Ameri Holdings’ Merger with Jay Pharma Inc


Sheppard, Mullin, Richter & Hampton LLP represented Ameri Holdings, Inc. (NASDAQ: AMRH) (“Ameri”) as the issuer in its amalgamation agreement with Jay Pharma Inc.

AMERI Holdings, Inc. (NASDAQ: AMRH) announced it entered into an amalgamation agreement with Jay Pharma Inc. (“Jay Pharma”), a Canadian company dedicated to developing innovative, evidence-based cannabinoid products and combination therapies to address unmet needs in cancer care, pursuant to which the shareholders of Jay Pharma will become the majority holders of Ameri’s outstanding stock by way of an amalgamation (the “Amalgamation”). In connection with the Amalgamation, Ameri will spin-off its existing IT services business to a private entity founded by Ameri management in partnership with Ameri’s current Series A Preferred Equity Holders (the “Spin-Off,” and collectively, with the Amalgamation, the “Transactions”). The Transactions are expected to close in the first half of 2020, subject to Ameri shareholder approval, approval of the Nasdaq Stock Market, and other customary closing conditions.

On a pro forma basis and based upon the number of shares of Ameri common stock to be issued in the Amalgamation, current Ameri shareholders will own approximately 16% of the combined company and current Jay Pharma shareholders will own approximately 84% of the combined company. The Boards of Directors of both Ameri and Jay Pharma have unanimously approved the transaction.

The Sheppard Mullin team was led by partner Richard Friedman (Picture) and included partner John Hempill and associate Justin Anslow. Special assistance was provided by partners Eric Altman, Dmitriy Chelnitsky, Judith Fiorini, and Daniel Schnapp, special counsel Sean Kirby and associate Alana Berrocal.

Involved fees earner: Eric Altman – Sheppard Mullin; Justin Anslow – Sheppard Mullin; Dmitriy Chelnitsky – Sheppard Mullin; Judith Fiorini – Sheppard Mullin; Richard Friedman – Sheppard Mullin; John Hempill – Sheppard Mullin; Sean Kirby – Sheppard Mullin; Daniel Schnapp – Sheppard Mullin;

Law Firms: Sheppard Mullin;

Clients: AMERI Holdings, Inc.;

Author: Ambrogio Visconti