Current Report Filing (8-k)
November 01 2018 - 5:02PM
Edgar (US Regulatory)
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): November 1, 2018 (October 26, 2018)
AIT
Therapeutics, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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000-55759
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47-3812456
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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825
East Gate Blvd., Suite 320
Garden
City, NY 11530
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(Address
of Principal Executive Office)
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516-665-8200
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
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. [ ]
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
October 26, 2018, AIT Therapeutics, Inc. (the “Company”) announced the appointment of Douglas J. Beck, CPA, as its
Chief Financial Officer effective as of November 1, 2018. Pursuant to the terms of an employment offer letter between the Company
and Mr. Beck, Mr. Beck will be paid an annual salary of $250,000 per year. Subject to approval of the Company’s board of
directors (the “Board”), Mr. Beck will be granted an option to purchase 85,000 shares of common stock of the Company
at an exercise price to be determined by the Board. Under Mr. Beck’s offer letter his employment is at will. In the event
of termination without cause he will be entitled to a severance equal to one month’s base salary for every six months employed
by the Company not to exceed six months of base salary.
Mr.
Beck, 57, has previously served as Chief Financial Officer of several companies, and has advised various large-scale firms as
a financial consultant. From February 2016 to October 2018, Mr. Beck served as Chief Financial Officer of JLM Couture, Inc., a
multi-label bridal house engaged in the design, manufacture and distribution of bridal gowns and bridesmaids dresses. From December
2013 to December 2015, Mr. Beck served as Chief Financial Officer of Relmada Therapeutics, Inc., a clinical stage pharmaceutical
company. From January 2011 to March 2013, Mr. Beck served as Chief Financial Officer of iBio, Inc. a biotechnology company.
There
are no family relationships between Mr. Beck and any director or other executive officer, nor are there any transactions to which
the Company was or is a participant and in which Mr. Beck has a material interest subject to disclosure under Item 404(a) of Regulation
S-K. There are no arrangements or understandings between Mr. Beck and any other persons pursuant to which he was selected to be
an officer.
Effective
November 1, 2018, Stephen J. DiPalma resigned as interim Chief Financial Officer of the Company. His resignation is not the result
of any disagreement with the Company. Mr. DiPalma shall continue to provide finance, accounting, and administrative consulting
services to the Company through the Company’s existing agreement with Danforth Advisors, LLC, a financial consultancy specialized
in working with life sciences companies.
The
foregoing description of Mr. Beck’s employment offer letter is qualified in its entirety by the text of the letter, a copy
of which is attached hereto as Exhibit 10.1. A copy of the press release announcing Mr. Beck’s appointment is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
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AIT THERAPEUTICS, INC.
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Date:
November 1, 2018
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By:
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/s/
Steven Lisi
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Name:
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Steven
Lisi
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Title:
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Chief
Executive Officer
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