AMERI Holdings, Inc. (OTCMKTS:AMRH) Files An 8-K Other Events
Item 8.01
Adjournment of Special Meeting
On December 23, 2020, Ameri commenced its Special Meeting of Stockholders (the “Special Meeting”) as previously scheduled and adjourned the meeting until December 29, 2020 at 9:00 a.m., Eastern Standard Time.
The reconvened Special Meeting will be held at the same address at 7950 Legacy Dr., Suite 650 Plano, TX 75024. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the meeting will be voted at the adjourned meeting unless properly revoked.
A copy of the press release announcing the adjournment of the Special Meeting is attached hereto as Exhibit 99.3.
Exchange Ratio
Subsequent to the filing of Ameri’s Current Report on Form 8-K dated December 18, 2020, the conversion prices of certain Jay Pharma convertible notes decreased, and the number of shares underlying certain Jay Pharma options decreased. The resulting change to the number of Jay Pharma common shares outstanding on a fully-diluted basis impacts the Exchange Ratio, which determines the number of shares of Resulting Issuer Common Stock that holders of outstanding common shares of Jay Pharma will be entitled to receive at the completion of the Offer. As a result, and assuming that the proposal to approve, for purposes of Nasdaq Rules 5635, the issuance of shares of common stock upon the exchange of certain convertible debentures held by Alpha in one or more private placement transactions, described further in the proxy statement/prospectus on Form S-4 filed by Ameri (File No. 333-238742) (the “Form S-4”) in the section entited “PROPOSALS SUBMITTED TO AMERI STOCKHOLDERS – AMERI PROPOSAL 9 – APPROVAL OF THE CONVERSION PROPOSAL” on page 124 of the proxy statement/prospectus (the “Conversion Proposal”), is approved at the Special Meeting and the conversion price of the outstanding 1% debentures is reduced from $1.75 to $1.00 per share, the Exchange Ratio will change from 0.8320 to 0.8712.
As a result of the change in the Exchange Ratio from 0.8320 to 0.8712 (assuming the Conversion Proposal is approved), Ameri currently intends to issue 30,560,227 shares of Resulting Issuer Common Stock and 12,802,528 shares of Series B Preferred Stock of the Resulting Issuer (“Series B Preferred Stock”) that are convertible into up to 12,802,528 shares of common stock of the Resulting Issuer at the completion of the Offer, prior to giving effect to the proposed reverse stock split discussed in the Form S-4.
The conversion by Ameri investors of additional notes or exercise by Ameri investors of outstanding warrants, if any, between the date hereof and the completion of the Offer would result in further updates to the Exchange Ratio.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “is confident that,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed Offer to the Tender Agreement including future financial and operating results, the Resulting Issuer’s plans, objectives, expectations and intentions, the expected timing of completion of the Offer and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the respective managements of Ameri and Jay Pharma and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the Tender Agreement; the inability to complete the Offer due to the failure to obtain stockholder approvals or governmental or regulatory clearances or the failure to satisfy other conditions to the closing of the Offer or for any other reason; legal or regulatory proceedings or other matters that affect the timing or ability to complete the Offer as contemplated; the risk that the proposed Offer disrupts current plans and operations; fluctuations in the market value of Ameri common stock; the effects of the Offer on Ameri’s financial results; potential difficulties in employee retention as a result of the Offer; disruption from the Offer making it difficult to maintain business and operational relationships; diversion of management’s time on issues related to the Offer; the risk that cost savings and other synergies anticipated to be realized from the Offer may not be fully realized or may take longer to realize than expected; adverse developments in general market, business, economic, labor, regulatory and political conditions; the amount of any costs, fees, expenses, impairments and charges related to the Offer; the uncertainty regarding the adequacy of Ameri’s liquidity to pursue its business objectives; the impact of any outbreak or escalation of hostilities on a national, regional or international basis, acts of terrorism or natural disasters; changes in regulations and laws relating to cannabinoids and related products; competitive factors, including technological advances achieved and patents attained by competitors; the impact of any change to applicable laws and regulations affecting domestic and foreign operations, including those relating to trade, monetary and fiscal policies, taxes, price controls, regulatory approval of new products, licensing and healthcare reform; and the geographic, social and economic impact of COVID-19 on the Company’s business operations.
Ameri and Jay Pharma do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are cautioned not to place undue reliance on these forward-looking statements, because, while the respective managements of Ameri and Jay Pharma believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this proxy statement/prospectus.
Additional Information
In connection with the proposed transaction, Ameri has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of Ameri and also constitutes a prospectus of Ameri. The registration statement was declared effective by the SEC on November 12, 2020. Ameri commenced mailing the proxy statement/prospectus to stockholders of Ameri and AYRO on or about November 20, 2020. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the definitive proxy statement/prospectus and other relevant documents filed by Ameri with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Ameri with the SEC are available free of charge on Ameri’s website at www.ameri100.com or by contacting 845-323-0434 or sending an e-mail to [email protected].
Participants in the Solicitation
Ameri and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction has been included in the definitive proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Ameri is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 30, 2020, as amended on April 10, 2020, and August 12, 2020. Investors should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Ameri using the sources indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No public offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
AMERI Holdings, Inc. Exhibit
EX-99.1 2 ex99-1.htm Exhibit 99.1 JAY PHARMA,…
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