Full Press Release Details
HOLDINGS' STOCKHOLDERS APPROVE
PROPOSALS TO COMPLETE TENDER OFFER FOR JAY PHARMA SHARES
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.
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.
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".
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.
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
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.
Information For Investors and STOCKholders
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
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.
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.
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.
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: