Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registe...
December 28 2020 - 5:31PM
Edgar (US Regulatory)
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
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4899
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95-4484725
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(State
or other jurisdiction of
incorporation
or organization)
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|
(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
|
[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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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
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Amount
to be Registered(1)
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Proposed
Maximum Offering Price per Share
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Proposed
Maximum Aggregate Offering Price(2)
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Amount
of Registration Fee
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Common Stock, $0.01 par value per share
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10,800,000
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N/A
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$
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0.00
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$
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0.00
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Series B Preferred Stock, $0.01 par value per share
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2,400,000
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N/A
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N/A
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N/A
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(1)
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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.
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(2)
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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.
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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
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Exhibit
Description
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5.1
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Opinion of Sheppard, Mullen, Richter & Hampton LLP regarding legal matters
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8.1
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Opinion of Sheppard, Mullen, Richter & Hampton LLP regarding tax matters
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8.2
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Opinion of Haynes and Boone, LLP regarding tax matters
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8.3
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Opinion of Fogler Rubinoff LLP regarding tax matters.
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23.1
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Consent of Sheppard, Mullen, Richter & Hampton LLP (included in the opinion filed as Exhibit 5.1)
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23.2
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Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 8.2)
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23.3
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Consent of Ram Associates, CPA
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23.4
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Consent of Marcum LLP
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24.1*
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Powers of Attorney of Registrant’s Board of Directors (incorporated by reference to the signature pages of the Registration Statement on Form S-4)
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99.1
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Consent of Gemini Valuation Services, LLC
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*
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.
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AMERI
HOLDINGS, INC.
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By:
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/s/
Brent Kelton
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Name:
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Brent
Kelton
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Title:
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Chief
Executive Officer
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Signature
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Title
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Date
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*
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Chief
Executive Officer
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December
28, 2020
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Brent
Kelton
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(Principal
Executive Officer)
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*
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Chief
Financial Officer
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December
28, 2020
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Barry
Kostiner
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(Principal
Financial Officer)
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*
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Chairman
of the Board of Directors
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December
28, 2020
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Srinidhi
Devanur
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*
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Thoranath
Sukumaran
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Director
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December
28, 2020
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*
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Carmo
Martella
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Director
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December
28, 2020
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*
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Dimitrios
Angelis
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Director
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December
28, 2020
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By:
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/s/
Brent Kelton
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Name:
|
Brent
Kelton
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Title:
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Power
of Attorney
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