UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
¨
Preliminary Information Statement
¨
Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
x
Definitive Information Statement
BREEDIT CORP.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
¨
Fee paid previously with preliminary
materials.
¨
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
We Are Not Asking You for a
Proxy and You are Requested Not To Send Us a Proxy
INFORMATION STATEMENT
OF
BREEDIT CORP.
40 Wall
Street, 28th Floor
New York, NY 10005
Phone: +(972) 54-222-9702
To Our Stockholders:
This Notice and the
accompanying Information Statement (the "Information Statement") are being
furnished to the stockholders of BreedIT Corp., a Delaware Corporation ("BreedIT";
the "Company" or the "Registrant"), in connection with actions taken by the
Registrant's Board of Directors and the holders of a majority of the issued
and outstanding shares of common stock of the Registrant (the "Majority
Consenting Stockholders") who together executed a joint written consent on
August 19, 2016 (the "Joint Written Consent"), a copy of which is attached
as Exhibit A hereto, to authorize and approve a Certificate of Amendment to
the Registrant's Certificate of Incorporation, to: (i) change the name of
the Registrant from BreedIT Corp. to TechCare Corp. (the "Name Change");
(ii) increase the authorized capital stock of the Registrant from five
hundred million (500,000,000) shares, consisting only of shares of common
stock, par value $0.0001 (the "Common Stock"), to five hundred and ten
million (510,000,000) shares of capital stock, consisting of five hundred
million (500,000,000) shares of Common Stock and ten million (10,000,000)
shares of newly authorized preferred stock, par value $0.0001 (the
"Preferred Stock"); and (iii) effect a one-for-thirty (1:30) reverse stock
split (the "Reverse Split") of the 446,282,698 outstanding shares of the
Registrant's Common Stock at August 19, 2016 (the "Record Date"). The Board
of Directors shall have the authority to establish one or more series of
Preferred Stock and fix relative rights and preferences of any series of
Preferred Stock, without any further action or approval of our stockholders.
The foregoing are referred to collectively, as the "Corporate Actions".
The above Corporate Actions, which are being taken pursuant to the Joint
Written Consent of the Board of Directors and Majority Consenting
Stockholders at such future date as determined by the Board of Directors,
are being undertaken in furtherance of the merger of Novomic Ltd., a private
Israeli limited liability Registrant ("Novomic Ltd.") with the Registrant
(the "Merger"), as disclosed in the Registrant's Form 8-K/12g filed with the
SEC on August 8, 2016.
The Corporate Actions will be evidenced by
the filing of the Certificate of Amendment with the Secretary of State of
the State of Delaware, but in no event earlier than the 20th day after this
Information Statement is mailed or furnished to the stockholders of record
as of August 18, 2016 (the "Record Date"). The Certificate of Amendment, a
copy of which is attached hereto as Exhibit B, was authorized and approved
by the Joint Written Consent and Majority Consenting Stockholders.
This Information Statement is be sent to you for information purposes only
and you are not required to take any action.
We Are Not Asking You for a
Proxy and You are Requested Not To Send Us a Proxy
By Order of the
Board of Directors:
/s/ Liran Chen
Liran Chen
CEO
September 1,
2016
BreedIT Corp.
40 Wall Street, 28th Floor
New York, NY 10005
Phone: +(972) 54-222-9702
Information Statement Pursuant to Section 14C of the Securities Exchange
Act of 1934
This Definitive Information Statement is being filed by BreedIT with the United States Securities and Exchange
Commission (the "SEC") on September 1, 2016, in connection with the Joint
Written Consent dated August 19, 2016 to amend the Registrant's Certificate
of Incorporation to: (i) change the name of the Registrant from BreedIT
Corp. to TechCare Corp.; (ii) increase the authorized capital stock of the
Registrant from five hundred million (500,000,000) shares, consisting only
of shares of common stock, par value $0.0001 (the "Common Stock"), to five
hundred and ten million (510,000,000) shares of capital stock, consisting of
five hundred million (500,000,000) shares of Common Stock and ten million
(10,000,000) shares of newly authorized preferred stock, par value $0.0001
(the "Preferred Stock"); and (iii) effect a one-for-thirty (1:30) Reverse
Split of the 446,282,698 issued and outstanding shares of the Registrant's
Common Stock.
The foregoing actions are collectively referred to as
the "Corporate Actions," all as discussed more fully below, and are being
undertaken in connection with the Registrant's closing of a merger agreement
(the "Merger Agreement") with Novomic Ltd, a private Israeli limited
liability Registrant ("Novomic Ltd"), held on July 29, 2016 (the "Closing"),
pursuant to which Novomic Ltd became a wholly-owned subsidiary of the
Registrant. A copy of the Merger Agreement was filed as an exhibit to the
Registrant's Form 8-K on February 10, 2016.
Since its organization in
2009, Novomic Ltd has been engaged in the design, development, manufacturing
and commercialization of a unique platform enabling a variety of medical
treatments utilizing its proprietary device that vaporizes liquids from a
contained capsule into the treatment area, which is comprised of three key
major components: (i) Compressor; (ii) Head Cap; and (iii) Treatment
Capsules. Reference is made to the Registrant's Form 8-K/12g filed with the
SEC on August 8, 2016 for complete disclosure regarding Novomic Ltd and its
head lice treatment platform business.
The Corporate Actions will be
evidenced by the filing of the Certificate of Amendment with the Secretary
of State of the State of Delaware but will not become effective until the
Registrant receives approval from FINRA of the Name Change and the Reverse
Split (the "Effective Date").
Pursuant to Rule 14c-2(b) promulgated
by the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"),
the actions approved by the Joint Written Consent and Majority Consenting
Stockholders cannot become effective until twenty (20) days from the date of
mailing of the Definitive Information Statement to our stockholders.
New Common Stock certificates reflecting the name change will not be issued
at the Effective Date. The Registrant's Common Stock is subject to quotation
on the OTCQB Market under the symbol "BRDT." Upon the Effective Date of the
Reverse Split and the Name Change, FINRA will change our symbol to reflect
the Registrant's Name Change.
ACTIONS TAKEN BY THE JOINT WRITTEN CONSENT OF THE BOARD OF DIRECTORS AND
MAJORITY CONSENTING STOCKHOLDERS OF THE REGISTRANT
ACTION I
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE
REGISTRANT TO TECHCARE CORP.
On August 19, 2016, the Registrant's Board of Directors approved an
Amendment to the Registrant's Certificate of Incorporation to effect the
Name Change based upon the Joint Written Consent of the Board of Directors
and Majority Consenting Stockholders. A copy of the Joint Written Consent is
attached as Exhibit A to this Information Statement and a copy of the
Certificate of Amendment to the Certificate of Incorporation is attached as
Exhibit B to this Information Statement.
Reasons for the Name
Change
The Registrant's Board of Directors ratified, approved and
recommended that the Registrant's Majority Consenting Stockholders consent
to the Name Change to more accurately reflect the Registrant's recent
business developments. More specifically, as disclosed in its current report
on Form 8-K/12g filed with the SEC on August 8, 2016, the Registrant reported
that it closed the Merger Agreement with Novomic Ltd, an Israeli limited
liability Registrant that effective July 29, 2016 became a wholly-owned
subsidiary of the Registrant (the "Closing").
The Registrant had
previously reported in its Form 8-K filed with the SEC on August 28, 2015,
that it had entered into a separation agreement dated pursuant to which it
had ceased funding its former majority-owned subsidiary, BreedIT Ltd and was
no longer engaged in the business of BreedIT Ltd. From and after the
execution of the Separation Agreement, the Registrant devoted its resources
and efforts toward pursuing alternative business opportunities.
In
connection with the execution of the Separation Agreement on August 28,
2015, the Registrant agreed to change its name from BreedIT Corp. to
TechCare Corp.
ACTION II
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED
CAPITAL STOCK AND TO AUTHORIZE SHARES OF PREFERRED STOCK
The Registrant's Board of Directors and the Majority Consenting Stockholders
have adopted and approved the Certificate of Amendment to increase the
authorized Capital Stock from five hundred million (500,000,000) shares,
consisting solely of shares of Common Stock to five hundred and ten million
(510,000,000) shares of capital stock consisting of five hundred million
(500,000,000) shares of Common Stock and ten million (10,000,000) shares of
Preferred Stock. The Common Stock and the newly authorized Preferred Stock
are sometimes referred to as the "Authorized Capital Stock." The Authorized
Capital Stock of the Registrant shall therefore be five hundred and ten
million shares (510,000,000) shares, of which five hundred million
(500,000,000) shares shall be shares of Common Stock and ten million
(10,000,000) shares shall be shares of Preferred Stock, which may be issued
in one or more series. The Board of Directors of the Registrant is
authorized to fix the powers, preferences, rights, qualifications,
limitations or restrictions of the Preferred Stock and any series thereof
pursuant to Section 151 of the Delaware General Registrant Law.
The
Joint Written Consent approving the Certificate of Amendment to the
Certificate of Incorporation and each of the Corporate Actions is attached
hereto as Exhibit A.
Holders of Common Stock do not have preemptive
rights to purchase or subscribe for any new issuances of Common Stock, the
authorization and subsequent potential issuance of additional shares of
Common Stock will reduce the current stockholders' percentage ownership
interest in the total outstanding shares of Common Stock. This Amendment
will not alter current stockholders' relative rights and limitations.
The Certificate of Amendment to the Registrant's Certificate of
Incorporation that reflects the newly-authorized Preferred Stock is attached
hereto as Exhibit B. The increase in Authorized Capital Stock will become
effective upon the filing of the Certificate of Amendment to the Certificate
of Incorporation with the Secretary of State of the State of Delaware, which
is expected to occur as soon as is reasonably practicable on or after the
twentieth (20th) day following the mailing of this Information Statement to
the Registrant's stockholders.
Reason for Increase in Authorized
Capital Stock
In order to facilitate our ability to raise capital
in furtherance of our business plan, we may be expected to issue Preferred
Stock at the discretion of the Board of Directors. Notwithstanding the
foregoing, we have no present plans, nor have we entered into any agreements
or understandings, that may require the issuance of any of the
newly-authorized Preferred Stock. However, our Board of Directors and
Majority Consenting Stockholders have determined that it is in the best
interests of the Registrant and all our stockholders to have available
authorized but unissued shares of Preferred Stock. As a result of the
increase in Authorized Capital Stock, the Registrant will be able to issue
Preferred Stock from time to time as may be required for proper business
purposes, such as raising additional capital for ongoing operations,
establishing strategic relationships with corporate partners and acquiring
or investing in complementary businesses or products.
Effects of
Authorization of Preferred Stock
The new shares of Preferred
Stock that will be authorized by the amendment may be issued in one or more
classes or series, having such designations, preferences, privileges and
rights as the Board of Directors may determine.
Although
authorization of Preferred Stock is not intended to have any anti-takeover
effect and is not part of any series of anti-takeover measures contained in
any instruments or the Certificate of Incorporation, as amended, or the
Bylaws of the Registrant in effect on the date of this Information
Statement, the Registrant's stockholders should note that the availability
of authorized and unissued shares Preferred Stock could make any attempt to
gain control of the Registrant or the Board more difficult or time consuming
and that the availability of additional authorized and unissued Authorized
Capital might make it more difficult to remove management. Although the
Board currently has no intention of doing so, shares of Preferred could be
issued by the Board to dilute the percentage of voting rights owned by a
significant stockholder and increase the cost of, or the number of, voting
shares necessary to acquire control of the Board. Further, while the Board
of Directors has no plan to issue any shares of Preferred Stock, it does
believe that having available shares of Preferred Stock for issuance in the
future in connection with any proper business purpose will result the a
better capital structure to grow our business.
ACTION III
REVERSE STOCK SPLIT
Material Terms of the Reverse Split
The Board of Director has
unanimously adopted and the Majority Consenting Stockholders have approved a
resolution, attached as Exhibit A hereto (the "Joint Written Consent"), to
effect a one-for-thirty (1:30) Reverse Split of the 446,282,698 outstanding
shares of Common Stock, resulting in 14,876,090 shares of Common Stock on
the Effective Date. The resulting share ownership interest including
resulting fractional shares for each individual shareholder shall be rounded
up to the first whole integer. The Board and the Majority Consenting
Stockholders believe that the Reverse Split is in the Registrant's best
interests, principally because it will enable the Registrant to issue the
requisite number of post-Reverse Split Shares to the holders of Novomic
Ltd's Ordinary Shares (the "Novomic Shareholders") in connection with the
Merger.
Based upon the terms of the Merger Agreement, the Novomic
Shareholders will own 75.53% of the post-Reverse Split Shares and the
present BreedIT stockholders owning the remaining 24.47% of the post-Reverse
Shares. In order to fulfill its obligations under the Merger Agreement and
to implement the Corporate Actions contemplated by this Information
Statement, on August 16, 2016, the Registrant authorized and implemented the
issuance of 297,063,525 pre-Reverse Split Shares of Common Stock to the
Novomic Shareholders from the total 350,780,827 available authorized but
unissued Common Stock.
The immediate effect of the Reverse Split
will be to reduce the total number of pre-Reverse Split Shares owned by the
Registrant's stockholders at the date of the Closing of the Merger agreement
from 446,282,698 shares of Common to 14,876,090 shares of Common Stock
issued and outstanding on the Effective Date.
The Registrant's
500,000,000 authorized Shares of Common Stock, par value $0.0001, will
remain unchanged by the Reverse Split. However, as discussed in Action II
above, the Corporate Actions also provide for the authorization of
10,000,000 shares of newly authorized Preferred Stock, which may be issued
in one or more classes or series, having such designations, preferences,
privileges and rights as the Board of Directors may determine, without
further action by our stockholders.
The Reverse Split will affect all
of the holders of the Registrant's Common Stock uniformly and will not
materially affect any stockholder's percentage ownership interest in the
Registrant or proportionate voting power, except for insignificant changes
that will result from the rounding of fractional shares.
The Reverse
Split is expected to become effective upon receipt of approval from FINRA
which may be expected to be in September 2016 (the "Effective Date"). The
Reverse Split will take place on the Effective Date without any action on
the part of the holders of the Registrant's Common Stock and without regard
to current certificates representing shares of the Registrant's Common Stock
being physically surrendered for certificates representing the number of
shares of Common Stock each stockholder is entitled to receive as a result
of the Reverse Split.
No fractional shares will be issued in
connection with the Reverse Split. Any fractional share will be rounded up
to the first whole integer.
Certain Federal Income Tax
Consequences
The following summary of certain material federal
income tax consequences of the Reverse Split does not purport to be a
complete discussion of all of the possible federal income tax consequences
and is included for general information only. Further, it does not address
any state, local, foreign or other income tax consequences, nor does it
address the tax consequences to stockholders that are subject to special tax
rules, such as banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, non-resident alien
individuals, broker-dealers and tax-exempt entities. This summary is based
on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations and proposed regulations, court decisions and current
administrative rulings and pronouncements of the Internal Revenue Service
("IRS"), all of which are subject to change, possibly with retroactive
effect, and assumes that the shares of Common Stock will be held as a
"capital asset" (generally, property held for investment) as defined in the
Code.
Holders of Common Stock are advised to consult their own tax
advisers regarding the federal income tax consequences of the proposed
Reverse Split in light of their personal circumstances and the consequences
under state, local and foreign tax laws. The Reverse Split will qualify as a
recapitalization described in Section 368(a)(1)(E) of the Code. No gain or
loss will be recognized by the Registrant in connection with the Reverse
Split. No gain or loss will be recognized by a stockholder who exchanges all
of his shares of pre-reverse Common Stock solely for shares of post-reverse
Common Stock. The aggregate basis of the shares of the Common Stock to be
received in the Reverse Split will be the same as the aggregate basis of the
shares of Common Stock surrendered in exchange therefore. The holding period
of the shares of Common Stock to be received in the Reverse Split will
include the holding period of the shares of Common Stock surrendered in
exchange therefore.
The Registrant's views regarding the tax
consequences of the Reverse Split are not binding upon the Internal Revenue
Service or the courts, and there is no assurance that the Internal Revenue
Service or the courts would accept the positions expressed above. The state
and local tax consequences of the Reverse Split may vary significantly as to
each stockholder, depending on the state in which such stockholder resides.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH HOLDER OF THE REGISTRANT'S COMMON STOCK IS URGED TO
CONSULT WITH HIS OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE
PROPOSED REVERSE STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE
LAWS OF ANY STATE, MUNICIPAL, FOREIGN OR OTHER TAXING JURISDICTION.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table lists the number of shares of Common Stock of our
Registrant as of August 19, 2016 that are beneficially owned by (i) each
person or entity known to our Registrant to be the beneficial owner of more
than 5% of the outstanding Common Stock; (ii) each officer and director of
our Registrant; and (iii) all officers and directors as a group. Information
relating to beneficial ownership of Common Stock by our principal
stockholders and management is based upon information furnished by each
person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to
be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the
security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial
ownership within sixty (60) days. Under the rules of the SEC, more than one
person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which
he/she may not have any pecuniary beneficial interest. Except as noted
below, each person has sole voting and investment power. As of August 19,
2016, the Registrant has 446,282,698 shares of Common Stock outstanding.
|
Name
and Address of Beneficial
Owner
|
|
Common
Stock Beneficially Owned or Right to Direct Vote
|
|
Percentage
of Common Stock Beneficially Owned or Right to Direct Vote (1)
|
|
|
|
|
|
|
|
Itschak Shrem, former CEO and Director
|
|
5,600,000
|
|
|
1.25%
|
|
21 Ha’Arba’h Street
|
|
|
|
|
|
|
Tel-Aviv, Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oded Gilboa, CFO
|
|
500,000
|
|
|
0.11%
|
|
23/14 Rabbi Akiva
Street
|
|
|
|
|
|
|
Raanana, Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Erez Zino, Director
|
|
9,625,000
|
|
|
2.15%
|
|
40 Meri Ya'Ari
Street,
|
|
|
|
|
|
|
Tel-Aviv, Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zvi Yemini, Chairman (2)
|
|
118,702,325
|
|
|
26.60%
|
|
38 Yefet Street
|
|
|
|
|
|
|
Tel Aviv, Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liran Chen, CEO
|
|
0
|
|
|
0
.00%
|
|
24 Moshe Dayan
|
|
|
|
|
|
|
Yehud, Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Microdel Ltd. principal shareholder (3)
|
|
92,873,147
|
|
|
20.81%
|
|
P.O. Box 1714
|
|
|
|
|
|
|
Maccabim Reut, Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George Pehlivian
|
|
37,000,065
|
|
|
8.29%
|
|
1 Rue Puteaux
|
|
|
|
|
|
|
75017 Paris, France
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Officers (4 persons)
|
|
5,599,545
|
|
|
37.74
|
(1)
Based on 446,282,698 shares of common stock issued and outstanding at August 19,
2016.
(2)
Mr. Yemini's shares are owned of record by YMY Ltd., organized under the laws of
Israel. Mr. Yemini is the control person of YMY Ltd.
(3)
Microdel is organized under the laws of Israel. Mr. Yossi De-Levie is founder
and chairman of Microdel and has dispositive power with respect to these share.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
|
Age
|
|
Title
|
|
Zvi Yemini
|
|
65
|
|
Chairman
|
|
Liran Chen
|
|
36
|
|
CEO
|
|
Erez Zino
|
|
43
|
|
Director
|
|
Oded Gilboa
|
|
42
|
|
CFO
|
Our Directors hold office until the next annual meeting of our
stockholders or until their successors are duly elected and qualified. Set
forth below is a summary description of the principal occupation and
business experience of each of our Directors and executive officers for at
least the last five years.
Zvi Yemini
, age 65, Chairman: Mr.
Yemini founded ZAG Industries Ltd. ("ZAG") in 2007, an Israeli-based company
that designs, develops, manufactures and markets plastic consumer products,
in 1987 and served as its Chief Executive Officer until 2000, and as its
chairman until 2006. Mr. Yemini has over 25 years of industry experience in
technology, manufacturing and marketing . In 2002, Mr. Yemini cofounded
Hydro Industries Ltd., an Israeli based company engaged in the development
and marketing of garden equipment powered by water. Mr. Yemini served as its
chairman from 2002 to 2011. Since 2011, Mr. Yemini has also served as the
chairman Shenkar Design College, a public college in Ramat Gan, Israel that
provides Israeli industrial companies with qualification and R&D services.
Since 2002, Mr. Yemini has also served as the chairman of the Tel-Aviv Trade
Fairs & Convention Center. Mr. Yemini holds a B.A in Industrial Engineering
from the Technion Israel Institute of Technology and an Executive M.B.A.
from Tel-Aviv University and a M.A. in Marketing from Baruch College in New
York.
Liran Chen
, age 36, CEO: Mr. Chen has over 9 years of
experience in management and business development, specializing in
identifying cross-sale opportunities with both new and existing customers,
structuring proposals, negotiating business terms and devising and
implementing M&A strategies. Since 2008, he has held various management
positions including the position of Israeli CEO for Carat, which is part of
the Dentsu Aegis Network - one of the largest and most innovative media
holding companies in the world. Mr. Chen holds a law degree (LL.B) from The
College of Management, located in Rishon LeZion, Israel. As part of his LL.B,
he also obtained a Mediator Certificate. In addition, he participated in a
Program from INSEAD Executive Education for Managing Partnerships and
Strategic Alliances.
Erez Zino
, 43, a founder the principal
stockholder of the Company, became our CEO in May 2012 and became our acting
CFO in January 2013. In connection with our acquisition of 66.67% of BreedIT
Israel, Mr. Zino resigned as an executive officer of the Company but
continues to serve as a director. During the past five years, Mr. Zino has
been the owner and managing director of Ozicom Communication Ltd., a private
company that provides internet marketing support. Mr. Zino is a trained
computer programmer and specializes in internet marketing.
Oded
Gilboa
, 42, was appointed to be the Company's CFO on December 4, 2013.
He is a licensed CPA in the United States and Israel. Prior to his
appointment as CFO, Mr. Gilboa served as the Registrant's finance and
accounting consultant. Mr. Gilboa has over 16 years of experience in finance
and public accounting, having served as a senior finance executive in the
technology and biotech industries with responsibilities in corporate
finance, accounting, strategic planning and operational and financial
management. From 2010 through 2012, Mr. Gilboa served as the Revenue
Accounting and Finance Manager of Mylan Specialty, a subsidiary of Mylan
Inc. (NASDAQ: MYL), a global company focused on the development,
manufacturing and marketing of prescription drug products. From 2007 through
2009, Mr. Gilboa was the Executive director of Finance and US Controller of
Taro Pharmaceuticals (NASDAQ:TAROF), a global pharmaceutical company. From
1998 through 2007 Mr. Gilboa held various financial positions with IDT
Corporation (NYSE:IDT), a world-wide provider of telecommunications and
media services, where in his most recent role he served as director of
Finance. Mr. Gilboa began his career in public accounting, auditing both
public and private companies and holds a B.A in Economics and Accounting
from Tel-Aviv University and an M.B.A. from Recanati Business School at
Tel-Aviv University.
The Board of Directors has concluded that Mr.
Yemini and Mr. Zino should serve as Directors because of their extensive and
diverse experience working with development teams and managing development
efforts, which experiences they each gained while working at and managing
the above-referenced entities. Notwithstanding the foregoing, pursuant to
the terms of the Merger Agreement, the Registrant and Novomic Ltd agreed
that the Novomic Shareholders will have the right to designate two (2)
persons to the newly-constituted three (3) person Board of Directors and the
control persons of the Registrant at the date of the Merger Agreement will
have the right to designate one (1) person to the Board of Directors.
Following the Closing, Mr. Yemini was authorized by Novomic to be the
initial designee to the Board of Directors.
Each Director of the
Registrant serves for a term of one year or until the successor is elected
at the Registrant's annual shareholders' meeting and is qualified, subject
to removal by the Registrant's shareholders. Our executive officer serves at
the pleasure of the Board of Directors, for a term of one year and until the
successor is elected at the annual or other meeting of the Board of
Directors and is qualified.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities Exchange Act
of 1934 requires officers and directors of the Registrant and persons who
own more than ten percent of a registered class of the Registrant's equity
securities to file reports of ownership and changes in their ownership with
the Securities and Exchange Commission, and forward copies of such filings
to the Registrant. We believe, based solely on our review of the copies of
such forms, that during the fiscal year ended December 31, 2015, our sole
executive officer and both or our Directors and 5% shareholders have
complied with Section 16(a) filing requirements.
Auditors
The Registrant engaged M&K CPAS, PLLC ("M&K") as the Registrant's
independent registered public accounting firm for the fiscal year ending
December 31, 2015 and 2014.
Code of Ethics and Audit Committee
We do not currently have a Code of Ethics applicable to our principal
executive, financial and accounting officers. We do not have a financial
expert on the board or an audit committee or nominating committee.
Potential Conflicts of Interest
Since we do not have an audit
or compensation committee comprised of independent directors, the functions
that would have been performed by such committees are performed by our
directors. The Board of Directors has not established an audit committee and
does not have an audit committee financial expert, nor has the Board
established a nominating committee. The Board is of the opinion that such
committees are not necessary since the Registrant has only two directors,
and to date, such directors have been performing the functions of such
committees. Thus, there is a potential conflict of interest in that our
directors and officers have the authority to determine issues concerning
management compensation, nominations, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest
with any of our executive officers or directors.
Involvement in
Certain Legal Proceedings
There are no legal proceedings that
have occurred within the past five years concerning our directors, or
control persons which involved a criminal conviction, a criminal proceeding,
an administrative or civil proceeding limiting one's participation in the
securities or banking industries, or a finding of securities or commodities
law violations.
EXECUTIVE COMPENSATION
The
following table sets forth information concerning the total compensation that we have paid or that has accrued on behalf of our
chief executive officer and other executive officers during the fiscal years ending December 31, 2015, 2014 and 2013.
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Summary Compensation Table
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Long
Term
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Annual
Compensation
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Compensation
Awards
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Other
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Restricted
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Securities
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Annual
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Stock
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Underlying
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All Other
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Salary
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Bonus
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Compensation
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Award(s)
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Options
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Compensation
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Name and
Principal Position
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Year
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($)
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($)
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($)
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($)
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($)
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($)
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Itscha Shrem, former CEO and
Chairman (1)
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2015
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36,000
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---
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---
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52,440
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---
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52,440
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2014
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36,000
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---
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---
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---
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---
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---
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Oded Gilboa, CFO (2)
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2015
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77,000
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---
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---
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---
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---
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---
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2014
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48,000
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---
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---
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---
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---
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---
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Erez Zino, Director, former CEO, CFO
(3)
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2015
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---
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---
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---
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---
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---
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---
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2014
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---
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---
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---
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---
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---
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---
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Yoel Yogev, former CEO
and Director
(4)
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2015
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41,500
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---
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---
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---
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---
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---
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2014
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46,000
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---
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---
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---
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---
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---
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(1) Mr. Shrem was appointed as chairman of the board on
December 31, 2013 and was appointed CEO on November 10,
2015. Effective August 17, 2016, Mr. Shrem resigned as an officer and
director of the Registrant.
(2) Mr. Gilboa was appointed to be CFO of the Company on December
4, 2013.
(3) Mr. Zino became our CEO in July 2012 and acting CFO in
January 2013. He resigned as CFO on December 4, 2013 and as CEO on January
7, 2014 and remains a director.
(4) Mr. Yogev was appointed to the board
on January 7, 2014 and served as the Company's CEO from January 14,
2014 to November 10, 2015 at which time he resigned from CEO and from the
board of directors.
Option/SAR Grants
We do not currently have a stock option
plan. No individual grants of stock options, whether or not in tandem with
stock appreciation rights known as SARs or freestanding SARs have been made
to any executive officer or any director since our inception; accordingly,
no stock options have been granted or exercised by any of the officers or
directors since we were founded.
Long-Term Incentive Plans and
Awards
We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance. No individual
grants or agreements regarding future payouts under non-stock price-based
plans have been made to any executive officer or any director or any
employee or consultant since our inception; accordingly, no future payouts
under non-stock price-based plans or agreements have been granted or entered
into or exercised by any of the officers or directors or employees or
consultants since we were founded.
Compensation of Directors
There are no current arrangements pursuant to which directors are or
will be compensated in the future for any services provided as a director.
Employment Contracts, Termination of Employment, Change-in-Control
Arrangements
There are no employment contracts in place, no
employees were terminated and no change in control arrangements have been
signed with the company.
By order of the Board of Director of Breedit
Corp.
40 Wall Street, 28th Floor
New York, NY 10005
Phone: +(972)
54-222-9702
September 1, 2016
By: /s/ Liran Chen
Liran Chen
CEO
Exhibit A
JOINT WRITTEN CONSENT
OF THE
BOARD
OF DIRECTORS AND MAJORITY CONSENTING STOCKHOLDERS
OF
BREEDIT CORP.
The undersigned, being the members of the Board of
Directors of BreedIT Corp., a Delaware corporation (the "Registrant"),
acting together with the written consent of the holders (the "Majority
Consenting Stockholders") of a majority of the outstanding shares of the
Registrant's common stock, par value $0.0001 (the "Common Stock") acting
pursuant to the authority granted by Section 242 of the Delaware General
Registrant Law ("DGCL"), do hereby adopt the following resolutions as of
this 19th day of August 2016.
WHEREAS, the Registrant's Board of
Directors has determined to change the name of the Registrant from
BreedITCorp. to TechCare Corp.
NOW, THEREFORE, BE IT RESOLVED, that
the Certificate of Incorporation of this Registrant be amended by changing
the following Articles as follows:
FIRST: The name of the Registrant
is: TechCare Corp.
SECOND: The Registrant shall be authorized to
issue five hundred and ten million (510,000,000) shares of capital stock, of
which five hundred million (500,000,000) shares shall be shares of common
stock, par value $0.0001 per share ("Common Stock") and ten million
(10,000,000) shares shall be shares of preferred stock, par value of $0.0001
per share, which may be issued in one or more series ("Preferred Stock").
The Board of Directors of the Registrant is authorized to fix the powers,
preferences, rights, qualifications, limitations or restrictions of the
Preferred Stock and any series thereof pursuant to Section 151 of the DGCL;
and the 446,282,698 shares of Common Stock that are issued and outstanding
shall be subject to a reverse stock split of one-for-thirty (1:30) basis
resulting in 14,876,090 issued and outstanding shares of Common Stock at the
Effective Date.
FURTHER RESOLVED, that this Joint Written Consent of
the Board of Directors and Majority Consenting Stockholders shall be added
to the corporate records of this Registrant and made a part thereof, and the
resolutions set forth above shall have the same force and effect as if
adopted at a meeting duly noticed and held by the Board of Directors and the
Majority Consenting Stockholders of this Registrant. This Joint Written
Consent may be executed in counterparts and with facsimile signatures with
the effect as if all parties hereto had executed the same document. All
counterparts shall be construed together and shall constitute a single Joint
Written Consent.
FURTHER RESOLVED, that the undersigned members of
the Registrant's Board of Directors and the Majority Consenting Stockholders
of the Registrant, hereby authorize, ratify and approve the forgoing actions
pursuant to the provisions of the DGCL and thereby direct that this Joint
Written Consent of the Board of Directors and Majority Consenting
Stockholders be filed with the minutes of the meetings of the Registrant.
The number of shares of Registrant's Common Stock issued and outstanding at
August 19, 2016 (the "Record Date") is 446,282,698 shares of Common Stock.
The number of shares of Common Stock necessary to approve the above
resolutions under Section 228 of Title 8 of the DGCL and the By-laws of the
Registrant is 223,141,350 shares of Common Stock. The Majority Consenting
Stockholders, holding 248,575,537 shares of Common Stock, representing
55.70% of our 446,282,698 outstanding shares of Common Stock, have consented
to the adoption of the above resolutions.
FURTHER RESOLVED, that any
action or actions heretofore taken by any officer of the Registrant for and
on behalf of the Registrant in connection with the foregoing resolutions are
hereby ratified and approved as duly authorized actions of the Registrant.
This Joint Written Consent shall be added to the corporate records of the
Registrant and made a part thereof, and the resolutions set forth above
shall have the same force and effect as if adopted at a meeting duly noticed
and held by the Registrant. This Joint Written Consent may be executed in
counterparts and with facsimile signatures with the effect as if all parties
hereto had executed the same document. All counterparts shall be construed
together and shall constitute a single Joint Written Consent.
BreedIT
Corp.
By: /s/ Zvi Yemini
Zvi Yemini, Chairman
|
Name of
Consenting Shareholder
|
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Number of Share Beneficially Owned
|
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Percentage
of Common Stock Owned (1)
|
|
|
|
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YMY Ltd. (2)
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118,702,325
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26.60%
|
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Micrdel Ltd. (3)
|
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92,873,147
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20.81%
|
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|
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George Pehlivian
|
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37,000,065
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8.29%
|
|
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Total
|
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248,575,537
|
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55.70%
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(1) Applicable percentage ownership is based on 446,282,698 Shares of Common
Stock outstanding as of August 19, 2016.
(2) Mr. Zvi Yemini, the
Registrant's chairman, is the control person of YMY Ltd, organized under the
laws of Israel.
(3)
Microdel is organized under the laws of Israel. Mr. Yossi De-Levie is founder
and chairman of Microdel and has dispositive power with respect to these share.