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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/22/20 AMERI Holdings, Inc. S-4/A 123:18M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 5.53M
- Securities for a Merger
2: EX-5.1 Opinion of Counsel re: Legality HTML 36K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 42K
4: EX-8.2 Opinion of Counsel re: Tax Matters HTML 37K
5: EX-8.3 Opinion of Counsel re: Tax Matters HTML 38K
6: EX-23.4 Consent of Expert or Counsel HTML 31K
7: EX-23.5 Consent of Expert or Counsel HTML 31K
14: R1 Document and Entity Information HTML 45K
15: R2 Condensed Consolidated Balance Sheets HTML 143K
16: R3 Condensed Consolidated Balance Sheets HTML 49K
(Parenthetical)
17: R4 Condensed Consolidated Statements of Operations HTML 144K
and Comprehensive Income (Loss)
18: R5 Condensed Consolidated Statements of Changes in HTML 116K
Stockholders' Equity
19: R6 Condensed Consolidated Statements of Cash Flows HTML 114K
20: R7 Description of Business HTML 45K
21: R8 Summary of Significant Accounting Policies HTML 93K
22: R9 Basis of Presentation HTML 51K
23: R10 Equity Transactions HTML 52K
24: R11 Business Combinations HTML 90K
25: R12 Revenue Recognition HTML 57K
26: R13 Intangible Assets HTML 47K
27: R14 Goodwill HTML 39K
28: R15 Share-Based Compensation HTML 36K
29: R16 Equity Compensation Plans HTML 72K
30: R17 Earnings (Loss) Per Share HTML 55K
31: R18 Debt HTML 44K
32: R19 Accrued Expenses and Other Current Liabilities HTML 37K
33: R20 Incentive Plan Items HTML 33K
34: R21 Employee Benefit Plan HTML 33K
35: R22 Income Taxes HTML 46K
36: R23 Bank Debt HTML 36K
37: R24 Convertible Notes HTML 37K
38: R25 Leases HTML 64K
39: R26 Fair Value Measurement HTML 55K
40: R27 Warrants Outstanding HTML 48K
41: R28 Preferred Stock HTML 34K
42: R29 Secured Note HTML 34K
43: R30 Loan From Paycheck Protection Program (Ppp) HTML 34K
44: R31 Loan From U.S. Small Business Administration HTML 34K
(Eidl)
45: R32 Exchange of Convertible Note and Promissory Notes HTML 34K
46: R33 Registered Direct Offering HTML 35K
47: R34 Material Agreements HTML 37K
48: R35 Revision of Prior Year Financial Statements HTML 104K
49: R36 Subsequent Events HTML 63K
50: R37 Summary of Significant Accounting Policies HTML 147K
(Policies)
51: R38 Summary of Significant Accounting Policies HTML 44K
(Tables)
52: R39 Business Combinations (Tables) HTML 63K
53: R40 Intangible Assets (Tables) HTML 47K
54: R41 Goodwill (Tables) HTML 37K
55: R42 Equity Compensation Plans (Tables) HTML 72K
56: R43 Revenue Recognition (Tables) HTML 44K
57: R44 Earnings (Loss) Per Share (Tables) HTML 51K
58: R45 Debt (Tables) HTML 37K
59: R46 Accrued Expenses and Other Current Liabilities HTML 37K
(Tables)
60: R47 Income Taxes (Tables) HTML 40K
61: R48 Leases (Tables) HTML 61K
62: R49 Fair Value Measurement (Tables) HTML 49K
63: R50 Warrants Outstanding (Tables) HTML 48K
64: R51 Revision of Prior Year Financial Statements HTML 101K
(Tables)
65: R52 Description of Business (Details Narrative) HTML 57K
66: R53 Description of Business (Details Narrative) (10-K) HTML 58K
67: R54 Summary of Significant Accounting Policies HTML 45K
(Details Narrative) (10-K)
68: R55 Summary of Significant Accounting Policies - HTML 52K
Schedule of Disaggregation of Revenue (Details)
(10-K)
69: R56 Equity Transactions (Details Narrative) (10-K) HTML 122K
70: R57 Business Combinations (Details Narrative) HTML 72K
71: R58 Business Combinations (Details Narrative) (10-K) HTML 120K
72: R59 Business Combinations - Summary of Foregoing HTML 85K
Acquisitions (Details)
73: R60 Revenue Recognition (Details Narrative) HTML 43K
74: R61 Revenue Recognition - Schedule of Disaggregate HTML 51K
Revenue (Details)
75: R62 Intangible Assets (Details Narrative) HTML 34K
76: R63 Intangible Assets (Details Narrative) (10-K) HTML 39K
77: R64 Intangible Assets - Schedule of Components of HTML 41K
Intangible Assets (Details) (10-K)
78: R65 Intangible Assets - Schedule of Future HTML 41K
Amortization of Intangible Assets (Details) (10-K)
79: R66 Goodwill (Details Narrative) HTML 34K
80: R67 Goodwill (Details Narrative) (10-K) HTML 34K
81: R68 Goodwill - Schedule of Goodwill (Details) (10-K) HTML 37K
82: R69 Share-Based Compensation (Details Narrative) HTML 39K
(10-K)
83: R70 Equity Compensation Plans (Details Narrative) HTML 40K
(10-K)
84: R71 Equity Compensation Plans - Schedule of Option HTML 74K
Activity (Details) (10-K)
85: R72 Earnings (Loss) Per Share - Schedule of Earnings HTML 65K
Per Share Basic and Diluted (Details)
86: R73 Earnings / (loss) Per Share - Schedule of Earnings HTML 68K
Per Share Basic and Diluted (Details) (10-K)
87: R74 Debt (Details Narrative) (10-K) HTML 78K
88: R75 Debt - Schedule of Short Term Debt (Details) HTML 39K
(10-K)
89: R76 Accrued Expenses and Other Current Liabilities - HTML 46K
Schedule of Accrued Expenses and Other Liabilities
(Details) (10-K)
90: R77 Incentive Plan Items (Details Narrative) HTML 33K
91: R78 Employee Benefit Plan (Details Narrative) (10-K) HTML 39K
92: R79 Income Taxes (Details Narrative) (10-K) HTML 38K
93: R80 Income Taxes - Schedule of Provision for Income HTML 55K
Tax (Details) (10-K)
94: R81 Bank Debt (Details Narrative) HTML 47K
95: R82 Convertible Notes (Details Narrative) HTML 68K
96: R83 Leases (Details Narrative) HTML 36K
97: R84 Leases (Details Narrative) (10-K) HTML 36K
98: R85 Leases - Schedule of Components of Lease Expense HTML 37K
(Details)
99: R86 Leases - Schedule of Components of Lease Expense HTML 37K
(Details) (10-K)
100: R87 Leases - Schedule of Supplemental Balance Sheet HTML 40K
Information Related to Leases (Details)
101: R88 Leases - Schedule of Supplemental Balance Sheet HTML 40K
Information Related to Leases (Details) (10-K)
102: R89 Leases - Schedule of Supplemental Cash Flow and HTML 41K
Other Information Related to Leases (Details)
103: R90 Leases - Schedule of Supplemental Cash Flow and HTML 41K
Other Information Related to Leases (Details)
(10-K)
104: R91 Leases - Schedule of Maturity Payments of HTML 51K
Operating Leases (Details)
105: R92 Leases - Schedule of Maturity Payments of HTML 47K
Operating Leases (Details) (10-K)
106: R93 Fair Value Measurement - Schedule of Financial HTML 42K
Assets Measured at Fair Value (Details) (10-K)
107: R94 Fair Value Measurement - Schedule of Fair Value HTML 41K
Change in Levels (Details) (10-K)
108: R95 Warrants Outstanding - Schedule of Warrant HTML 50K
Outstanding (Details)
109: R96 Warrants - Schedule of Warrants Activity (Details) HTML 55K
(10-K)
110: R97 Preferred Stock (Details Narrative) HTML 43K
111: R98 Secured Note (Details Narrative) HTML 37K
112: R99 Loan From Paycheck Protection Program (Ppp) HTML 42K
(Details Narrative)
113: R100 Loan From U.S. Small Business Administration HTML 43K
(Eidl) (Details Narrative)
114: R101 Exchange of Convertible Note and Promissory Notes HTML 41K
(Details Narrative)
115: R102 Registered Direct Offering (Details Narrative) HTML 51K
116: R103 Material Agreements (Details Narrative) HTML 47K
117: R104 Revision of Prior Year Financial Statements - HTML 143K
Schedule of Consolidated Financial Statements
Previously (Details)
118: R105 Revision of Prior Year Financial Statements - HTML 143K
Schedule of Consolidated Financial Statements
Previously (Details) (10-K)
119: R106 Subsequent Events (Details Narrative) HTML 51K
120: R107 Subsequent Events (Details Narrative) (10-K) HTML 70K
122: XML IDEA XML File -- Filing Summary XML 229K
121: EXCEL IDEA Workbook of Financial Reports XLSX 166K
8: EX-101.INS XBRL Instance -- amrh-20200630 XML 2.39M
10: EX-101.CAL XBRL Calculations -- amrh-20200630_cal XML 248K
11: EX-101.DEF XBRL Definitions -- amrh-20200630_def XML 808K
12: EX-101.LAB XBRL Labels -- amrh-20200630_lab XML 1.27M
13: EX-101.PRE XBRL Presentations -- amrh-20200630_pre XML 1.15M
9: EX-101.SCH XBRL Schema -- amrh-20200630 XSD 266K
123: ZIP XBRL Zipped Folder -- 0001493152-20-019817-xbrl Zip 221K
Exhibit 8.1
 |
Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 415.434.9100 main 415.434.3947 fax |
AMERI Holdings, Inc.
4080 McGinnis Ferry Road, Suite 1306
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 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 Kostner 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 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 Offer. 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 statement of Ameri on Form S-4 filed on October 21, 2020 with the Securities and Exchange Commission (the “SEC”), with respect to the common stock to be issued to the common shareholders of Jay Pharma in connection with the Offer (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
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4. Such other instruments and documents related to the formation, organization and operation of Ameri and Jay Pharma and to the consummation of the Offer, 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 Offer, 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 Offer 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 Offer or the consideration to be paid in connection therewith), and the Offer 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 on our examination of the foregoing items and subject to the limitations, qualifications, assumptions and caveats set forth herein, we are of the opinion that for U.S. federal income tax purposes the Offer when completed should qualify as a tax-deferred transaction within the meaning of Section 368(a) of the Code and Treasury Regulations promulgated thereunder.
This opinion does not address the various state, local or foreign tax consequences that may result from the Offer or the other transactions contemplated by the Tender Agreement, and does not address the federal tax consequences of any transaction other than the Offer as described in the Tender Agreement. In addition, no opinion is expressed about the federal tax treatment of the proposed Offer 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 Offer that are not specifically covered by the above opinion, nor about any tax effects of the proposed Offer 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.
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No opinion is expressed as to any transaction whatsoever, including the Offer, 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.
This opinion is intended for the benefit of Ameri and may not be relied upon or utilized for any other purpose or by any other person and may not be made available to any other person without our prior written consent. 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
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| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/22/20 | CORRESP | ||
| 10/21/20 | ||||
| 8/12/20 | 10-K/A, 8-K, CORRESP, S-4/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/10/20 Enveric Biosciences, Inc. S-4/A 121:18M M2 Compliance LLC/FA 11/09/20 Enveric Biosciences, Inc. S-4/A 122:18M M2 Compliance LLC/FA |