ATLANTA, Dec. 30, 2020 /PRNewswire/ — AMERI Holdings, Inc. (NASDAQ: AMRH) (“Ameri”, the “Company”), introduced a 1-for-4 reverse break up of its frequent stock, efficient as of 4:02 pm Eastern Time, December 30, 2020 (the “Reverse Inventory Split”).
As formerly introduced, at the distinctive assembly of stockholders held on December 29, 2020, Ameri’s stockholders authorized all proposals to full the proposed tender supply (the “Offer”), whereby Ameri will obtain all of the exceptional frequent shares of Jay Pharma Inc. (“Jay Pharma”) in trade for shares of Ameri common inventory, or if applicable, shares of Ameri preferred stock, at the exchange ratio set forth in the Tender Present Support Agreement and Termination of Amalgamation Settlement dated August 12, 2020, amongst Ameri, Jay Pharma and selected other signatories thereto, as amended (the “Tender Agreement”), wherein Jay Pharma will become a wholly-owned subsidiary of Ameri, on the phrases and circumstances established forth in the Tender Arrangement. On top of that, the formerly announced spin-off of the IT products and services company of Ameri (the “Spin-Off”) was authorised by the stockholders of Ameri. Ameri and Jay Pharma are targeting to complete the Supply and Ameri is focusing on to comprehensive the Spin-Off prior to the finish of this calendar yr, subject matter to Nasdaq approval of the listing of the shares of the publish-Provide entity and the satisfaction or waiver of other closing ailments set forth in the Tender Agreement and the agreements connected to the Spin-Off. At the unique meeting, Ameri stockholders, between other issues, permitted a proposal to amend the certification of incorporation of Ameri to effect a reverse stock split with a ratio amongst 1-for-2 and 1-for-25 with regard to the issued and remarkable prevalent inventory of the publish-Supply entity.
Pursuing the Spin-Off and the Offer you, Ameri will improve its identify to Enveric Biosciences, Inc. (“Enveric Biosciences”), and Enveric Biosciences will impact the Reverse Stock Break up. Ameri manufactured filings with the office of the Delaware Secretary of State (the “Secretary of State”) now in buy to amend and restate its certificate of incorporation, between other issues, providing influence to the name adjust, impact the Reverse Stock Split, and established the terms of a recently developed course of non-voting convertible desired stock (the “Series B Chosen Stock”) which will be issued to specific Jay Pharma shareholders in the Provide. Ameri expects the adoption of the amended and restated certificate of incorporation, the Reverse Stock Break up and the Certification of Designation of the Sequence B Chosen Inventory to turn out to be effective just after the close of the industry on Wednesday, December 30, 2020.
Subject to the aforementioned acceptance by the Secretary of State of the filings manufactured by Ameri, Amei expects the Enveric Biosciences prevalent inventory to get started trading on the Nasdaq Money Current market beneath the image “ENVB” at the opening of investing on December 31, 2020 right after providing result to the Reverse Stock Break up.
On the effectiveness of the reverse stock split, each and every 4 shares of Enveric Biosciences typical inventory exceptional will be transformed and reclassified as a person share. The number of shares of Ameri frequent stock issuable upon exercise of its exceptional stock selections and warrants will be lowered in proportion to the ratio of the reverse stock split and will bring about a proportionate increase in the physical exercise charges of this sort of inventory solutions and warrants. No fractional shares will be issued next the reverse stock break up. As an alternative, all fractional shares of Enveric Biosciences prevalent stock issuable to its stockholders as a end result of the Reverse Inventory Break up will be aggregated and rounded up to the closest total share.
Helpful with the aforementioned completion of the Give and other variations, a complete of around 9.85 million shares of Enveric Biosciences widespread stock will be fantastic as of December 31, 2020, with the CUSIP selection changing to 29405E 109. These types of quantity of shares of Enveric Biosciences prevalent stock excellent does not consist of up to 3,525,407 shares of Enveric Biosciences popular inventory issuable on conversion of 3,525,407 shares of Series B Favored Stock predicted to be fantastic as of December 31, 2020.
Particular warrants to invest in popular stock of Ameri currently buying and selling on the Nasdaq Money Market beneath the symbol “AMRHW” will go on to trade less than the exact symbol having said that, successful at the opening of trading on December 31, 2020, the CUSIP selection for these warrants will improve to 29405E 117, and the quantity of shares of prevalent inventory issuable on training of this sort of warrants and the exercise selling price shall be modified to reflect the Reverse Inventory Break up in accordance with the terms of this sort of warrants.
Ameri has retained its transfer agent, Equiniti Trust Corporation (“Equiniti”), to act as its trade agent for the Reverse Inventory Split. Equiniti will offer stockholders of file as of the successful date of the Reverse Inventory Break up instructions for the exchange of their certificates. Stockholders possessing shares and/or warrants through a broker or other nominee will have their positions instantly altered to reflect the Reverse Stock Break up, subject matter to brokers’ distinct processes, and will not be demanded to consider any motion in connection with the Reverse Inventory Break up.
Ameri is a specialized SAP® cloud, electronic and company remedies business that delivers SAP® expert services to prospects worldwide. Headquartered in Suwanee, Georgia, Ameri has workplaces in the U.S. and Canada. The Organization also has world-wide shipping and delivery facilities in India. With its bespoke engagement model, Ameri provides transformational benefit to its customers throughout market verticals. For more info, check out www.ameri100.com
About Jay Pharma
Jay Pharma is a patient-centric biotechnology organization focused on developing new-generation, by natural means taking place chemical compounds, such as cannabinoids, to present supportive care for targeted, unmet clinical needs, both of those extending and improving client quality of daily life. As a concentrated assistance treatment organization, Jay Pharma leverages impressive medical developments derived from cannabinoids and faucets into its worldwide network of scientists and oncology physicians. In addition, Jay Pharma has licensed the unique worldwide rights to a robust dataset and proprietary remedy database of by natural means happening cannabinoid derivatives as therapies for unmet healthcare requires in supportive care. Jay Pharma has a number of pictures on objective in supportive treatment indications for cancer treatment method side outcomes, in the beginning centered on radiodermatitis and chemotherapy-induced peripheral neuropathy.
Significant Info FOR Buyers AND STOCKHOLDERS
In connection with the proposed transaction, Ameri has submitted with the SEC a registration statement on Type S-4 that includes a proxy statement of Ameri that also constitutes a prospectus of Ameri. The registration statement was declared helpful by the SEC on November 12, 2020, and the proxy statement of Ameri and prospectus was mailed to stockholders of Ameri on or about November 20, 2020. All proposals established forth in the proxy statement/prospectus of Ameri have been approved by Ameri’s stockholders. Ameri could also file other applicable paperwork with the SEC relating to the proposed transaction. Investors ARE URGED TO Study THE DEFINITIVE PROXY Statement/PROSPECTUS AND OTHER Suitable Documents Filed OR THAT WILL BE Submitted WITH THE SEC Meticulously AND IN THEIR ENTIRETY Simply because THEY Consist of OR WILL Consist of Significant Info. You may get a free copy of the definitive proxy/prospectus and other relevant documents filed by Ameri with the SEC at the SEC’s site at www.sec.gov. Copies of the paperwork filed by Ameri with the SEC are accessible no cost of demand on Ameri’s web site at www.ameri100.com or by speaking to Ameri Investor Relations.
Ameri and its directors and govt officers may possibly be deemed to have been contributors in the solicitation of proxies in respect of the proposed transaction. Information with regards to the distinctive interests of these directors and government officers in the proposed transaction was included in the definitive proxy statement/prospectus referred to earlier mentioned. Extra information concerning the directors and government officers of Ameri is involved in its Yearly Report on Type 10-K for the yr ended December 31, 2019, filed with the SEC on April 2, 2020, as amended on April 30, 2020 and August 12, 2020. Traders must go through the definitive proxy statement/prospectus very carefully prior to generating any voting or investment decision selections. You may well receive free of charge copies of these documents from Ameri applying the sources indicated higher than.
This doc shall not represent an supply to promote or the solicitation of an provide to buy any securities, nor shall there be any sale of securities in any jurisdiction in which these kinds of give, solicitation or sale would be unlawful prior to registration or qualification under the securities rules of any this kind of jurisdiction. No offering of securities shall be manufactured other than by usually means of a prospectus meeting the demands of Portion 10 of the Securities Act of 1933, as amended.
This press release includes forward-looking statements and forward-looking data in just the meaning of applicable securities legislation. These statements relate to future situations or long term effectiveness. All statements other than statements of historical actuality may possibly be ahead-hunting statements or details. Commonly, ahead-wanting statements and information and facts may possibly be determined by the use of ahead-hunting terminology such as “plans”, ” expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases and phrases, or by the use of text or phrases which condition that certain steps, functions or outcomes could, could, would, or could occur or be realized. Much more notably and without the need of limitation, this news launch contains ahead-seeking statements and details concerning the spin-off, Provide and other transactions contemplated in the Tender Arrangement. Ahead-on the lookout statements consist of statements that are not purely historical, which includes any statements concerning beliefs, plans, expectations or intentions concerning the long run. Audience are cautioned not to put undue reliance on ahead-wanting statements, as there can be no assurance that the Amalgamation will be consummated or that the parties other options, intentions or expectations on which they are based will happen. By their character, ahead-hunting statements include several assumptions, identified and mysterious hazards and uncertainties, both of those common and certain that add to the possibility that the predictions, estimates, forecasts, projections and other ahead-searching statements will not manifest. Threats and uncertainties related to the Present that may result in true final results to vary materially from individuals expressed or implied in any ahead-on the lookout assertion consist of, without the need of limitation, risks relating to the completion of the Provide, which includes the satisfaction of closing ailments, such as Nasdaq approval the funds balances of Ameri pursuing the completion of the Provide and the skill of Ameri to continue being shown on the Nasdaq Funds Industry.
The forward-wanting statements contained in this press launch are built as of the day of this press launch. Other than as expected by regulation, Ameri disclaims any intention and assumes no obligation to update or revise any forward-searching statements, irrespective of whether as a result of new data, long run activities or if not. Additionally, Ameri undertakes no obligation to remark on the expectations of, or statements manufactured by, 3rd functions in respect of the issues talked about previously mentioned.
Corporate Speak to:
Barry Kostiner, Chief Financial Officer
Ameri Holdings Trader Relations Get in touch with:
Sanjay M. Hurry
LHA Trader Relations