Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On October 31, 2016, following the closing of the merger agreement
between TechCare Corp., f/k/a BreedIT Corp. (the "Registrant") and Novomic
Ltd and the appointment of new members to the Registrant's Board of
Directors as disclosed below, the Registrant's Board of Directors accepted
the resignation of Mr. Erez Zino as a director, effective immediately. Mr.
Zino was a founder of a predecessor of the Registrant and a former principal
stockholder, executive officer and a director of the Registrant. Mr. Zino
served as CEO from July 2012 and became our acting CFO in January 2013. In
connection with the acquisition of 66.67% of BreedIT Israel in January 2014,
Mr. Zino resigned as an executive officer of the Company but continued to
serve as a director. A copy of Mr. Zino's letter of resignation, in which he
expressed no disagreements with the Registrant's operations, policies or
practices, is attached as Exhibit 17.4 to this Form 8-K.
Also on
October 31, 2016, the Board of Directors accepted the resignation of Liran
Chen as Chief Executive Officer, effective immediately. A copy of Mr. Chen's
letter of resignation, in which he expressed no disagreements with the
Registrant's operations, policies or practices, is attached as Exhibit 17.5
to this Form 8-K.
In addition, in connection with the change in
control and the appointment of new management, the Board of Directors also
accepted the resignation of Oded Gilboa as Chief Financial Officer,
effective October 31, 2016. Mr. Gilboa was appointed as the Registrant's CFO
on December 4, 2013. A copy of Mr. Gilboa's letter of resignation, in which
he expressed no disagreements with the Registrant's operations, policies or
practices, is attached as Exhibit 17.6 to this Form 8-K.
Effective
October 31, 2016, the Registrant's Board of Directors appointed: (i) Zvi
Yemini, the Registrant's Chairman, as Chief Executive Officer; (ii) Messrs.
Mordechai Bignitz, Oren Traistman and Yossef De-Levy to the Registrant's
Board of Directors; and (iii) Josh Johnson as the Registrant's new Chief
Financial Officer, following the resignation of Oded Gilboa as CFO.
Mordechai Bignitz, age 64,
Director: Mr. Bignitz has served as Chief
Executive Officer and Chairman of OWC Pharmaceutical Research Corp. (OTCQB:
OWCP) since 2014. He has over 30 years of experience in investment banking
specializing in all aspects of the planning, negotiation and execution of
both domestic and international transactions as well as in investment
management, financial systems, accounting and taxation. From 2009 to 2011
Mr. Bignitz served as the chief executive officer of Gefen Energies Ltd., a
private Israeli company. During the past five years, he has served as a
director of the following public companies: Arad Investment & Industrial
Development Ltd since February 2014, traded on the Tel-Aviv Stock Exchange
("TASE"); Globe Exploration Limited Partnership since July 2013, traded on
the TASE; Ellomay Capital Limited since 2011, engaged in investments in
energy and infrastructures and traded on the NASDAQ and TASE; Israel
Financial Levers Ltd, since 2007, engaged in the real estate business and
traded on the TASE; and Ablon Group Ltd from 2011 to 2013, engaged in the
real estate business and traded on the London Stock Exchange. The Registrant
believes that Mr. Bignitz's many years of experience as a senior executive
officer and director of several successful public companies in a variety in
industries, all of which have had greater resources and operating history
than the Company, renders him qualified to serve on the Board of Directors.
Oren Traistman, age 46,
Director: Mr. Traistman is an investor
and director in several corporations with over 15 years of investment
management, underwriting and strategic consultancy: APX Ltd., an Israeli
company engaged in the development and commercialization of medical devices
for cataract surgeries; Cathworks Ltd., an Israeli company engaged in the
development and commercialization of software for Heart catheterization
display; Enox Ltd., an Israeli company engaged in the development and
commercialization of sterilization solutions for catheters. Mr. Traistaman
is also a partner in Egoz Finance and Shares Issuers Ltd., a leading
financial company in Israel engaged in institutional investments and
underwriting. Mr. Traistman holds an MBA from the Hebrew University in
Jerusalem, Israel.
Yossef De Levy, age 64,
Director: Mr. De
Levy is an inventor, entrepreneur, and director with over 40 years of
experience in company management, product development and manufacturing. In
1987, after owning and operating his own construction company for 16 years
with over 70 employees, he established Games & Sports Ltd., a leading
Israeli and European manufacturer of playground equipment, employing 120
workers and with over 50% of the Israeli market. Games & Sports Ltd. was
acquired by Gaon-Holdings in 2002 after reaching annual revenues of $15
million. At the same time, Mr. De Levy voluntarily served as manager of the
Erez Industrial zone and which employed 4000 people from Gaza. In 2003, he
founded Hydro Technologies together with major investors, Steff Verthaimer
and Zvi Yemini, our Chairman and newly-appointed CEO. Hydro sold its US
marketing rights to Suncast after reaching $25M in revenues. In 2004, Mr. De
Levy established Microdel, in incubator for new ideas. To date, Microdel is
a holding company with 15 subsidiaries working in 3 sectors: healthcare,
consumer products and fish farming as well as a principal shareholder of the
Registrant.
Josh Johnson, age 36,
Chief Financial Officer:
During the past five years, Mr. Johnson, a CPA, served as a Team Manager at
Brooks-Keret Financial, a leading financial management company in Israel for
over 20 years, providing outsource services to over 300 hi-tech and start-up
companies, employing more than 130 employees. Mr. Johnson has more than 9
years of professional accounting experience with established as well as
start-up companies in the fields of Technology, Telecoms, Medical and
Gaming. primary responsibilities for overseeing all accounting and financial
functions such as payroll, bookkeeping, monthly reporting, annual tax
preparation and all treasury administration.
Before joining Brooks-Keret
in 2004, Mr. Johnson served as Manager at BDO Ziv Haft, with headquarters in
Tel-Aviv and offices throughout Israel, during which he served for two years
at BDO LLP in London, where he managed international audit and assurance
teams in addition to providing outsourcing services to international
enterprises. His portfolio ranged from startups to international public
entities and services from mentoring to public fillings on the AIM, FTSE,
SEC and Tel-Aviv Stock Exchange.
Mr. Johnson is a CPA and holds a BA in
Finance, Accounting and Management from the College of Management Academic
Studies located in Rishon Letzion, Israel.