Form S-4MEF AMERI Holdings, Inc.
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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
* 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 | ||
| * | Chief Executive Officer | December 28, 2020 | ||
| Brent Kelton | (Principal Executive Officer) | |||
| * | Chief Financial Officer | December 28, 2020 | ||
| Barry Kostiner | (Principal Financial Officer) | |||
| * | Chairman of the Board of Directors | December 28, 2020 | ||
| Srinidhi Devanur | ||||
| * | ||||
| Thoranath Sukumaran | Director | December 28, 2020 | ||
| * | ||||
| Carmo Martella | Director | December 28, 2020 | ||
| * | ||||
| Dimitrios Angelis | Director | December 28, 2020 |
| By: | /s/ Brent Kelton | |
| Name: | Brent Kelton | |
| Title: | Power of Attorney |
Exhibit 5.1
December 28, 2020
VIA ELECTRONIC MAIL
Ameri Holdings, Inc.
4080 McGinnis Ferry Road, Suite 1306
Alpharetta, Georgia 30005
Ladies and Gentlemen:
We have acted as counsel to Ameri Holdings, Inc. (the “Company”) in connection with the filing by the Company of a Registration Statement on Form S-4 MEF (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement provides for the registration by the Company of up to (a) 10,800,000 shares of its common stock, par value $0.01 and (b) 2,400,000 shares of its Series B preferred stock, par value $0.01 ((a) and (b) collectively, the “Shares”) upon the consummation of the tender offer pursuant to the Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated of August 12, 2020 (the “Tender Agreement”), between the Company (and after giving effect to the Offer and the completion of the transactions contemplated by the Tender Agreement, as the “Resulting Issuer”), Jay Pharma Inc., a Canada corporation (“Jay Pharma”), Jay Pharma Merger Sub, Inc., a Canada corporation, 1236567 B.C. Unlimited Liability Company, a British Columbia unlimited liability corporation, and Barry Kostiner as the Parent Representative. Pursuant to the Tender Agreement, Ameri will make a tender offer to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Resulting Issuer common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma will become a wholly-owned subsidiary of Ameri (the “Offer”). Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.
In connection with this opinion, we have examined and relied upon the Registration Statement in the form to be filed with the Commission on the date hereof, the Tender Agreement, the Company’s Certificate of Incorporation, as amended, and Bylaws, as amended, each as currently in effect, and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and representatives of the Company.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws the laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
In rendering this opinion, we have assumed that, prior to the issuance of any of the Shares, (i) any Shares to be issued upon conversion of Series B Preferred Stock will be issued in accordance with the Series B Preferred Stock Certificate of Designations, (ii) all other approvals for the issuance of the Shares referred to in the Registration Statement have become effective and (iii) no shares of capital stock of the Company are issued or commitments to issue capital stock made by the Company prior to consummation of the Offer, except as expressly permitted by the Tender Agreement.
Based upon and subject to the foregoing, it is our opinion that, when the Registration Statement has been declared effective and the Shares have been issued and paid for in the manner contemplated by, and upon the terms and conditions set forth in the Registration Statement, the Tender Agreement and the Series B Preferred Stock Certificate of Designations, as applicable, the Shares will be validly issued, fully paid and non-assessable.
We consent to the reference to our firm under the caption “Legal Matters” in the proxy statement/prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission promulgated thereunder. This opinion speaks only as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.
Very truly yours,
| /s/ SHEPPARD, MULLIN, RICHTER & HAMPTON LLP |
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
Exhibit 8.1
 |
Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor |
| San Francisco, California 94111-4109 | |
| 415.434.9100 main | |
| 415.434.3947 fax | |
| www.sheppardmullin.com |
December 28, 2020
AMERI Holdings, Inc.
4080 McGinnis Ferry Road, Suite 1306
Alpharetta, Georgia 30005
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated of August 12, 2020 (the “Tender Agreement”), between Ameri Holdings, Inc., a Delaware corporation (“Ameri”, and after giving effect to the Exchange and the completion of the transactions contemplated by the Tender Agreement, as the “Resulting Issuer”), Jay Pharma Inc., a Canada corporation (“Jay Pharma”), Jay Pharma Merger Sub, Inc., a Canada corporation, 1236567 B.C. Unlimited Liability Company, a British Columbia unlimited liability corporation, and Barry Kostner as the Parent Representative. Pursuant to the Tender Agreement, all of the outstanding stock, warrants and options of the Company shall be tendered to the Parent in exchange for stock, warrants and options of the Parent (such exchange, the “Exchange”), with the Company continuing as a wholly owned subsidiary of the Parent. Capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the Tender Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”).
We have acted as counsel to Ameri in connection with the Exchange. For purposes of rendering this opinion, we have examined and are relying upon (without any independent investigation or review of any factual statements therein) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all exhibits and schedules attached thereto):
1. The Tender Agreement;
2. The registration statements of Ameri (i) on Form S-4 filed on November 10, 2020 with the Securities and Exchange Commission (the “SEC”) and (ii) on Form S-4 MEF filed on December 28, 2020 with the SEC, each with respect to the common stock to be issued to the common shareholders of Jay Pharma in connection with the Exchange (collectively, the “Registration Statement”), and the proxy statement/prospectus of Ameri and Jay Pharma, respectively, included in the Registration Statement (the “Proxy Statement/ Prospectus”);
3. Those certain tax representation letters of even date herewith delivered to us by Ameri (the “Ameri Tax Representation Letter”) and by Jay Pharma (the “Jay Pharma Tax Representation Letter”, and, together with the Ameri Tax Representation Letter, the “Tax Representation Letters”); and
4. Such other instruments and documents related to the formation, organization and operation of Ameri and Jay Pharma and to the consummation of the Exchange, and the other transactions contemplated by the Tender Agreement as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any independent investigation or review thereof) that:
(a) Original documents submitted to us (including signatures thereto) are authentic, documents submitted to us as copies conform to the original documents, and that all such documents have been (or will be by the Effective Time) duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof;
(b) All representations, warranties and statements made or agreed to by Ameri and Jay Pharma and their management employees, officers, directors and shareholders in connection with the Exchange, including, but not limited to, those set forth in the Tender Agreement (including the exhibits thereto) and the Tax Representation Letters are true and accurate at all relevant times;
(c) All covenants contained in the Tender Agreement (including exhibits thereto) and the Tax Representation Letters are performed without waiver or breach of any material provision thereof;
(d) The Exchange will be consummated in the manner contemplated by the Proxy Statement/Prospectus, and in accordance with the Tender Agreement without any waiver or breach of any material provision thereof (except for waivers not affecting the structure of the Exchange or the consideration to be paid in connection therewith), and the Exchange will be effective under applicable state law; and
(e) Any representation or statement made “to the knowledge of” or similarly qualified is correct without such qualification.
Based upon and subject to the foregoing, and our consideration of such other matters of fact and law as we have considered necessary or appropriate, we hereby confirm that, subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement, the discussion set forth in the Registration Statement under the caption “Material United States Federal Income Tax Consequences of the Offer”, insofar as such discussion constitutes statements of U.S. federal income tax law, constitutes our opinion as to the material U.S. federal income tax consequences of the Exchange to U.S. holders (as defined in the Registration Statement) of shares of common stock of the Company.
This opinion does not address the various state, local or foreign tax consequences that may result from the Exchange or the other transactions contemplated by the Tender Agreement, and does not address the federal tax consequences of any transaction other than the Exchange as described in the Tender Agreement. In addition, no opinion is expressed about the federal tax treatment of the proposed Exchange under other provisions of the Code, about the federal income tax treatment of any conditions existing at the time of, or effects resulting from, the proposed Exchange that are not specifically covered by the above opinion, nor about any tax effects of the proposed Exchange other than its status as a reorganization for federal income tax purposes, and this opinion may not be relied upon except with respect to the consequences specifically discussed herein.
No opinion is expressed as to any transaction whatsoever, including the Exchange, if any of the representations, warranties, statements and assumptions material to our opinion and upon which we have relied are not accurate and complete in all material respects at all relevant times.
This opinion is not binding on the Internal Revenue Service or any court of law, tribunal, administrative agency or other governmental body. The opinion expressed herein is based upon laws, judicial decisions and administrative regulations, rulings and practice, all as in effect on the date hereof and all of which are subject to change, either on a prospective or retroactive basis. New developments in any such administrative matters, court decisions, legislative changes, or changes in the facts, assumptions or other information upon which our opinion is based may have an adverse effect on the legal or tax consequences described herein, and we do not accept any responsibility for updating or revising our opinion in consequence of any such new development or changes. In addition, our opinion is based upon facts and circumstances as they exist as of the date hereof, and any change in the facts as set forth herein could affect the opinion expressed herein, perhaps adversely. We assume no obligation to update or supplement our opinion to reflect any change in facts or circumstances which may hereafter come to our attention.
We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement, and to the references therein to us. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.
| Very truly yours, | |
| /s/ SHEPPARD, MULLIN, RICHTER & HAMPTON llp | |
| SHEPPARD, MULLIN, RICHTER & HAMPTON llp |
Exhibit 8.2
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Execution Copy |
December 28, 2020
Jay Pharma Inc.
4851 Tamiami Trail N., Suite 200
Naples, FL 34103
Ladies and Gentlemen:
We have acted as counsel to Jay Pharma, Inc., a Canada corporation (the “Company”), in connection with (i) the exchange of all of the stock, warrants and options held by the Company’s stockholders, warrantholders and optionholders in exchange for corresponding stock, warrants and options of AMERI Holdings, Inc., a Delaware corporation (“Parent”), as described in the Company’s representation letter dated as of December 28, 2020 (together with Parent’s representation letter dated as of such date, the “Representation Letters” and such exchange, the “Exchange”). The Exchange is to be undertaken pursuant to the Tender Offer Support Agreement and Termination of Amalgamation Agreement dated as of August 12, 2020 (the “Exchange Agreement”), among the Company, Parent, Jay Pharma Exchange Sub, Inc., 1236567 B.C. Unlimited Liability Company and Barry Kostiner.
You have requested our opinion in connection with the filing with the Securities and Exchange Commission of the registration statement on Form S-4 (the “Registration Statement”).
For purposes of rendering this opinion, we have relied upon the accuracy and completeness of the factual statements and representations that are contained in the Exchange Agreement, the Representation Letters, the Registration Statement, the proxy statement/prospectus of the Parent and the Company included in the Registration Statement and such other records, documents, and information as in our judgment are necessary or appropriate to enable us to provide such opinion. We have not undertaken any independent investigation of any factual matter set forth in any of the foregoing, and we have assumed that (i) such factual statements and representations are accurate and complete as of the date hereof and will be accurate and complete as of the effective time of the Exchange, (ii) the factual statements and representations made to the knowledge of any person or entity or with similar qualification are and will be true and correct as if made without such qualification, (iii) the Exchange will be consummated in the manner contemplated by, and in accordance with, the terms set forth in the Exchange Agreement, Registration Statement and Representation Letters without the waiver of any material condition, and (iv) the Exchange will be effective under applicable law.
We have also assumed that the parties have complied with and, if applicable, will continue to comply with the relevant covenants contained in the Exchange Agreement. If any of the above-described assumptions are untrue for any reason or if the Exchange is consummated in a manner that is inconsistent with the manner described in the Exchange Agreement or the Registration Statement, our opinions as expressed below may be adversely affected and may not be relied upon.
Subject to the assumptions, qualifications and limitations set forth therein, the discussion set forth in the Registration Statement under the caption “Material United States Federal Income Tax Consequences of the Offer”, insofar as it presents legal conclusions with respect to matters of U.S. federal income tax law, subject to the limitations and qualifications referred to therein, is the opinion of Haynes and Boone.
Jay Pharma Inc.
December 28, 2020
We express no opinion on any issue relating to U.S. federal income tax consequences other than those described herein, or on any issue of any state, local, foreign or other tax laws. Further, our opinions are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or a court will not take a contrary position. These opinions are expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the matters stated, represented or assumed herein or any subsequent changes in applicable law, rules or regulations or interpretations thereof.
The opinions expressed herein are based upon existing statutory, regulatory and judicial authority, any of which may be changed at any time with retroactive effect, which changes could affect our opinions. Our opinions are limited to the tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other tax consequences of the Exchange or any other transactions.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Material United States Federal Income Tax Consequences of the Offer” therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act and the rules and regulations thereunder.
| Very truly yours, | |
| /s/ Haynes and Boone, LLP | |
| Haynes and Boone, LLP |
| 2 |
Exhibit 8.3
 |
 |
December 28, 2020
Jay Pharma Inc.
4851 Tamiami Trail N.
Suite 200
Naples, FL 34103
U.S.A.
| Attention: | Henoch
Cohn President |
| Re: | Ameri Holdings, Inc. - Form S-4 MEF Registration Statement |
| Canadian Federal Income Tax Considerations |
Dear Sirs:
We have acted as Canadian tax counsel to Jay Pharma Inc. (“Jay Pharma”), a Canadian corporation, in connection with certain Canadian federal income tax aspects relating to a Tender Agreement (the “Tender Agreement”) between Ameri Holdings, Inc. (“Ameri”) dated as of August 12, 2020 (as may be amended from time to time). Pursuant to the Tender Agreement, Ameri will make a tender offer (the “Offer”) to purchase all of the outstanding common shares of Jay Pharma for the number of shares of the Resulting Issuer (as hereinafter defined) common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma will become a wholly-owned subsidiary of Ameri. The Resulting Issuer refers to Ameri, after giving effect to the Offer and the completion of the transactions contemplated by the Tender Agreement. At your request, we are rendering this opinion concerning certain Canadian federal income tax consequences to certain holders of common shares, options and warrants of Jay Pharma.
This opinion is being delivered in connection with (i) a registration statement on Form S-4 (File No. 333-238742) (the “Initial Registration Statement”) filed by Ameri with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended ( the “Securities Act”); (ii) the related Registration Statement on Form S-4MEF (the “462(b) Registration Statement” and, together with the Initial Registration Statement, the “Registration Statements”) filed by Ameri with the Commission on the date hereof pursuant to Rule 462(b) promulgated under the Securities Act, relating to the issuance of additional shares of common and Series B preferred stock of Ameri, and (iii) certain Canadian federal income tax aspects of the Offer as defined therein, and will appear as an exhibit to the 462(b) Registration Statement. The 462(b) Registration Statement incorporates by reference the Initial Registration Statement that was declared effective by the Commission on November 12, 2020.
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Page 2 of 2 |
In rendering our opinion, we have reviewed the Registration Statements and such other documents and information, and have made such other investigations, as we have considered necessary or relevant for purposes of rendering our opinion. In our examination, we have assumed, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the execution and delivery by each party to a document and the performance by such party of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under such party’s certificate or instrument of formation and by-laws or the laws of such party’s jurisdiction of organization, (iv) that each agreement represents the entire agreement between the parties with respect to the subject matter thereof, (v) that the parties to each agreement have complied, and will comply, with all of their respective covenants, agreements and undertakings contained therein, (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms, and (vii) the statements concerning the Offer provided in the Registration Statements (including, without limitation, their respective exhibits) are true, correct and complete and will remain true, correct and complete at all times up to and including the effective time of the Offer. In addition, in rendering our opinion, we have relied upon, without independent verification, facts and representations that have been provided or made to us by you and your agents which we assume are, and will continue to be, true, correct and complete.
The opinion set forth below is based on the Income Tax Act (Canada), as amended, the regulations thereunder, all specific proposals to amend the Income Tax Act (Canada) publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, and our understanding of the current published administrative practices and assessing policies of the Canada Revenue Agency. Each of these authorities is subject to change, and such changes could apply retroactively. Any changes in law or the facts regarding the Offer, or any inaccuracy in the facts or representations on which we relied, could affect the continuing validity of the opinion set forth below. We assume no responsibility to inform you of any such changes or inaccuracy that may occur or come to our attention. We express our opinion below only as to those matters specifically provided below and no opinion should be inferred as to tax consequences under any provincial or foreign law, or with respect to other areas of Canadian federal taxation.
Based upon and subject to the foregoing, and subject to the limitations and qualifications set forth herein and in the Initial Registration Statement (including those under the headings “Treatment of Jay Pharma Stock Options”, “Treatment of Jay Pharma Warrants” and “ Material Canadian Federal Income Tax Consequences of the Offer” therein), the discussion set forth under the aforedescribed headings in the Initial Registration Statement, insofar as it expresses conclusions as to the application of Canadian federal income tax law, constitutes our opinion.
We are furnishing this opinion in connection with the filing of the 462(b) Registration Statement and this opinion is not to be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of the opinion as an exhibit to the 462(b) Registration Statement and to the reference to our name in the 462(b) Registration Statement. We do not authorize the use of this opinion letter by any other person for any other purposes without, in each instance, our prior written consent.
Yours truly,
| /s/ Fogler, Rubinoff LLP | |
| Fogler, Rubinoff LLP | |
Exhibit 23.3
Exhibit 23.4
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in this Registration Statement of AMERI Holdings, Inc. on Form S-4, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated April 21, 2020, which report includes an explanatory paragraph about the ability of Jay Pharma, Inc. to continue as a going concern, with respect to our audits of the financial statements of Jay Pharma, Inc. as of December 31, 2019 and 2018 and for each of the two years in the period ended December 31, 2019 appearing in the Registration Statement of AMERI Holdings, Inc. on Form S-4 [File No. 333-238742], including all amendments thereto.
| /s/ Marcum llp |
Marcum llp
New York, NY
December 28, 2020
Exhibit 99.1
December 28th, 2020
The Board of Directors
Ameri Holdings, Inc.
5000 Research Court
Suite 750
Suwanee, GA 30024
Board of Directors
Members of the Board:
We hereby consent to the inclusion of our opinion letters, dated August 10, 2020 to the Board of Directors of Ameri Holdings, Inc (“Ameri”) in the registration statement on Form S-4MEF being filed on December 28, 2020 (the “Registration Statement”), and to the references made to our firm and such opinion in the Registration Statement. Notwithstanding the foregoing, in giving such consent, we do not admit and we hereby disclaim that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
| /s/ Nathan Johnson | |
| Nathan Johnson |
Gemini Valuation Services
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