AMERI Holdings Files Amended Registration Statement On Form S-4
Ameri Holdings, Inc. (NASDAQ: AMRH) has filed an Amended Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement/prospectus for a proposed tender agreement with Jay Pharma. The Boards of Directors of both companies are committed to finalizing the reverse merger transaction. Once the Amended S-4 is effective, a special meeting will be scheduled for stockholders to vote on the merger. Following the completion, Ameri intends to rebrand as EXTEN Biosciences, Inc. and will continue trading on Nasdaq under a new ticker symbol.
- Filing of Amended Registration Statement on Form S-4 indicates progress in merger with Jay Pharma.
- Commitment from both Boards of Directors enhances likelihood of successful transaction.
- Completion of the transaction is contingent on stockholder approval and SEC's effectiveness review.
ATLANTA, Oct. 23, 2020 /PRNewswire/ -- AMERI Holdings, Inc. (NASDAQ: AMRH) ("Ameri", the "Company"), announced that it has filed an Amended Registration Statement on Form S-4 ("Amended S-4") with the Securities and Exchange Commission ("SEC"), which includes a preliminary proxy statement/prospectus, in connection with the Company's proposed tender agreement with Jay Pharma.
The Boards of Directors of both companies remain committed to the successful conclusion of the reverse merger transaction.
The Amended S-4 containing the joint preliminary proxy statement/prospectus is available through the SEC's website at www.sec.gov.
Ameri's common stock is currently traded on Nasdaq under the symbol "AMRH." In connection with the closing of the transaction, Ameri intends to change its name to EXTEN Biosciences, Inc. and remain Nasdaq-listed under a new ticker symbol. Completion of the transaction is subject to approval by Ameri and Jay Pharma stockholders, the Registration Statement being declared effective by the SEC and other customary closing conditions. Once the Form S-4 has been declared effective by the SEC, the Company intends to set a date for a special meeting for its stockholders to approve the proposals associated with the amalgamation, and deliver the final Proxy Statement to its stockholders.
About Ameri100
Ameri 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
Important Additional Information Filed with the SEC
In 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.
Participants in the Solicitation
Ameri 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.
No Offer or Solicitation
This 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.
Forward-Looking Statements
This 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.
The 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.
Corporate Contact:
Barry Kostiner, Chief Financial Officer
IR@ameri100.com
Ameri Holdings Investor Relations Contact:
Sanjay M. Hurry
LHA Investor Relations
(212) 838-3777
IR@ameri100.com
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SOURCE Ameri100
FAQ
What is the purpose of the Amended Registration Statement filed by AMRH?
What will happen to AMRH after the merger with Jay Pharma?
What conditions must be met for the merger between Ameri Holdings and Jay Pharma to proceed?
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