8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 4, 2021

SEEDO

CORP.

(Exact name of registrant as specified in its charter)

Delaware	333-208814	47-2847446
(State of incorporation)	(Commission File Number)	(IRS Employer No.)

#3 Bethesda Metro Center, #700

Bethesda,

MD 20814

(Address of principal executive offices and Zip Code)

800 608-6432

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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   ☒

If an emerging growth company, indicate by check mark if the registrant 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 ORPRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

Pursuant to the 8K of November 1^st^, 2021, David Freidenberg has resigned his position as CEO of the Company. Additionally, on November 7^th^, 2021, the Board has appointed Mr. Gadi Levin as Chief Executive Officer.

Gadi Levin, CA, MBA, 48, has over 15 years of experience working as a director and CFO with public US, Canadian and multi-jurisdictional public companies. Previously, Mr. Levin also served as the Vice President of Finance and Chief Financial Officer for two Israeli investment firms specializing in private equity, hedge funds and real estate. Mr. Levin began his CPA career at the accounting firm Arthur Andersen, where he worked for nine years, specializing in U.S. listed companies involved in IPOs. Mr. Levin has a Bachelor of Commerce degree in Accounting and Information Systems from the University of the Cape Town, South Africa, and a post graduate diploma in Accounting from the University of South Africa. He received his Chartered Accountant designation in South Africa and has an MBA from Bar Ilan University in Israel.

ITEM

9.01 – EXHIBITS

(d) Exhibits.

Exhibit Number	Description
99.1	Resignation of David Freidenberg as CEO.
99.2	Appointment of Gadi Levin as CEO.
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 8^th^, 2021

SEEDO CORP.<br><br> <br><br><br> <br>/x/ Gadi Levin<br><br> <br>By:   Gadi Levin, CFO

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Exhibit 99.1

Resignation of David Freidenberg

as CEO

of

SEEDO CORP.

The following is a true copy of the Resignation as CEO of the Corporation, as of this 4th day of November, 2021;

WHEREAS the undersigned was appointed as Chief Executive Officer of Corporation and has served in said capacity to date;

WHEREAS, Pursuant to the 8-K of November 1st, 2021, which announced that the majority of the Company’s shareholders has decided to terminate both myself as well as Gil Feiler as Directors and Board members of Company, and to appoint 3 new members to the Board; I do not believe that under the new composition of the Board I will be able to fulfil my duties as CEO for the benefit to the Company and its shareholders. I have, therefore, determined at this time to formally RESIGN and renounce all further corporate designation or affiliation with the Company, and sever any and all officials ties, duties, obligations or liabilities regarding Seedo Corp., and by affixing my signature hereto, officially as my last corporate act, DO HEREBY RESIGN.

DATED: 4^th^ November, 2021

/s/ David Freidenberg

David Freidenberg

Exhibit 99.2

RESOLUTION of THE BOARD OF DIRECTORS

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OF

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SEEDO CORP.

The following is a true copy of the RESOLUTION duly adopted by the Board of Directors of this Corporation at a special meeting, notice to this meeting having been waived, held on this 7^th^ day of November, 2021;

The Board of Directors which was present for this meeting & took active part therein was:

SHMUEL YANNAY

MOSHE BAR SIMAN TOV

IRIS TOVA GINSBURG

WHEREAS there has been presented to and considered by this meeting a Motion to appoint a fourth Director to our Board;

NOW THEREFORE BE IT RESOLVED that the corporation having considered this matter, has opened the floor to all those who voice a preference in the issue, and pursuant to DGCL §141, the Directors unanimously has RESOLVED:

That our current CFO, GADILEVIN is hereby appointed to the Board of Directors as a full Director and has accepted such nomination.

Said Motion is hereby passed and the corporate books, records and the Secretary shall file this Resolution in the corporate records

DATED: 7^th^November, 2021

__________________

David E. Price, Esq.,

Corp Secretary, Counsel