AMERI Holdings, Inc. (Form: S-4MEF, Received: 12/28/2020 17:31:24)
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
incorporation |
(Primary
Classification |
(I.R.S.
Identification |
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
Jayun
Haynes
30
New
Tel.
Fax |
Henoch
President
Jay
4851
Suite
Naples,
Tel: |
Richard
Sheppard,
Hampton
30
New
Tel.
Fax |
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
|
Exhibit Number |
Exhibit Description |
|
| 5.1 | Opinion of Sheppard, Mullen, Richter & Hampton LLP regarding legal matters | |
| 8.1 | Opinion of Sheppard, Mullen, Richter & Hampton LLP regarding tax matters | |
| 8.2 | Opinion of Haynes and Boone, LLP regarding tax matters | |
| 8.3 | Opinion of Fogler Rubinoff LLP regarding tax matters. | |
| 23.1 | Consent of Sheppard, Mullen, Richter & Hampton LLP (included in the opinion filed as Exhibit 5.1) | |
| 23.2 | Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 8.2) | |
| 23.3 | Consent of Ram Associates, CPA | |
| 23.4 | Consent of Marcum LLP | |
| 24.1* | Powers of Attorney of Registrant’s Board of Directors (incorporated by reference to the signature pages of the Registration Statement on Form S-4) | |
| 99.1 | Consent of Gemini Valuation Services, LLC |
*
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,
Four |
|
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
 |
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 |
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.
 |
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.
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