UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 23, 2020
AMERI
Holdings, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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001-38286
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95-4484725
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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5000
Research Court, Suite 750
Suwanee,
Georgia 30024
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (770) 935-4152
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[X]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.01 per share
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AMRH
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The
Nasdaq Stock Market LLC
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Warrants
to Purchase Common Stock
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AMRHW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Explanatory
Note
On
August 12, 2020, AMERI Holdings, Inc. (“Ameri”), Jay Pharma Inc. (“Jay Pharma”) and certain other signatories
thereto entered into a Tender Offer Support Agreement and Termination of Amalgamation Agreement (as may be amended from time to
time, the “Tender Agreement”), which provides that, among other things, Ameri will make a tender offer (such offer,
as it may be amended or supplemented from time to time as permitted under the Tender Agreement, the “Offer”) to purchase
all of the outstanding common shares of Jay Pharma for the number of shares of Resulting Issuer common stock at the exchange ratio
set forth in the Tender Agreement (the “Exchange Ratio”), and Jay Pharma will become a wholly-owned subsidiary of
Ameri, on the terms and conditions set forth in the Tender Agreement. We refer to Ameri after giving effect to the Offer and the
completion of the transactions contemplated by the Tender Agreement as the “Resulting Issuer.”
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 pursuant 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 Barry.Kostiner@ameri100.com.
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.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The unaudited condensed financial
statements of Jay Pharma as of and for the nine months ended September 30, 2020 are included as Exhibit 99.1 hereto
and are incorporated by reference herein.
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(b)
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Pro
Forma Financial Information.
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The unaudited pro forma condensed combined
statements of operations as of and for the year ended December 31, 2019, and the nine months ended September 30, 2020,
and unaudited pro forma balance sheet data for the nine months ended September 30, 2020 give effect to the proposed Offer and
have been prepared under the acquisition method of accounting with Jay Pharma treated as the accounting acquirer. Such unaudited
pro forma condensed combined statements of operations and unaudited pro forma balance sheet data are included as Exhibit 99.2
hereto and are incorporated by reference herein.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AMERI
HOLDINGS, INC.
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Date:
December 23, 2020
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By:
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/s/
Barry Kostiner
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Name:
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Barry
Kostiner
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Title:
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Chief
Financial Officer
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