As
filed with the Securities and Exchange Commission on December 28,
2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-4
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AMERI
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
4899 |
|
95-4484725 |
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
4080
McGinnis Ferry Road, Suite 1306
Alpharetta,
Georgia 30005
(770)
935-4152
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Brent
Kelton
Chief
Executive Officer
AMERI
Holdings, Inc.
4080
McGinnis Ferry Road, Suite 1306
Alpharetta,
Georgia 30005
(770)
935-4152
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
|
Rick
A. Werner, Esq.
Jayun
Koo, Esq.
Haynes
and Boone, LLP
30
Rockefeller Plaza, 26th Floor
New
York, New York 10112
Tel.
(212) 659-7300
Fax
(212) 918-8989
|
|
Henoch
Cohn
President
and Director
Jay
Pharma Inc.
4851
Tamiami Trail N.
Suite
200
Naples,
FL 34103
Tel:
(239) 302-1707
|
|
Richard
A. Friedman, Esq.
Sheppard,
Mullin, Richter &
Hampton
LLP
30
Rockefeller Plaza, 39th Floor
New
York, New York 10112
Tel.
(212) 653-8700
Fax
(212) 655-1729
|
Approximate
date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement
becomes effective and upon completion of the Offer.
If
the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box:
[ ]
If
this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [X] 333-238742
If
this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of “large
accelerated filer”, “accelerated filer”, “smaller reporting
company”, and “emerging growth company” in Rule 12b-2 of the
Exchange Act. (Check one):
|
Large
accelerated filer |
[ ] |
Accelerated
filer |
[ ] |
| Non-accelerated
filer |
[X] |
Smaller
reporting company |
[X] |
| |
|
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 7(a)(2)(B) of the Securities Act.
[ ]
If
applicable, place an [X] in the box to designate the appropriate
rule provision relied upon in conducting this
transaction:
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
[ ]
Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
[ ]
CALCULATION
OF REGISTRATION FEE
|
Title of
Each Class of Securities to be Registered |
|
Amount
to be Registered(1) |
|
|
Proposed
Maximum Offering Price per Share |
|
|
Proposed
Maximum Aggregate Offering Price(2) |
|
|
Amount of
Registration Fee |
|
| Common Stock, $0.01
par value per share |
|
|
10,800,000 |
|
|
|
N/A |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
| Series
B Preferred Stock, $0.01 par value per share |
|
|
2,400,000 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
(1) |
The
number of shares to be registered hereunder is intended to
represent the maximum number of additional shares of common stock,
par value $0.01 per share (“Common Stock”), and Series B preferred
stock, par value $0.01 per share (“Series B Preferred Stock”), of
the registrant estimated to be issuable at the time of 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 the registrant, 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, as
a result of an increase in the exchange ratio. The registrant
previously registered 54,000,000 shares of Common Stock and
12,000,000 shares of Series B Preferred Stock pursuant to Amendment
No. 5 to the Registration Statement on Form S-4 filed on November
10, 2020 (Registration No. 333-238742) and had no registration fees
associated therewith pursuant to Rule 457(f) of the Securities Act
of 1933, as amended (the “Securities Act”). Pursuant to Rule 416
under, there are also being registered such additional shares of
Common Stock and Series B Preferred Stock that may be issued
because of events such as recapitalizations, stock dividends, stock
splits, and similar transactions. |
|
|
|
|
(2) |
Upon
the filing of Amendment No. 5 to the Registration Statement on Form
S-4 filed on November 10, 2020 (Registration No. 333-238742), the
maximum aggregate offering price, solely for purposes of
calculation of the registration fee, was calculated in accordance
with Rule 457(f) of the Securities Act. Jay Pharma is a private
company and no market exists for its equity securities and Jay
Pharma has accumulated a capital deficit; therefore, pursuant to
Rule 457(f)(2) under the Securities Act, the proposed maximum
offering price is one-third of the aggregate par value of Jay
Pharma’s capital stock being acquired in the proposed Offer.
However, because Jay Pharma’s securities have no par value, this
value is $0.00. Accordingly, the maximum aggregate offering price
calculated in connection with the filing of the Initial
Registration Statement has not changed. |
This
registration statement will become effective automatically upon
filing with the Commission pursuant to Rule 462(b) under the
Securities Act of 1933, as amended.
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.
INCORPORATION
OF DOCUMENTS BY REFERENCE
This
registration statement incorporates by reference the contents of
the Registration Statement on Form S-4, Registration No.
333-238742, including all amendments, supplements and exhibits
thereto and all information incorporated or deemed to be
incorporated by reference therein. Additional opinions and consents
required to be filed with this Registration Statement are listed on
the Index to Exhibits attached to and filed with this registration
statement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
21. Exhibits and Financial Statement Schedules.
(a)
Exhibits
Exhibit
Number |
|
Exhibit
Description |
|
5.1 |
|
Opinion
of Sheppard, Mullen, Richter & Hampton LLP regarding legal
matters |
|
8.1 |
|
Opinion
of Sheppard, Mullen, Richter & Hampton LLP regarding tax
matters |
|
8.2 |
|
Opinion
of Haynes and Boone, LLP regarding tax matters |
|
8.3 |
|
Opinion
of Fogler Rubinoff LLP regarding tax matters. |
|
23.1 |
|
Consent
of Sheppard, Mullen, Richter & Hampton LLP (included in the
opinion filed as Exhibit 5.1) |
|
23.2 |
|
Consent
of Haynes and Boone, LLP (included in the opinion filed as Exhibit
8.2) |
|
23.3 |
|
Consent
of Ram Associates, CPA |
|
23.4 |
|
Consent
of Marcum LLP |
|
24.1* |
|
Powers
of Attorney of Registrant’s Board of Directors (incorporated by
reference to the signature pages of the Registration Statement on
Form S-4) |
|
99.1 |
|
Consent
of Gemini Valuation Services, LLC |
*
Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Alpharetta, State of Georgia on December 28, 2020.
| |
AMERI
HOLDINGS, INC. |
|
|
|
|
| |
By: |
/s/
Brent Kelton |
| |
Name: |
Brent
Kelton |
| |
Title: |
Chief
Executive Officer |
|
Signature |
|
Title |
|
Date |
| |
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|
* |
|
Chief
Executive Officer |
|
December
28, 2020 |
| Brent
Kelton |
|
(Principal
Executive Officer) |
|
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| |
|
|
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|
* |
|
Chief
Financial Officer |
|
December
28, 2020 |
| Barry
Kostiner |
|
(Principal
Financial Officer) |
|
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| |
|
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|
* |
|
Chairman
of the Board of Directors |
|
December
28, 2020 |
| Srinidhi
Devanur |
|
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|
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| |
|
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|
* |
|
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|
| Thoranath
Sukumaran |
|
Director |
|
December
28, 2020 |
| |
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|
|
|
|
* |
|
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|
| Carmo
Martella |
|
Director |
|
December
28, 2020 |
| |
|
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|
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|
* |
|
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| Dimitrios
Angelis |
|
Director |
|
December
28, 2020 |
|
By: |
/s/
Brent Kelton |
|
| Name: |
Brent
Kelton |
|
| Title: |
Power
of Attorney |
|
