ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following table lists the beneficial
ownership of our securities as of May 14, 2018, by each person known by us to be the beneficial owner of 5% or more of the outstanding
shares of any class of our securities. As of May 14, 2018, 71,304,035 of our ordinary shares were outstanding. As at May 14, 2018,
with the exception of Shareholders disclosed in “Item 6.E Share Ownership”, we are not aware of any shareholder who
beneficially owns, directly or indirectly, or exercises control or direction over, our common shares, of more than 5% of the outstanding
common shares.
|
Name of Beneficial Owner
|
|
Number of
Shares
Beneficially
Owned
|
|
|
Percentage of Shares
Outstanding
|
|
|
Rocfrim, Inc. (2)(3)(4)
|
|
|
7,840,882
|
|
|
|
10.84
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Plazacorp Investments Limited(5)(6)
|
|
|
8,601,992
|
|
|
|
11.90
|
%
|
|
|
|
|
|
|
|
|
|
|
|
David Stefansky (1)
|
|
|
7,612,477
|
|
|
|
9.99
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Eisenberg Family Foundation(7)
|
|
|
9,088,710
|
|
|
|
12.57
|
%
|
|
(1)
|
Includes (i) 3,716,381 common shares, (ii) 988,206 common shares issuable upon the conversion of notes and (iii) 2,907,890 common shares issuable upon the exercise of warrants that are currently convertible or exercisable within 60 days of May 14, 2018, beneficially owned by Mr. Stefansky and Bezalel Partners, LLC over which Mr. Stefansky has sole voting and dispositive power. Does not include 1,188,697 common shares that may be purchased by Bezalel Partners, LLC over which Mr. Stefansky has sole voting and dispositive power upon exercise of certain warrants. These common shares are excluded because these warrants contain provisions that block exercise if such exercise will result in the holder having beneficial ownership of more than 9.99% of our outstanding common shares.
|
|
(2)
|
Includes 872,870 shares issuable upon the exercise of warrants that are currently exercisable within 60 days of May 14, 2018 and 872,870 shares issuable upon the conversion of the convertible note outstanding as of May 14, 2018.
|
|
(3)
|
Includes (i) 697,248 shares held by Rocpart Inc. ("Rocpart") over which Mr. Kaplan, as President of Rocpart has sole voting and dispositive power and (ii) 5,476,772 shares held by Rocfrim over which Mr. Kaplan has sole voting and dispositive power.
|
|
(4)
|
Jesse Kaplan, President of Rocfrim has sole voting and dispositive power over shares held by Rocfrim.
|
|
(5)
|
Sruli Weinrib, Vice President of Plazacorp has sole voting and dispositive power over shares held by Plazacorp.
|
|
(6)
|
Includes 888,615 shares issuable upon the exercise of warrants that are currently exercisable within 60 days of May 14, 2018 and 888,615 shares issuable upon the conversion of the convertible note outstanding as of May 14, 2018.
|
|
(8)
|
Solomon Eisenberg has sole voting and dispositive power over shares held by Eisenberg Family Foundation. Includes 4,544,355 shares issuable upon the conversion of the convertible note outstanding as of May 14, 2018.
|
The voting rights of our major shareholders
do not differ from the voting rights of holders of our shares who are not major shareholders. Each of the above listed securities
entitles the holder to one vote at our company’s shareholder meetings.
Changes in Percentage Ownership by
Major Shareholders
As of May 14, 2018, Mr. Woodrow, a founder
of the Company, beneficially owned 19,777,338 common shares, or 27.73%, of our then outstanding common shares.
As of May 15, 2017, Mr. Woodrow beneficially
owned 19,777,338 common shares, or 27.73%, of our then outstanding common shares.
As of March 10, 2016, Mr. Woodrow beneficially
owned 19,777,241 common shares, or 63.24%, of our then outstanding common shares.
As of March 10, 2016, Romena Holdings Inc.
beneficially owned 5,000,000 common shares, or 17.81%, of our then outstanding common shares.
As of May 14, 2018, Rocfrim Inc. beneficially
owned 7,840,882 common shares, or 10.84%, of our then outstanding common shares.
As of May 15, 2017, Rocfrim Inc. beneficially
owned 7,449,646 common shares, or 9.6%, of our then outstanding common shares.
As of March 10, 2016, Rocfrim Inc. beneficially
owned 5,476,772 common shares, or 16.32% of our then outstanding common shares.
As of May 14, 2018, Plazacorp Investments
Limited beneficially owned 8,601,992 common shares, or 11.9%, of our then outstanding common shares.
As of May 15, 2017, Plazacorp Investments
Limited beneficially owned 7,567,951 common shares, or 9.84%, of our then outstanding common shares.
As of March 10, 2016, Plazacorp Investments
Limited beneficially owned 5,476,772 common shares, or 16.32% of our then outstanding common shares.
As of May 14, 2018, David Stefansky beneficially
owned 7,612,477 common shares, or 9.99%, of our then outstanding common shares. Does not include 1,188,697 common shares that may
be purchased by Bezalel Partners, LLC over which Mr. Stefansky has sole voting and dispositive power upon exercise of certain warrants.
These common shares are excluded because these warrants contain provisions that block exercise if such exercise will result in
the holder having beneficial ownership of more than 9.99% of our outstanding common shares.
As of May 15, 2017, David Stefansky beneficially
owned 7,567,951 common shares, or 9.84%, of our then outstanding common shares. Includes 5,590,791 common shares and shares issuable
upon exercise of warrants beneficially owned by Bezalel Partners, LLC over which Mr. Stefansky has sole voting and dispositive
power.
As of March 10, 2016, David Stefansky beneficially
owned 7,546,781 common shares, or 9.81% of our then outstanding common shares.
As of May 14, 2018, Eisenberg Family Foundation
beneficially owned 9,088,710 common shares, or 12.57%, of our then outstanding common shares. Solomon Eisenberg has sole voting
and dispositive power over shares held by Eisenberg Family Foundation.
Shares Held in the United States
The following table indicates, as of May
14, 2018, the total number of common shares issued and outstanding, the approximate total number of holders of record of common
shares, the number of holders of record of common shares with U.S. addresses, the portion of the outstanding common shares
held by U.S. holders of record, and the percentage of common shares held by U.S. holders of record. This table does not
indicate beneficial ownership of common shares.
|
Total Number of Holders of Record
|
|
Total Number of
Common Shares
Issued and
Outstanding
|
|
|
Number of
US Holders of
Record
|
|
|
Number of
Common Shares
Held by
US Holders of
Record
|
|
|
Percentage of
Common Shares Held
by US Holders of
Record
|
|
|
48
|
|
|
71,304,035
|
|
|
|
11
|
|
|
|
34,027,278
|
|
|
|
47.72
|
%
|
Change of Control
As of May 14, 2018, there were no arrangements
known to the Company which may, at a subsequent date, result in a change of control of the Company.
Control by Others
To the best of the Company’s knowledge, the Company is
not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person,
severally or jointly.
|
|
B.
|
Related Party Transactions
|
Other than the transactions described below,
since January 1, 2017, we entered into related party transactions as follows:
|
|
·
|
We have entered into employment contracts with each of our officers (see Item 6).
|
|
|
·
|
We entered into an Investor Letter, dated October 11, 2017, with each of Scott Woodrow, Jesse Kaplan, PlazaCorp Investments Limited, Rocfrim Inc., Bezalel Partners LLC, and David Stefansky, pursuant to which such persons agreed to purchase securities of the Company on similar terms as certain offerings of the Company that are consummated prior to December 31, 2017, or, if such an offering is not consummated, the purchase amount will be converted into a secured promissory note that matures on January 31, 2018 (which, at the investor’s option, may be converted into common shares of the Company). Such investors are also entitled to additional warrant coverage in the event that we do not close such an offering prior to December 31, 2017. No such offering consummated prior to December 31, 2017, and such notes were converted into unsecured convertible debentures notes on January 31, 2018.
|
|
|
·
|
On July 27, 2017, the Company entered into a demand non-interest bearing secured promissory note with Scott Woodrow, a director of the Company, in the principal amount of $47,778 (CDN$60,000). In November 2017, the note was converted into a note with 626,513 attached warrants. Subsequently, the note has been repaid.
|
|
|
·
|
On July 27, 2017, the Company entered into a demand non-interest bearing secured promissory note with NView Management in the principal amount of $86,797 (CDN$109,000). Scott Woodrow, a director of the Company, is the controlling shareholder, director and President of NView Management, Currently, $45,490 (CDN$59,000) is outstanding on this note.
|
|
|
·
|
On October 11, 2017, the Company entered into a demand non-interest bearing unsecured promissory note with Scott Woodrow, a director of the Company, in the principal amount of $80,276 (CDN$100,000). On January 18, 2018 the note was exchanged for an unsecured convertible debenture.
|
|
|
·
|
We entered into a term sheet with Companion Healthcare Corporation (“CHC”), dated June 30, 2017, whereby CHC will acquire the exclusive rights to the Company’s informatics platform for use in companion animals, and we received a deposit of $135,232 for the Company’s fieldwork. License fees are to be established by a third party evaluator. Scott Woodrow, a director of the Company, is the President and a minority shareholder of CHC.
|
|
|
·
|
On November 14, 2016, we entered into a definitive securities purchase agreement to sell up to $1,500,026 of convertible promissory notes and warrants in multiple closings in a private placement. Each of Bezalel Partners, LLC (an entity over which Mr. Stefansky holds sole control), Rocfrim, Inc. and Plazacorp Investments Limited participated in the private placement committed to fund a total of $185,718 per such investor. As of May 14, 2018, Bazalel Partners, LLC has purchased convertible promissory notes in an aggregate principal amount of $55,358, Rocfrim, Inc. has purchased convertible promissory notes in an aggregate principal amount of $48,897 and Plazacorp Investments Limited has purchased convertible promissory notes in an aggregate principal amount of $49,779.
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|
|
C.
|
Interests of Experts and Council
|
Not applicable