ATLANTA, Dec. 30, 2020 /PRNewswire/ -- AMERI
Holdings, Inc. (NASDAQ: AMRH) ("Ameri", the "Company"), announced a
1-for-4 reverse split of its common stock, effective as of
4:02 pm Eastern Time, December 30, 2020 (the "Reverse Stock
Split").
As previously announced, at the special meeting of stockholders
held on December 29, 2020, Ameri's
stockholders approved all proposals to complete the proposed tender
offer (the "Offer"), whereby Ameri will purchase all of the
outstanding common shares of Jay Pharma Inc. ("Jay Pharma") in
exchange for shares of Ameri common stock, or if applicable, shares
of Ameri preferred stock, at the exchange ratio set forth in the
Tender Offer Support Agreement and Termination of Amalgamation
Agreement dated August 12, 2020,
among Ameri, Jay Pharma and certain other signatories thereto, as
amended (the "Tender Agreement"), wherein Jay Pharma will become a
wholly-owned subsidiary of Ameri, on the terms and conditions set
forth in the Tender Agreement. Additionally, the previously
announced spin-off of the IT services business of Ameri (the
"Spin-Off") was approved by the stockholders of Ameri. Ameri and
Jay Pharma are targeting to complete the Offer and Ameri is
targeting to complete the Spin-Off prior to the end of this
calendar year, subject to Nasdaq approval of the listing of the
shares of the post-Offer entity and the satisfaction or waiver of
other closing conditions set forth in the Tender Agreement and the
agreements related to the Spin-Off. At the special meeting, Ameri
stockholders, among other things, approved a proposal to amend the
certificate of incorporation of Ameri to effect a reverse stock
split with a ratio between 1-for-2 and 1-for-25 with respect to the
issued and outstanding common stock of the post-Offer entity.
Following the Spin-Off and the Offer, Ameri will change its name
to Enveric Biosciences, Inc. ("Enveric Biosciences"), and Enveric
Biosciences will effect the Reverse Stock Split. Ameri made filings
with the office of the Delaware
Secretary of State (the "Secretary of State") today in order to
amend and restate its certificate of incorporation, among other
things, giving effect to the name change, effect the Reverse Stock
Split, and set the terms of a newly created class of non-voting
convertible preferred stock (the "Series B Preferred Stock") which
will be issued to certain Jay Pharma shareholders in the Offer.
Ameri expects the adoption of the amended and restated certificate
of incorporation, the Reverse Stock Split and the Certificate of
Designation of the Series B Preferred Stock to become effective
after the close of the market on Wednesday,
December 30, 2020.
Subject to the aforementioned acceptance by the Secretary of
State of the filings made by Ameri, Amei expects the Enveric
Biosciences common stock to begin trading on the Nasdaq Capital
Market under the symbol "ENVB" at the opening of trading on
December 31, 2020 after giving effect
to the Reverse Stock Split.
Upon the effectiveness of the reverse stock split, every 4
shares of Enveric Biosciences common stock outstanding will be
converted and reclassified as one share. The number of shares of
Ameri common stock issuable upon exercise of its outstanding stock
options and warrants will be reduced in proportion to the ratio of
the reverse stock split and will cause a proportionate increase in
the exercise prices of such stock options and warrants. No
fractional shares will be issued following the reverse stock
split. Instead, all fractional shares of Enveric Biosciences common
stock issuable to its stockholders as a result of the Reverse Stock
Split will be aggregated and rounded up to the nearest whole
share.
Effective with the aforementioned completion of the Offer and
other changes, a total of approximately 9.85 million shares of
Enveric Biosciences common stock will be outstanding as of
December 31, 2020, with the CUSIP
number changing to 29405E 109. Such number of shares of Enveric
Biosciences common stock outstanding does not include up to
3,525,407 shares of Enveric Biosciences common stock issuable upon
conversion of 3,525,407 shares of Series B Preferred Stock expected
to be outstanding as of December 31,
2020.
Certain warrants to purchase common stock of Ameri currently
trading on the Nasdaq Capital Market under the symbol "AMRHW" will
continue to trade under the same symbol; however, effective at the
opening of trading on December 31,
2020, the CUSIP number for such warrants will change to
29405E 117, and the number of shares of common stock issuable upon
exercise of such warrants and the exercise price shall be adjusted
to reflect the Reverse Stock Split in accordance with the terms of
such warrants.
Ameri has retained its transfer agent, Equiniti Trust Company
("Equiniti"), to act as its exchange agent for the Reverse Stock
Split. Equiniti will provide stockholders of record as of the
effective date of the Reverse Stock Split instructions for the
exchange of their certificates. Stockholders owning shares and/or
warrants via a broker or other nominee will have their positions
automatically adjusted to reflect the Reverse Stock Split, subject
to brokers' particular processes, and will not be required to take
any action in connection with the Reverse Stock Split.
About Ameri100
Ameri is a specialized SAP® cloud, digital and enterprise
solutions company that provides SAP® services to customers
worldwide. Headquartered in Suwanee,
Georgia, Ameri has offices in the U.S. and Canada. The Company also has global delivery
centers in India. With its bespoke
engagement model, Ameri delivers transformational value to its
clients across industry verticals. For further information, visit
www.ameri100.com
About Jay Pharma
Jay Pharma is a patient-centric biotechnology company focused on
developing new-generation, naturally occurring chemical compounds,
such as cannabinoids, to provide supportive care for targeted,
unmet medical needs, both extending and enhancing patient quality
of life. As a focused support care company, Jay Pharma leverages
innovative clinical developments derived from cannabinoids and taps
into its global network of scientists and oncology physicians.
Additionally, Jay Pharma has licensed the exclusive global rights
to a robust dataset and proprietary treatment database of naturally
occurring cannabinoid derivatives as therapies for unmet medical
needs in supportive care. Jay Pharma has a number of shots on goal
in supportive care indications for cancer treatment side effects,
initially focused on radiodermatitis and chemotherapy-induced
peripheral neuropathy.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
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 that also constitutes a prospectus of
Ameri. The registration statement was declared effective 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 set forth in the proxy statement/prospectus of Ameri
have been approved by Ameri's stockholders. Ameri may also file
other relevant documents with the SEC regarding the proposed
transaction. 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/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 Ameri Investor Relations.
Ameri and its directors and executive officers may be deemed to
have been 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 was included in the definitive proxy
statement/prospectus referred to above. Additional information
regarding the directors and executive officers of Ameri is included
in its Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on
April 2, 2020, as amended on
April 30, 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.
This document shall not constitute 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 offering 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.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. These statements relate to future events or future
performance. All statements other than statements of historical
fact may be forward-looking statements or information. Generally,
forward-looking statements and information may be identified by the
use of forward-looking 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, or by the use of words or phrases which state that
certain actions, events or results may, could, would, or might
occur or be achieved. More particularly and without limitation,
this news release contains forward-looking statements and
information concerning the spin-off, Offer and other transactions
contemplated in the Tender Agreement. Forward-looking statements
consist of statements that are not purely historical, including any
statements regarding beliefs, plans, expectations or intentions
regarding the future. Readers are cautioned not to place undue
reliance on forward-looking statements, as there can be no
assurance that the Amalgamation will be consummated or that the
parties other plans, intentions or expectations upon which they are
based will occur. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and
uncertainties, both general and specific that contribute to the
possibility that the predictions, estimates, forecasts, projections
and other forward-looking statements will not occur. Risks and
uncertainties related to the Offer that may cause actual results to
differ materially from those expressed or implied in any
forward-looking statement include, without limitation, risks
relating to the completion of the Offer, including the satisfaction
of closing conditions, including Nasdaq approval; the cash balances
of Ameri following the completion of the Offer; and the ability of
Ameri to remain listed on the Nasdaq Capital Market.
The forward-looking statements contained in this press release
are made as of the date of this press release. Except as required
by law, Ameri disclaims any intention and assumes no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Additionally, Ameri undertakes no obligation to comment on the
expectations of, or statements made by, third parties in respect of
the matters discussed above.
Corporate Contact:
Barry
Kostiner, Chief Financial Officer
IR@ameri100.com
Ameri Holdings Investor Relations Contact:
Sanjay M. Hurry
LHA Investor Relations
(212) 838-3777
IR@ameri100.com
View original
content:http://www.prnewswire.com/news-releases/ameri-holdings-announces-1-for-4-reverse-stock-split-301199432.html
SOURCE Ameri100
