Full Press Release Details
HOLDINGS AMALGAMATION PARTNER JAY PHARMA REPORTS IRB APPROVAL FOR TESTING PROPRIETARY CBD FORMULATION IN BRAIN CANCER
Approval Anticipated in Summer 2020 to Initiate Phase I/II Study in Glioblastoma Multiforme-
GA - (June 2, 2020) - AMERI Holdings, Inc. (NASDAQ: AMRH) (the "Company"), today announced that its
proposed amalgamation partner Jay Pharma Inc. ("Jay Pharma") received institutional review board ("IRB")
approval by Rabin Medical Center in Petah Tikva, Israel for a Phase I/II clinical trial investigating Jay Pharma's proprietary
cannabidiol ("CBD") formulation for the treatment of glioblastoma multiforme ("GBM"), a rare and aggressive
form of brain cancer. This open-label, two-arm, randomized, prospective study is scheduled to commence following final approval
from the Israel Ministry of Health, which is expected this summer.
study is expected to enroll 40 patients with recurrent or progressive GBM tumors who are currently undergoing chemotherapy treatments.
Half the patients are expected to be treated with Jay Pharma's orally administered synthetic CBD derived from citrus, and
half will be treated with CBD in combination with clomiphene, an estrogen binding site inhibitor. This combination has shown promise
in cancer treatment studies according to Dr. Zvi Vogel, Professor of Neurobiology at the Weizmann Institute of Science. Dr. Vogel
stated, "our initial work with CBD in combination with clomiphene has shown promise and look forward to working with Jay
Pharma on combination therapy studies, with the ultimate goal of delivering FDA-approved combination therapies to cancer patients."
study is expected to be led by Tali Siegal, M.D., director of the Rabin Medical Center's neuro-oncology center and a clinical
advisor to Jay Pharma. Dr. Siegal is also a professor of neurology (neuro-oncology) at Hebrew University & Hadassah Medical
School in Jerusalem, chair of the Israeli Neuro-Oncology Forum and serves on numerous scientific committees around the globe.
believe that this clinical trial will further advance our understanding into how CBD affects this aggressive, rare and deadly
cancer," said Dave Johnson, CEO and Chairman-elect of Jay Pharma. "Our focus on cannabinoid medicine is driven by
our belief in its potential efficacy in palliative cancer care and the potential of our proprietary cannabinoid formulation.
highly expresses the CB2 cannabinoid receptor, and our hypothesis is that CBD opens up' cell pathways and makes them
more susceptible to chemotherapy. As prior studies have shown much promise, we are optimistic this Phase I/II clinical trial will
encourage further research with the goal of adding a new treatment for those living with glioblastoma," Mr. Johnson said.
study published in 2018 demonstrated that 92% of patients with solid tumors responded positively to CBD treatment, showing reductions
in circulating tumor cells and reduction in tumor size. Additional studies indicated that CBD may reduce the growth and survival
of GBM cell lines, causing cell cycle arrest and inducing cell death (apoptosis).
Pharma is dedicated to developing innovative, evidence-based medicines and combination therapies to address unmet needs in cancer
care. Our mission is to improve the lives of persons suffering from cancer, initially by developing over-the-counter products
for persons suffering from the side effects of cancer and cancer treatments, and longer term by advancing a pipeline of novel
combination therapies as an adjunct to standard-of-care cancer treatments. For further information, visit https://jaypharma.co/about/
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
January 10, 2020, Ameri entered into an Amalgamation Agreement (the "Merger Agreement") with Jay Pharma, Jay Pharma
Merger Sub, Inc., a company organized under the laws of Canada and a wholly-owned subsidiary of Ameri ("Merger Sub"),
1236567 B.C. Unlimited Liability Company, a company organized under the laws of British Columbia and a wholly-owned subsidiary
of Ameri ("ExchangeCo"), and Barry Kostiner, as the Ameri representative, pursuant to which, among other matters,
and subject to the satisfaction or waiver of the conditions set forth in the Amalgamation Agreement, including, but not limited
to, the approval of the proposed transaction by the shareholders of each of Ameri and Jay Pharma, Merger Sub and Jay Pharma will
be amalgamated and will continue as one corporation, which shall become a direct wholly-owned subsidiary of ExchangeCo and an
indirect wholly-owned subsidiary of Ameri (the "Amalgamation"). In connection with the Amalgamation, Ameri intends
to sell substantially all of its current assets, change its name to Jay Pharma and Jay Pharma's business is intended to
become the sole business of the combined company following this transaction.
Additional Information Will be Filed with the SEC
connection with the proposed transactions, Ameri has filed with the SEC a registration statement on Form S-4 that includes a preliminary
joint proxy statement of Ameri and Jay Pharma that also constitutes a prospectus of Ameri and the definitive joint proxy statement
statement/prospectus will be mailed to shareholders of Ameri and Jay Pharma. Ameri and Jay Pharma also plan to file other relevant
documents with the SEC regarding the proposed transaction AMERI URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERI, THE PROPOSED TRANSACTIONS
AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement, prospectus and
other documents filed by the Company with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov.
In addition, investors and shareholders will be able to obtain free copies of the proxy statement, prospectus and other documents
filed by Ameri with the SEC by contacting Investor Relations by mail at 4080 McGinnis Ferry Road, Suite 1306, Alpharetta, Georgia.
Stockholders are urged to read the proxy statement, prospectus and the other relevant materials when they become available before
making any voting or investment decision with respect to the proposed transactions.
and Jay Pharma, as well as each of their respective directors and executive officers and certain of their other members of management
and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed transactions. Additional
information regarding these persons and their interests in the transaction will be included in the definitive joint proxy statement/prospectus
and other relevant documents filed with the SEC if and when they become available. Investors should read the definitive joint
proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. These documents
can be obtained free of charge from the sources indicated above.
Offer or Solicitation
press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor will there be any sale of securities in any states or jurisdictions 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.
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 Amalgamation. 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.
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.
Kostiner, Chief Financial Officer
Holdings Investor Relations Contact: