AMRH Ameri Holdings Inc

EXPLANATORY NOTE

This registration statement is being filed with the Securities and Exchange Commission pursuant to General Instruction K of Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 10,800,000 shares of common stock, $0.01 par value per share (“Common Stock”) and an additional 2,400,000 shares of Series B preferred stock, par value $0.01 per share (“Series B Preferred Stock”) of AMERI Holdings, Inc. (“Ameri”) for issuance in connection with the completion of the tender offer (the “Offer”) for all of the outstanding common shares of Jay Pharma Inc. (“Jay Pharma”), whereby Jay Pharma will become a wholly-owned subsidiary of Ameri, to holders of common shares of Jay Pharma or upon the conversion or exercise of promissory notes, options, warrants and other securities convertible into or exercisable for common shares of Jay Pharma. Ameri has previously registered 54,000,000 shares of Common Stock and 12,000,000 shares of Series B Preferred Stock by means of a currently effective registration statement on Form S-4 (Registration No. 333-238742) (the “Form S-4”). The number of shares originally registered represented the maximum number of shares of Common Stock and Series B Preferred Stock estimated to be issuable in connection with the Offer, based on the number of shares of Ameri common stock outstanding as of November 9, 2020, and the issuance of Common Stock and Series B Preferred Stock to Jay Pharma holders pursuant to an exchange ratio of 0.8504, calculated pursuant to the Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated as of August 12, 2020, by and among Ameri, Jay Pharma and certain other signatories thereto.

The number of shares of Common Stock and Series B Preferred Stock issuable upon the completion of the Offer is now estimated to be higher than originally anticipated. Subsequent to the filing of the Form S-4, a certain holder of notes convertible into Common Stock converted its notes into shares of Common Stock (the “Ameri Note Conversions”). In addition, on December 4, 2020, Jay Pharma and Alpha Capital Anstalt, a current noteholder of Jay Pharma (“Alpha”), by executing a securities purchase agreement whereby Alpha purchased an additional 1,000,000 common shares of Jay Pharma and Series A 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”). Lastly, upon receiving approval of the stockholders at a special meeting of Ameri stockholders held on December 23, 2020, the conversion price of certain outstanding convertible debenture of Ameri was reduced. The increase in the number of shares of Common Stock and the reduction in the outstanding principal and accrued interest on the note due to the Ameri Note Conversions, the increase in the number of shares of Ameri Series B Preferred Stock issuable upon conversion of the convertible debenture and the number of shares of Common Stock underlying such shares of Series B Preferred Stock and the increase in the number of Jay Pharma common shares outstanding on a fully-diluted basis as a result of the Alpha December Investment impacted the exchange ratio, which determines the number of shares of Common Stock and Series B Preferred Stock that holders of outstanding common shares of Jay Pharma will be entitled to receive at the completion of the Offer. Thus, Ameri is registering an additional 10,800,000 shares of Common Stock and an additional 2,400,000 shares of Series B Preferred Stock.