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ATLANTA, Dec. 29, 2020 /PRNewswire/ -- 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.
Posted In: AMRH
