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)
|
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] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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[ ] |
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 |
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. |
Financial
Statements and Exhibits. |
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(a) |
Financial
Statements of Business Acquired. |
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) |
Pro
Forma Financial Information. |
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 |
By: |
/s/
Barry Kostiner |
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Name: |
Barry
Kostiner |
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Title: |
Chief
Financial Officer |
