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AMRH - I could use your help.

Just curious if anyone has ever been through a reverse merger before, and if so what your experience was?

AMRH and Jay Pharma received SEC approval this week to go on with the merger. It's now pending an AMRH shareholder vote which is to be held on December 23rd.

The merger will involve an R/S. I'll copy the details from the prospectus below, but essentially AMRH has to issue a bunch of shares to "buy" Jay Pharma, and then will effect an R/S to bring the stock price to at least $6/share.

Normally, R/S's = BAD. I think we can all agree with that. I'm trying to determine if this is different because of the merger, so I would appreciate any and all feedback.

From the Prospectus

Upon completion of the Offer and the transactions contemplated in the Tender Agreement, (i) Jay Pharma equity holders, including parties acquiring common shares of Jay Pharma and parties receiving Series B Preferred Stock in the Offer, will own approximately 82.3% of the outstanding equity of the Resulting Issuer, (ii) the Ameri equity holders at the time of the completion of the Offer, assuming the Offer is completed as of December 31, 2020, will own approximately 14.5% of the outstanding equity of the Resulting Issuer, assuming conversion of certain outstanding warrants of Ameri, and (iii) the financial advisor to Jay Pharma and Ameri will own approximately 3.2% of the outstanding equity of the Resulting Issuer......Immediately following the Offer, subject to the approval of the current Ameri stockholders, it is anticipated that the Resulting Issuer will effect a reverse stock split at a ratio between 1-for-2 and 1-for-25 with respect to its issued and outstanding common stock. The reverse stock split is intended to increase the Resulting Issuer’s stock price to at least $6.00 per share, which such reverse stock split is one of the conditions to the closing of the Offer.

(1) The Ameri Share Issuance Proposal — to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of Ameri
securities to Jay Pharma Inc., a Canada corporation (“Jay Pharma”), equity holders and to other parties in connection with the Offer, the Tender Agreement, dated as of August 12, 2020, as it may be amended, by and among Ameri, Jay Pharma, and the other signatories thereto, and the
transactions contemplated thereby, including but not limited to the issuance of shares of common stock of Ameri in connection with the Offer (the “Resulting Issuer”) to Jay Pharma equity holders, warrants to purchase Resulting Issuer common stock to holders of certain outstanding warrants to purchase Jay Pharma common shares, Series B Warrants to purchase Resulting Issuer common stock to be issued to Alpha Capital Anstalt (“Alpha”), shares of Series B non-voting preferred stock, par value $0.01 per share, which are convertible into shares of Resulting Issuer common stock subject to a 9.99% beneficial ownership blocker (the “Series B Preferred Stock”) to be issued to Alpha and shares of Resulting Issuer common stock to a financial advisor of Jay Pharma and Ameri, as Offer consideration pursuant to the terms and conditions of the Tender Agreement (the “Ameri Share Issuance Proposal”);

(3) The Reverse Stock Split Proposal — to approve an amendment to our amended and restated 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 Resulting Issuer immediately following the Offer (the “Reverse Stock Split Proposal”);

The entire Prospectus can be found here:

https://app.quotemedia.com/data/downloadFiling?webmasterId=102445&ref=115439820&type=PDF&symbol=AMRH&companyName=Ameri+Holdings+Inc.&formType=424B3&formDescription=Prospectus+%5BRule+424%28b%29%283%29%5D&dateFiled=2020-11-13&CK=890821