act as the Company’s exclusive placement agent in connection with the Registered Offering. The Company has agreed to pay the Placement Agent a cash fee equal to 8.0% of the aggregate gross proceeds raised in the Registered Offering and a $17,250 non-accountable expense allowance.
The Company will also issue to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants”) to purchase up to 60,375 shares of Common Stock, which represents 7.0% of the Shares sold in the Registered Offering. The Placement Agent’s Warrants have an exercise price of $2.20 per share, which represents 110% of the per share offering price of the Shares. The Placement Agent Warrants and the shares of Common Stock underlying the Placement Agent Warrants have not been registered under the Securities Act and have been issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof.
Exchange of Convertible Notes; Exchange Agreement
On June 3, 2020, the Company entered into an Exchange Agreement with the holder of certain 8% unsecured convertible notes, which notes were originally issued on or about March 7, 2017 (the “Prior Notes”). to the Exchange Agreement, the holder agreed to exchange the Prior Notes for a new convertible 1% debenture (the “Debenture”) in the aggregate principal amount of $2,265,342.46, which debenture is convertible into shares of common stock of the Company at a conversion price of $1.75 per share. After the exchange, there are no Prior Notes outstanding. The principal amount of the Debenture is equal to the principal amount of the Prior Notes and the accrued interest thereon.
The foregoing description of the Exchange Agreement, and Debenture is not complete and is qualified in its entirety by reference to the full text of the forms of the Exchange Agreement and Debenture, copies of which are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety. The Placement Agent Warrants and the shares of Common Stock underlying the Placement Agent Warrants and the Debenture and the shares of Common Stock underlying the Debenture have not been registered under the Securities Act and have been issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof. Such securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.
Item 8.01 Other Events.
On June 2, 2020, the Company issued a press release announcing that its proposed amalgamation partner Jay Pharma Inc. received institutional review board approval by Rabin Medical Center in Petah Tikva, Israel for a Phase I/II clinical trial investigating Jay Pharma’s proprietary cannabidiol formulation for the treatment of glioblastoma multiforme. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
In connection with the Registered Offering, on June 3, 2020, the Company issued a press release announcing the pricing of the Registered Offering. A copy of the press release announcing the pricing of the Registered Offering is filed as Exhibit 99.2 hereto and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release, dated June 2, 2020 |
| 99.2 | Press Release, dated June 3, 2020 |
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AMERI Holdings, Inc. Exhibit
EX-5.1 2 ex5-1.htm Exhibit 5.1 June 4,…
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