During the quiet week between Christmas and New Year’s Eve of 2020, two little-known companies completed a reverse merger that attracted little attention. The acquirer, Ameri Holdings, Inc. (NASDAQ: AMRH), was an obscure tech company in Alpharetta, Ga. The acquiree, Jay Pharma, Inc., was a privately held startup developing cannabis-based pharmaceuticals in Toronto.
The transaction was typical of reverse mergers. Ameri transferred its assets to a newly formed private company, leaving behind a Nasdaq-listed shell. Jay Pharma took up residence in the empty vessel and changed its name to Enveric Biosciences, Inc. (NASDAQ: ENVB). After a one-to-four reverse split, the company’s shares debuted at $4.26 a piece. Just like that, a boring tech stock was transformed into a sexy cannabis stock.
The Nasdaq newcomer brought along some baggage. Before the merger, Enveric’s predecessors had issued a smorgasbord of dilutive securities, including warrants to purchase 1,791,923 shares of common stock at $0.01 per share.1 Although the purchaser of the warrants agreed to limit the number of newly acquired shares it sold per day, a steady stream of sales would nevertheless put downward pressure on Enveric’s stock price.
Enveric had sold the warrants to a hedge fund in the tax haven of Lichtenstein named Alpha Capital Anstalt. In 2018, Alpha was one of ten defendants the U.S. Securities and Exchange Commission charged with coordinating a highly profitable pump-and-dump scheme involving three microcap stocks.2 Without admitting or denying the allegations, Alpha consented to a permanent injunction and paid $908,259 in disgorgement, interest, and penalties.3
There’s no evidence that Enveric is involved in a pump-and-dump scheme or any other violations of securities laws. Selling securities to an investor that has been accused of manipulating stock prices is not illegal. But it is risky, and it’s not the only risk associated with this stock.
The Israeli Connection
Jay Pharma was formed in 2018 to develop cancer drugs from cannabis strains owned by an Israeli company named Tikun Olam Ltd. In 2012, Tikun Olam gained notoriety for cultivating a strain that was high in Cannabidiol (CBD) and low in Tetrahydrocannabinol (THC), making it potentially useful for creating pharmaceuticals that have medical benefits without psychoactive effects. Other companies have developed similar strains.
Jay Pharma sublicensed the rights to Tikun Olam’s intellectual property from an entity in New York named TO Pharmaceuticals USA, LLC, which was formed in 2015 by Tikun Olam’s founder, Ytzchak “Tzachi” Cohen, and a group of co-investors. The sublicense includes exclusive rights to use Tikun Olam’s strains and pending patents for cancer-related applications.4 In exchange, Jay Pharma issued $652,624 worth of common stock to TO Pharmaceuticals and agreed to issue up to $500,000 worth of common stock to the entity in each future financing.5
The long-term value of Tikun Olam’s intellectual property to Enveric is uncertain, particularly in the U.S. Since 2015, Cohen has submitted nine patent applications to the U.S. Patent and Trademark Office for three of Tikun Olam’s strains.6 The USPTO has rejected at least one key claim in each application and has assigned an “abandoned” status to eight of the applications after receiving no response from the applicant.7 A recurring problem has been failure to account for the parentage of the plants.
Tikun Olam went through a difficult period in its home country shortly after Jay Pharma was founded. In 2018, Israel’s Ministry of Health temporarily shut down one of the company’s indoor cannabis farms, claiming that it found contamination and forbidden pesticides at the site.8 The following year, a district court in Jerusalem ordered Cohen to sell his ownership of Tikun Olam’s Israeli operations.
According to Israeli media, the Israel Police told the district court that Cohen was not permitted to own more than 5% of an Israeli cannabis company because of his alleged links to organized crime.9 The police have not publicly disclosed any specific allegations or filed charges against Cohen. Israeli cannabis company Cannbit Pharmaceuticals Ltd. (TASE: CNBT) acquired Tikun Olam’s Israeli business in 2019 for $26,500,000 in cash and stock and an additional $18,000,000 if the company achieves revenue goals.10
Neither Tikun Olam nor TO Pharmaceuticals controls Enveric, which has an independent board and management. The company’s chairman and CEO, David Johnson, joined Enveric after the reverse merger closed. His resume includes stints at Bristol Myers Squibb, Inc. and ConvaTec, Inc.11 Most recently, he was CEO at Alliqua, Inc. until a debt-fueled acquisition spree ended with the company defaulting on a loan covenant and selling off assets.12
In 2018, Alliqua planned to spin off a subsidiary as an independent, Nasdaq-listed company, which was going to execute a reverse merger with TO Pharmaceuticals.13 Johnson was slated to serve as CEO of the surviving entity, which was going to be named TO Pharma, LLC. But the deal was canceled after the would-be spinoff company did not meet Nasdaq’s listing standards.14
Johnson was tapped for the CEO job at TO Pharma–and later at Enveric–by David Stefansky, who runs a small merchant bank in New York named Bezalel Partners.15 Stefansky was an early investor in Jay Pharma.16 Previously, he had co-founded a private equity firm in New York named HarborView Advisors, LLC, which was an early investor in Alliqua.17
HarborView belonged to an informal network of investors that included Alpha Capital and several other defendants in the SEC’s 2018 pump-and-dump lawsuit.18 At the center of the network was a stock promoter in Boca Raton, Fla. named Barry Honig, who had a knack for extracting cheap stock from cash-starved microcap companies. A case in point is the company that eventually became Alliqua.
Alliqua began as a company in Boston named HepaLife Technologies, Inc., which was developing an artificial liver system. In 2008, HepaLife’s majority shareholder was a stock promoter in Vancouver, B.C. named Harmel Rayat, who frequently co-invested with Honig.19
In 2000, Rayat had consented to a permanent injunction and paid a $20,000 fine after the SEC charged him with failing to disclose that he was paid to publish promotional statements about 18 stocks.20 In 2003, he consented to a cease-and-desist order from the SEC, which charged him with selling unregistered shares he received for promoting a penny stock.21 In both cases, Rayat neither admitted nor denied the allegations.
HepaLife was typical of the names in which Rayat and Honig trafficked. In 2007, the company spent more on advertising and investor relations than it spent on research and development.22 By March 2008, it had no revenues, less than $154,000 in cash, and a burn rate of $386,000 per quarter. Its auditor had expressed doubts about its ability to continue as a going concern.23
Teetering on the brink of insolvency, HepaLife raised capital in May 2008 through a type of offering called a private investment in public equity (PIPE).24 In a PIPE, accredited investors buy securities from a publicly traded company in a private transaction. The price per security is usually less than the quoted price for the issuer’s securities in the public market.
The placement agent for HepaLife’s PIPE was an investment bank in Venice, Fla. named Palladium Capital Advisors, LLC, which frequently worked with Honig and his associates.25 Four investors in the PIPE were later defendants in the SEC’s 2018 lawsuit: Alpha Capital, Michael Brauser, Melechdavid, Inc., and GRQ Consultants, Inc., which was controlled by Honig.26
The terms of the PIPE were stacked in favor of the investors, who paid $4,530,800, or $0.425 per share, for 12% of the company. The purchase agreement included a provision called a “full ratchet,” which is usually reserved for distressed investments. For 12 months after the PIPE, if HepaLife sold shares for less than $0.425 a piece, the company would have to issue enough shares to the PIPE investors to restore the value of their investment to $4,530,800 and return their ownership percentage to 12%.27
What’s more, for each share the PIPE investors bought, they received a two-year warrant to buy an additional share for $0.55. The warrants, too, were protected by a 12-month full ratchet in case HepaLife issued more warrants with an exercise price below $0.55.28 HepaLife was required to register the PIPE investors’ shares for resale–including the shares issuable upon exercise of the warrants–within 12 months of the deal closing.29
Imagine you were an investor who wanted to buy HepaLife stock after the PIPE. For a year, if you bought newly issued shares from the company for less than $0.425 per share, HepaLife would immediately issue additional shares that would reduce your ownership percentage. When the PIPE investors exercised their warrants, the company would issue even more shares, further diluting your stake. When the PIPE investors sold their shares, the glut of HepaLife stock on the market would likely decrease the value of your holdings.
With so many risks, few investors would buy HepaLife stock in a public offering after the PIPE. Therefore, when HepaLife needed more cash, it would have few alternatives than to return to the private market.
Back to the Well
That’s what happened in May 2010. First, Rayat and his associates amended the company’s by-laws to divide the board of directors into three classes. Shareholders could elect only one class per year, and the directors in each class would serve for three years.30 By staggering the directors’ terms, Rayat ensured that other shareholders could not elect enough directors in any one year to take control of the board.
Next, in a PIPE facilitated by Palladium, HepaLife sold 9,400,000 units of common stock and warrants for $1,175,000, or $0.125 per unit. Among the buyers were Honig’s GRQ Consultants and Stefansky’s firm, Harborview.31
Simultaneous with the PIPE, HepaLife acquired a company named AquaMed Technologies, Inc., in which Harborview and Honig held sizeable positions. The acquisition required approval from a majority of HepaLife’s shareholders. So, Honig, Rayat, and an associate named Ranjit Bhogal pooled their shares–which comprised just over half of HepaLife’s total shares outstanding–and signed a stockholder voting agreement. Without votes from any other shareholders, they approved the acquisition.32
The terms of the acquisition were partial to AquaMed’s owners. Each of Honig’s preferred shares of AquaMed converted into 100 common shares of HepaLife, giving Honig 11% of HepaLife’s total shares outstanding. Unlike other owners of AquaMed’s preferred shares, Honig got the right to sell his HepaLife shares immediately after the deal closed.33
Harborview made out even better. Each of its preferred shares of AquaMed converted into 400 common shares of HepaLife. After the acquisition, Harborview and its two principals owned 49.9% of the company. In addition, Harborview got three out of four seats on the board. The staggered terms Rayat had put in place cemented Harborview’s control.
AquaMed made gels that could be placed on adhesive bandages to treat wounds. Healthcare investors were excited about the wound care market and were bidding up stocks that addressed it, such as MiMedx Group (NASDAQ: MDXG). In late 2010, HepaLife changed its name to Alliqua, Inc. and formed a subsidiary focused on wound care.
Shortly afterward, Palladium facilitated a $1 million private placement for the company. The sole investor was Frost Gamma Investments Trust34, which was controlled by an entrepreneur in Miami named Phillip Frost, M.D. Frost was an associate of Honig and, like Honig, was a defendant in the SEC’s 2018 pump-and-dump lawsuit. Without admitting or denying the allegations, Frost consented to a permanent injunction and paid $5,523,388 in disgorgement, interest, and penalties.35
In 2005, Frost had sold his generic drug manufacturer Ivax Corp. to an Israeli company named Teva Pharmaceutical Industries Ltd. for $7.4 billion.36 Afterward, Frost served as vice chairman of Teva from 2006 to 2010 and as chairman from 2010 to 2015. In Aug. 2020, the U.S. Dept. of Justice indicted Teva’s U.S. subsidiary for conspiring to fix prices, rig bids, and allocate customers for generic drugs since at least May 2013.37
Since 2017, Teva and its current and former directors and officers have been named as defendants in at least 20 securities lawsuits in U.S. federal court, including four class actions. The cases have been consolidated, and the outcome is pending.38 One of the defendants is Allan Oberman, who was President and CEO of Teva Americas Generics from 2012 to 2014. Later, he served as CEO of Concordia International Corp., which, like Teva, ran into legal problems with generic drug pricing.39
In 2019, Oberman was appointed chairman of Jay Pharma. He resigned seven months later after expressing concern about the company’s difficulty in obtaining director’s and officer’s insurance at a reasonable price.40 It’s not clear why insurers demanded a high premium. They usually do so when they detect high risk.
Past Is Prologue
The merger of Jay Pharma and Ameri was risky from the start. At the end of 2019, neither company had enough cash to last until the merger was completed.41 The problem was reminiscent of HepaLife in 2008, and so was the solution.
In January 2020, Jay Pharma agreed to two transactions with Alpha Capital. The first was a bridge loan for $1,500,000 at 7% interest in exchange for a note that, right before the merger, would convert into 1,700,458 common shares of Jay Pharma and warrants to purchase an additional 1,700,458 common shares at $1.07 per share. The $1,500,000 was supposed to last Jay Pharma until the merger closed in July 2020.42
Ameri had made a similar deal with Alpha in November 2019. It had borrowed $1,500,000 in exchange for a note. When Ameri was unable to repay the loan in May 2020, Alpha agreed to extend the maturity date for six months–in exchange for a warrant to buy up to 646,094 common shares of Ameri at $0.001 per share.43
By August 2020, the merger had been delayed. Jay Pharma borrowed an additional $500,000 from Alpha in exchange for sweetened terms on its convertible note. Instead of 1,700,458 common shares, the note would convert into 2,522,005 common shares and warrants to purchase 2,378,543 additional common shares at $1.01 per share.44
In addition to the bridge loan, Jay Pharma had entered into a stock purchase agreement with Alpha. Simultaneous with the conversion of the note, Alpha would invest $3,500,000 in Jay Pharma in exchange for 3,567,815 common shares and warrants to buy an additional 3,567,815 common shares at $1.07 per share. After the merger, Alpha would exchange its Jay Pharma shares and warrants for, respectively, preferred stock convertible into 3,033,944 common shares of Enveric and warrants to buy an additional 3,033,944 common shares of Enveric at $1.19 per share.45
But Alpha wanted even more. So, while it negotiated the bridge loan and investment with Jay Pharma, it made a side deal with Tikkun Pharma, Inc., which was another startup that had sublicensed Tikun Olam’s intellectual property from TO Pharmaceuticals. Tikkun Pharma assigned to Jay Pharma its rights to skin care treatments and formulations for developing drugs for graft versus host disease (GVHD). In exchange, Jay Pharma issued 10,360,007 common shares to Tikkun Pharma, which sold 7,774,463 of the shares to Alpha for a nominal price of $10.46
For its largesse, Tikkun Pharma would get to convert its remaining 2,585,544 common shares of Jay Pharma into 2,198,656 common shares of Enveric. Alpha, for its part, would get to convert its 7,774,463 common shares of Jay Pharma into 6,611,129 preferred shares, which were convertible into 6,611,129 common shares of Enveric.
When the merger was completed and Alpha had converted and exercised all its preferred shares and warrants, it stood to own more than 30% of Enveric’s common shares outstanding.47 Ameri would have to issue 43,362,755 common shares to Jay Pharma’s shareholders, including Alpha and Tikkun Pharma.48 The issuance would leave Ameri’s shareholders owning only 13% of the issued and outstanding equity in Enveric, severely diluting their voting power.
But the dilution didn’t end there. On Jan. 12, 2021–two weeks after the merger closed–Enveric agreed to register for resale 1,791,923 common shares issuable upon exercise of Alpha’s warrants. Once registered, the shares wouldn’t be subject to any lock-up agreement, and Alpha could begin selling them at will. Alpha agreed not to sell more than 10% of the daily trading volume of common stock on the Nasdaq on any given day–unless Enveric’s stock price closed above $5.29 for five consecutive days, in which case all bets would be off.49
One day after Enveric agreed to register Alpha’s warrant shares, the company sold 1,610,679 common shares at $4.50 per share and 610,679 pre-funded warrants at $4.49 per warrant with an exercise price of $0.01. In a concurrent private placement, Enveric sold five-year warrants to purchase 1,666,019 common shares at $4.95 per share, which were exercisable immediately upon issuance. In the prospectus, the company warned that anyone who bought the common shares at $4.50 per share would experience immediate dilution of $3.42 per share.50
Since debuting at $4.15 on Jan. 5, 2021, shares of Enveric have dropped 8% to close at $3.83 on Jan. 27, 2021. That’s 15% below the offering price of the shares sold on Jan. 13, 2021. After the offering, the company’s total common shares outstanding increased 19% from 11,595,109 to 13,816,467.51
As an early-stage biotech startup, Enveric won’t generate enough cash flow to fund its operations for years, if ever. To develop its products, it will have to issue more stock. That’s okay if the company’s valuation increases at a faster rate than its total shares outstanding. But Enveric is obligated to issue 7,839,844 additional shares upon conversion of preferred stock and exercise of warrants and options.52 With so many shares coming to market, the company will have to create extraordinary value for its shareholders to gain meaningful returns.
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3. United States District Court, Southern District of New York. Securities and Exchange Commission v. Barry C. Honig et al. Feb. 16, 2019, cdn.theactivist.news/wp-content/uploads/2021/01/22212427/Final-Judgment-Consent-Alpha-Capital-Anstalt-2019-0206.pdf.
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6. Cohen, Ytzchak, et al., inventors. Cannabis plant named ‘Avidekel.‘ Mar. 10, 2016. U.S. Patent Application 14/757,039. USPTO Patent Application Full-Text and Image Database, appft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&u=%2Fnetahtml%2FPTO%2Fsearch-adv.html&r=3&f=G&l=50&d=PG01&p=1&S1=20160073566&OS=20160073566&RS=20160073566.
… Cannabis plant named ‘Erez.‘ Mar. 10, 2016. U.S. Patent Application 14/757,040. USPTO Patent Application Full-Text and Image Database, appft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FPTO%2Fsearch-bool.html&r=3&f=G&l=50&co1=AND&d=PG01&s1=20160073567&OS=20160073567&RS=20160073567.
… Cannabis plant named ‘Midnight.‘ Mar. 10, 2016. U.S. Patent Application 14/757,041. USPTO Patent Application Full-Text and Image Database, appft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&u=%2Fnetahtml%2FPTO%2Fsearch-adv.html&r=3&f=G&l=50&d=PG01&p=1&S1=20160073568&OS=20160073568&RS=20160073568.
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… Abandonment. Sep. 5, 2017. U.S. Patent Application 14/757,039. USPTO Public Patent Application Information Retrieval, portal.uspto.gov/pair/view/BrowsePdfServlet?objectId=J77N4RE8RXEAPX1&lang=DINO.
… Final Rejection. May 16, 2018. U.S. Patent Application 14/757,040. USPTO Public Patent Application Information Retrieval, portal.uspto.gov/pair/view/BrowsePdfServlet?objectId=JH68GGO5RXEAPX0&lang=DINO.
… Abandonment. Dec. 17, 2018. U.S. Patent Application 14/757,040. USPTO Public Patent Application Information Retrieval, portal.uspto.gov/pair/view/BrowsePdfServlet?objectId=JPMSE8O4RXEAPX2&lang=DINO.
… Non-Final Rejection. Jan. 12, 2017. U.S. Patent Application 14/757,041. USPTO Public Patent Application Information Retrieval, portal.uspto.gov/pair/view/BrowsePdfServlet?objectId=JPMSE8O4RXEAPX2&lang=DINO.
… Abandonment. Oct. 5, 2017. U.S. Patent Application 14/757,041. USPTO Public Patent Application Information Retrieval, portal.uspto.gov/pair/view/BrowsePdfServlet?objectId=J8BP94EMRXEAPX2&lang=DINO.
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