SATT 8-K
Sativus Tech Corp. (SATT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
ITEM 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Seedo Corp (the “Company”) is announcing that a majority of the Company’s shareholders brought forth a Shareholder’s Action by Written Consent to remove David Freidenberg and Gil Feiler from the Board of Directors of the Company, and immediately appoint Shmuel Yannay, Moshe Bar Siman Tov and Iris Tova Ginsburg and to its Board of Directors. The three new directors will join Avi Stern, an incumbent Independent Director, in comprising the Board of Directors of Seedo.
Said Shareholder’s Action by Written Consent by majority of the shareholders of the Company was reviewed, verified, and approved by the Company Secretary on October 28th, 2021, and under Delaware law is effective as of the date of receipt by the Company of the first executed action by written consent of a shareholder. Below are the biographies of the newly appointed directors of the Company:
Shmuel Yannay, 44, is a licensed attorney (Israel) with broad managerial experience and has served as an Israeli investment banker and the managing partner or Axey Capital, a family office specialized in funding public companies around the globe. Shmuel has a proven track record in corporate equities, finance, capital markets, mergers & acquisitions, and start-up entrepreneurships. Shmuel holds a BA in Economics and an LL.B. degree in Law from Hebrew University in Jerusalem.
Moshe Bar Siman Tov, 45, is an Israeli economist and public figure, who served as director general of the Ministry of Health between 2015-2020. In October 2020, he joined the Institute for National Security Studies as a senior guest researcher. Prior to that, he was the Deputy Budget Officer at the Ministry of Finance and served as Economic Assistant at the Israeli Embassy in Washington. Moshe also served as a director of the Lottery and a member of the board of directors of the Myers-JDC-Brookdale Institute, and he currently serves as a director at "Nofar Energy" and "UpHealth". Moshe holds a bachelor's degree in Economics and a master's degree in Business Administration degree with a specialization in finance from the Hebrew University of Jerusalem.
Iris Tova Ginsburg, 44, an expert economist in the field of health and a consultant for medical technology companies and health organizations. In the past, she held several positions in the public system and business sector, including director of health in the budget department of the Ministry of Finance, deputy director of economics and regulation at fellow pension funds, economic advisor to the director general of the Ministry of Finance, and served as a member of the public committee. Iris holds a bachelor's degree in Economics and a master's degree in Business Administration from the Bar-Ilan University.
ITEM 5.07 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A majority of the Company’s shareholders brought forth a Shareholder’s Action by Written Consent to remove David Freidenberg and Gil Feiler from the Board of Directors of the Company, and immediately appoint Shmuel Yannay, Moshe Bar Siman Tov and Iris Tova Ginsburg and to its Board of Directors. The three new directors will join Avi Stern, an incumbent Independent Director, in comprising the Board of Directors of Seedo.
Said Shareholder’s Action by Written Consent by majority of the shareholders of the Company was reviewed, verified, and approved by the Company secretary on October 28th, 2021, and under Delaware law is effective as of the date of receipt by the Company of the first executed action by written consent of a shareholder.
Under Delaware law, shareholders of the Company may act without a meeting, without prior notice and without a vote, if consents in writing setting forth the corporate action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such corporate action at a meeting at which all shares entitled to vote thereon were present and voted, i.e., a majority of the outstanding voting power.
The foregoing summary is qualified in its entirety by reference to the full text of the action by written consent, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company intends to provide notice of such written consent to stockholders who are entitled to receive such notice in accordance with Section 228(e) of the General Corporation Law of the State of Delaware. A copy of such notice is attached hereto as Exhibit 99.2 and incorporated herein by reference.
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ITEM 9.01 – EXHIBITS
(d) Exhibits.
| Exhibit Number |
Description |
| 99.1 | Form of Action by Written Consent of the Shareholders of Seedo Corp. |
| 99.2 | Form of Notice of Action without a Meeting of the Stockholders. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 1st, 2021
|
SEEDO CORP.
/x/ Gadi Levin By: Gadi Levin, CFO |
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Exhibit 99.1
ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDERS
OF SEEDO CORP
Date: October 7, 2021
The undersigned, being a shareholder of SEEDO CORP., a Delaware corporation (the "Corporation"), acting pursuant to the Delaware General Corporate Law, including, inter alia, Sections 114 and 228 of such law, and the Corporation's By-Laws, hereby waives all formal requirements, including the necessity of holding a formal or informal meeting, and any requirements that notice of such meeting be given, hereby consents to approve and adopt the following recitals and resolutions by written consent:
WHEREAS, the shareholder deems it advisable and in the best interests of the Corporation to elect Moshe Bar Siman Tov, Shmuel Yannay and Iris Tova Ginsburg (collectively, the “New Directors”) as directors of the Corporation and to remove David Freidenberg and Gil Feiler (collectively, the “Incumbent Directors”) as directors of the Corporation.
NOW, THEREFORE, BE IT RESOLVED to modify the most recent publicly filed version of the By-Laws of the Corporation such that notwithstanding anything which is stated in the By-Laws in general, and Section 45 specifically, the Incumbent Directors cannot adopt, amend or repeal the By-Laws of the Corporation, until the appointment of, and with the consent of, all the New Directors, and that any adoption, amendment or repeal of the By-Laws of the Corporation which may have resolved by the Incumbent Directors since the most recent publicly filed version of the By-Laws of the Corporation is hereby null and void, ab initio.
FURTHER RESOLVED, that David Freidenberg and Gil Feiler are removed immediately as directors of the Corporation.
FURTHER RESOLVED, that the following persons are elected as directors of the Corporation to serve until the next annual meeting of the Corporation or until their successors have been duly elected and qualified: Moshe Bar Siman Tov, Shmuel Yannay, and Iris Tova Ginsburg.
General Authorizations
RESOLVED, that Moshe Bar Siman Tov, Shmuel Yannay, Iris Tova Ginsburg be, and each of them hereby is, authorized and directed to take all such further action to prepare, execute, acknowledge, file, deliver and record all such further documents and instruments by and on behalf of the Corporation, and in its name, or otherwise, as in the judgment of such director shall be necessary, appropriate or advisable in order to fully carry out the intent and to accomplish the execution of the purposes of the foregoing resolutions, the taking of such actions by any such officer to be conclusive evidence of his or her authorization hereunder and approval thereof; and
FURTHER RESOLVED, that Moshe Bar Siman Tov, Shmuel Yannay, Iris Tova Ginsburg be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Corporation, to make all such arrangements, to do and perform all such acts and things, to execute and deliver all such certificates, agreements, instruments and documents and to pay all such amounts as they may deem advisable or necessary in order to fully effectuate the purposes of the foregoing resolutions, the making of such arrangements, the performance of such acts, the execution and delivery of such certificates, agreements, instruments and documents and the payment of all such amounts by any such officer to be conclusive evidence of his or her authorization hereunder and approval thereof; and
FURTHER RESOLVED, that any and all actions heretofore taken to date by any officer or director of the Company in furtherance of and consistent with the matters authorized by the foregoing resolutions hereby, in all respects, are authorized, approved, ratified and confirmed; and
FURTHER RESOLVED, that any and all notice requirements applicable to the foregoing resolutions as may be provided in the By-Laws or any contract between the Company and the undersigned stockholder (or any of their affiliates) are hereby waived; and FURTHER RESOLVED, that this Action by Written Consent of the Stockholders is irrevocable.
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FURTHER RESOLVED, that this Action by Written Consent of the Stockholders may be executed in counterparts, each of which shall constitute an original but which, together, shall constitute a single instrument.
FURTHER RESOLVED, that this Action by Written Consent of the Stockholders shall be filed with the minutes of the Corporation. The undersigned stockholder of the Corporation hereby declares that it is acting alone, and that this Action by Written Consent is not a solicitation of any action by other Stockholders of the Company, and the undersigned Stockholder has not made any requests of any other Stockholders to join it in this Action by Written Consent.
IN WITNESS WHEREOF, the undersigned stockholder of the Corporation has executed the foregoing Action by Written Consent for the purpose of consenting thereto.
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Number of Shares: ______________________
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Stockholder – Individual Print Name: _________________
Stockholder – Entity Name:_________________ By: ___________________ Print Name: ____________ Title: ___________________
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Exhibit 99.2
SEEDO CORP.
NOTICE OF ACTION WITHOUT A MEETING
OF THE STOCKHOLDERS
November 1, 2021
To Stockholders of Seedo Corp:
Notice is hereby given to stockholders of Seedo Corp (the “Company”), pursuant to Section 228(e) of the General Corporation Law of the State of Delaware, that the corporate actions set forth on Exhibit A to this notice was approved by written consent of the holder of outstanding shares of the capital stock of the Company representing a majority of the votes entitled to be cast at an election of directors.
In accordance therewith, David Freidenberg and Gil Feiler have been removed from the board of directors (and as CEO) of the Company, without cause, and Shmuel Yannay, Moshe Bar Siman Tov and Iris Tova Ginsburg have been appointed to the Board of Directors.
This notice is for your information only and does not require any action on your part.
| Seedo Corp., | ||
| a Delaware corporation | ||
| By: |
/s/ Gadi Levin | |
| Name: Gadi Levin | ||
| Title: Chief Financial Officer | ||