Form 8-K AMERI Holdings, Inc. For: Dec 29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): December 29, 2020

 

Ameri Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38286		95-4484725
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5000 Research Court, Suite 750, Suwanee, Georgia		30024
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (770) 935-4152

 

(Former Name or Former Address, If Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock $0.01 par value per share		AMRH		The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock		AMRHW		The NASDAQ Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

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 13(a) of the Exchange Act. [  ]

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

Ameri Holdings, Inc. (the “Company”) held a special meeting of the stockholders (the “Special Meeting”) on December 29, 2020. The Special Meeting was originally adjourned on December 23, 2020.

 

As of November 11, 2020, 2020, the record date for the Meeting, there were 7,441,320 shares of our common stock outstanding.

 

At the Meeting, the stockholders voted on the following nine proposals and cast their votes as follows:

 

1. To ratify the Ameri Share Issuance Proposal.

 

Votes For		Votes Against		Votes Abstained
3,916,886		118,333		41,682

 

2. To ratify the Ameri Future Share Issuance Proposal.

 

Votes For		Votes Against		Votes Abstained
3,907,093		121,899		47,909

 

3. To ratify the Reverse Stock Split Proposal.

 

Votes For		Votes Against		Votes Abstained
5,384,097		565,002		31,283

 

 

4. To ratify the Spin-Off Proposal.

 

Votes For		Votes Against		Votes Abstained
3,814,370		192,198		70,333

 

5. To ratify the A&R Charter Proposal.

 

Votes For		Votes Against		Votes Abstained
3,859,044		162,832		55,025

 

6. To ratify the Incentive Plan Proposal.

 

Votes For		Votes Against		Votes Abstained
3,737,483		284,429		54,989

 

7. To ratify the Put Right Proposal.

 

Votes For		Votes Against		Votes Abstained
3,828,174		215,277		33,450

 

8. To ratify the Bonus Shares Proposal.

 

Votes For		Votes Against		Votes Abstained
3,719,020		318,131		39,750

 

9. To ratify the Conversion Proposal.

 

Votes For		Votes Against		Votes Abstained
3,794,393		219,303		63,205

 

In connection with the approval of Proposal 9, the board of directors of the Company agreed to reduce the conversion price of the June Debenture from $1.75 to $1.00. In connection with the approval of Proposal 9, the board of directors of the Company agreed to reduce the conversion price of the June Debenture from $1.75 to $1.00. This Debenture has a current balance of principal and accrued interest through the date hereof of $728,812.92. This reduction is effective immediately.

 

Item 8.01 Other Events

 

On December 29, 2020, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated December 29, 2020

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

December 29, 2020	AMERI HOLDINGS, INC.
	By:	/s/ Barry Kostiner
	Name:	Barry Kostiner
	Title:	Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

AMERI HOLDINGS’ STOCKHOLDERS APPROVE

ALL PROPOSALS TO COMPLETE TENDER OFFER FOR JAY PHARMA SHARES

 

ATLANTA, GA - (December 29, 2020) – AMERI Holdings, Inc. (NASDAQ: AMRH) (“Ameri”, the “Company”), announced the voting results of the Special Meeting of stockholders that was held today.

 

Based on the report from the Inspector of Elections, Ameri obtained sufficient votes for each proposal required to complete the previously announced 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.

 

Upon completion of the Spin-Off and the Offer, Ameri will change its name to Enveric Biosciences, Inc. and change its trading symbol on The NASDAQ Stock Market to “ENVB”.

 

The proposals submitted to Ameri stockholders for approval at the special meeting included adoption of an amended and restated certificate of incorporation, among other things, giving effect to the name change, and authorization to amend the certificate of incorporation 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. The Ameri board of directors currently expects to determine and announce the exact split ratio and the effective date of the split prior to the closing of the Offer in accordance with the Tender Agreement.

 

About Ameri100

 

Ameri is a specialized SAP® cloud, digital and enterprise solutions company that provides SAP® services to customers worldwide. Headquartered in Alpharetta, 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

[email protected]

 

Ameri Holdings Investor Relations Contact:

Sanjay M. Hurry

LHA Investor Relations

(212) 838-3777

[email protected]

 

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