8-K
SATIVUS TECH CORP. (SATT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 24^th^, 2020
SEEDOCORP.
(Exact name of registrant as specified in its charter)
| Delaware | 333-208814 | 47-2847446 |
|---|---|---|
| (State<br> of incorporation) | (Commission<br> File Number) | (IRS<br> 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)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
ITEM5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On December 24^th^, 2020, David Grossman resigned his position as CEO and Director of the Corporation. At the same time the Board appointed current Director David Freidenberg as CEO. Mr. Grossman’s departure was not the result of any disagreements with management.
David Freidenberg, 43, has been a Director of the Corporation since June 2020, and on October 25, 2020 he was appointed the CEO of the Saffron Tech Ltd (“Saffron Tech”), the Corporation’s wholly owned subsidiary in Israel. Mr. Freidenberg has spent the last few months advancing Saffron Tech’s activities in Israel. He also has extensive experience in the telecommunications and information technology (IT) industries including Vice President of Sales & Business Development at Trigyn Technologies, an IT services provider with $130 million in annual revenue. Past posts include CEO and Director of POMM Inc.; CEO and Director of Chip Pc; COO of Nidam Communication as well as a Director and manager for Hot cable TV, and Bezeq (Israeli National telephone company). David received both his BA in Economics (2003) and MBA in finance and accounting (2007) from Hebrew University.
Item9.01 Exhibits
(d) Exhibits.
| 10.1 | Resignation of David Grossman |
|---|---|
| 10.2 | Board Resolution appointing David Freidenberg as CEO |
1
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: December 24^th^, 2020
| SEEDOCORP. |
|---|
| /S/<br> David Freidenberg |
| By:<br> David Freidenberg, Director, CEO |
2
Exhibit 10.1
RESIGNATION by
The Director, CEO
of
SEEDO CORP.
The following is a true copy of the Director, and Chief Executive Officer’s Resignation from the Corporation, held this 24^th^day of December, 2020;
WHEREAS the undersigned was appointed as Director and Chief Executive Officer of the Corporation and has served in said capacity to date, he has determined at this time to formally RESIGN and renounce all further corporate designation or affiliation with SEEDO CORP and its subsidiary.
I shall remain interim Director and Chief Executive Officer until the very next Board of directors Meeting which time the Board Members shall choose the new officers of the Company. Upon the new Board’s election, this Resignation shall become immediately effective, and my Resignation shall take effect, and shall sever any and all official ties, duties, obligations or liabilities regarding SEEDO CORP.
DATED: 24^th^ December, 2020
| /s/ David Grossman |
|---|
| David Grossman, Dir. CEO, |
| SEEDO CORP. |
Exhibit 10.2
RESOLUTION of THE BOARD OF DIRECTORS
OF
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 24^th^ day of December, 2020;
The Board of Directors which was present for this meeting & took active part therein was:
DAVID FREIDENBERG
GIL FEILER
WHEREAS there has been presented to and considered by this meeting a Motion to APPOINT a new CHIEF EXECUTIVE OFFICER, our current CEO David Grossman having resigned;
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 DAVID FREIDENBERG is hereby appointed as our new Chief Executive Officer.
Said Motion is hereby passed and the corporate books, records and the Secretary shall file this Resolution in the corporate records
DATED: 24^th^ December, 2020
| /s/ David Freidenberg |
|---|
| DAVID FREIDENBERG, Dir. |
| /s/ Gil Feiler |
| GIL FEILER, Dir. |