Attached files
| file | filename |
|---|---|
| EX-10 - EXHIBIT 10.19 - Viewbix Inc. | exh10_19.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
___________________
FORM 8-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): February 24, 2016
EMERALD MEDICAL APPLICATIONS CORP.
(Exact Name of Registrant
as Specified in its Charter)
Commission File No.: 0-15476
| Delaware | 68-0080601 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 7 Imber Street, Petach Tikva, Israel | 4951141 |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, including area code: (972) 3-744-4505
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 (see General Instruction A.2. below):
¨ 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)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
In February 2016, Emerald Medical Applications Corp. (the "Registrant") issued and sold unregistered shares of its common stock, par value $0.0001 (the "Shares"), and granted options to purchase Shares, as set forth in the table below:
| Name of Issuee/Grantee | Date of Issuance/Grant | Number of Shares | Consideration/Valued | Bases for Issuance/Grant |
| Yair Fudim, Chairman (1) | 02/24/2016 | 482,000 | $1.00 per share | Services |
| Dr. Estery Giloz-Ran, Director (1) | 02/24/2016 | 482,000 | $1.00 per share | Services |
| Baruch Kfir, Director (1) | 02/24/2016 | 231,000 | $1.00 per share | Services |
| Ernest Pellgrino (3) | 02/24/2016 | 60,000 | $1.00 per share | Services |
| Daniel J. Walsh (3) | 02/24/2016 | 60,000 | $1.00 per share | Services |
| Garden State Securities Inc. (3) | 02/24/2016 | 30,000 | $1.00 per share | Services |
| Adir Zamir (4) | 12/02/2015 | 409,600 | $0.01 per share | Services |
| Ilan Sina (4) | 12/02/2015 | 92,160 | $0.20 per share | Services |
| Guy Salman (4) | 12/02/2015 | 32,640 | $0.40 per share | Services |
| Total Shares Issued/Granted | 1,345,000 (5) |
(1) The Shares were issued under the Registrant's Employee Incentive Plan
(the "Plan") to the Mr. Fudim and Dr. Giloz-Ran, chairman and a director,
respectively, vest as follows: (i) 160,667 Shares immediately; and (ii)
approximately 40,167 on the first day of three-month period commencing on
May 1, 2016 through February 1, 2018.
(2) The Shares issued under the
Registrant's Plan to Baruch Kfir, a director, vest as follows: (i) 77,000
Shares immediately; and (ii) 19,250 Shares on the first day of three-month
period commencing on May 1, 2016 through February 1, 2018.
(3) These
Shares were issued as part of the consideration under an Advisory Services
Agreement between the Registrant and Garden State Securities Inc. ("GSS"),
dated February 17, 2016, filed herewith.
(4) Options were granted to
these employees, none of which have been exercised to date.
(5) Does not
include Shares underlying employee options, none of which have been
exercised to date.
The issuance and sale of Shares, without registration under the Securities Act of 1933, as amended (the "Act"), was made in reliance upon the exemptions provided in Section 4(2) of the Act and Regulation S promulgated by the United States Securities and Exchange Commission (the "SEC") under the Act with respect to the three directors and Regulation D promulgated by the SEC under the Act with respect to GSS and its principals.
Item 9.01 Financial Statements and Exhibits
(b) The following documents are filed as exhibits to this current report or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
Exhibit No. |
Description |
|---|---|
| 10.19 | Advisory Services Agreement between the Registrant and Garden State Securities Inc., dated February 17, 2016, filed herewith. |
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.
/s/ Lior Wyan |