Item
2.01. Completion of Acquisition or Disposition of Assets.
The
disclosure under Item 2.01 of the Original Report under the subsections entitled “Security Ownership of Certain Beneficial
Owners and Management” and “Directors, Executive Officers, Promoters and Control Persons” are amended and supplemented
in its entirety as follows:
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our Common Stock as of the Closing (taking in account
of the redemption in connection with the Business Combination and automatic exchange of rights into Common Stock at the Closing),
based on information obtained from the persons named below, with respect to the beneficial ownership of our Common Stock, by:
|
●
|
each
person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;
|
|
|
|
|
●
|
each
of our executive officers and directors that beneficially owns our Common Stock; and
|
|
|
|
|
●
|
all
our executive officers and directors as a group.
|
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
Common Stock beneficially owned by them. As of the Closing, we had 22,835,153 shares of Common Stock issued and outstanding.
Name and Address of Beneficial Owner(1)
|
|
Amount and Nature of Beneficial
Ownership
|
|
|
Percent of
Class
|
|
Chardan Investments, LLC(2)
|
|
|
4,607,500
|
|
|
|
17.9
|
%
|
Takeda Pharmaceutical Company Limited
Takeda Ventures, Inc.(3)
|
|
|
2,470,935
|
|
|
|
10.8
|
%
|
OrbiMed Advisors Israel Limited
OrbiMed Israel GP Ltd.
OrbiMed Israel Partners, Limited Partnership(4)
|
|
|
2,290,490
|
|
|
|
10.0
|
%
|
Johnson & Johnson Innovation – JJDC, Inc.(5)
|
|
|
2,133,402
|
|
|
|
9.3
|
%
|
Jonathan
Solomon(6)
|
|
|
326,440
|
|
|
|
1.4
|
%
|
Assaf Oron(7)
|
|
|
137,809
|
|
|
|
*
|
|
Sailaja Puttagunta(8)
|
|
|
45,985
|
|
|
|
*
|
|
Merav Bassan
|
|
|
0
|
|
|
|
0
|
|
Inbar Gahali-Sass(9)
|
|
|
20,692
|
|
|
|
*
|
|
Myriam Golembo(10)
|
|
|
26,610
|
|
|
|
*
|
|
Uri Ben-Or
|
|
|
0
|
|
|
|
0
|
|
Russell Greig
|
|
|
0
|
|
|
|
0
|
|
Gbola Amusa(11)
|
|
|
0
|
|
|
|
0
|
|
Yaron Breski
|
|
|
0
|
|
|
|
0
|
|
Erez Chimovits
|
|
|
0
|
|
|
|
0
|
|
Jonas Grossman(12)
|
|
|
4,607,500
|
|
|
|
17.9
|
%
|
Lynne Sullivan
|
|
|
0
|
|
|
|
0
|
|
Robbie Woodman
|
|
|
0
|
|
|
|
0
|
|
All
directors and officers as a group (Post-Business Combination) (14 persons)
|
|
|
5,165,036
|
|
|
|
18.5
|
%
|
(1)
|
Unless
otherwise indicated, the business address of each of the individuals is c/o BiomX Ltd., 7 Pinhas Sapir St., Floor 2, Ness
Ziona 7414002, Israel.
|
(2)
|
Represents 1,707,500
shares of Common Stock held by Chardan Investments, LLC and warrants to purchase 2,900,000 shares of Common Stock held by
Mount Wood, LLC, which owns approximately 67.96% of Chardan Investments, LLC. Jonas Grossman, a member of our Board of Directors
is the managing member of each of Chardan Investments, LLC and Mountain Wood, LLC, and thereby has sole voting and dispositive
power over such shares. The business address of each of the foregoing is c/o Chardan Healthcare Acquisition Corp., 17 State
Street, 21st Floor, New York, NY 10004.
|
(3)
|
The business address
of Takeda Ventures, Inc. (“Takeda Ventures”) is 435 Tasso Street, Suite 300, Palo Alto, CA 94301 USA. Takeda Ventures
is a wholly-owned direct subsidiary of Takeda Pharmaceuticals U.S.A., Inc. (“Takeda USA”). Takeda Pharmaceuticals
International AG and Takeda Pharmaceutical Company Limited together own 100% of Takeda USA. Takeda Pharmaceuticals International
AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited. As a result, Takeda Pharmaceutical Company
Limited may be deemed to have voting and investment power over all of the shares of Common Stock held by Takeda Ventures,
and Takeda Pharmaceutical Company Limited may be deemed to be the indirect beneficial owner of the shares held by Takeda Ventures.
|
(4)
|
Represents 1,649,151
shares of Common Stock held directly by OrbiMed Israel Partners, Limited Partnership (“OIP LP”) and 641,339 shares
of Common Stock held directly by OrbiMed Israel Incubator L.P. (“OII LP”). 89 Medinat Hayehudim St., Building
E, Herzliya 4614001 Israel. OrbiMed Israel BioFund GP Limited Partnership (“BioFund GP LP”) is the general partner
of each of OIP LP and OII LP, and OrbiMed Israel GP Ltd. (“Israel GP”) is the general partner of BioFund GP LP.
OrbiMed Advisors Israel Limited (“Advisors Israel Ltd”) is the majority shareholder of Israel GP. As a result,
Advisors Israel Ltd and Israel GP may be deemed to have shared voting and investment power over all of the shares of Common
Stock held by each of OIP LP and OII LP, and both Advisors Israel Ltd and Israel GP may be deemed to directly or indirectly,
including by reason of their mutual affiliation, to be the beneficial owners of the shares held by each of OIP LP and OII
LP. Advisors Israel Ltd exercises this investment power through an investment committee comprised of Carl L. Gordon, Jonathan
T. Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares
held by OIP LP and OII LP.
|
(5)
|
The address for
Johnson & Johnson Innovation-JJDC, Inc. (“JJDC”) is 410 George Street, New Brunswick, New Jersey 08901. JJDC
has voting and dispositive power over 2,133,402 shares of common stock.
|
(6)
|
Amount represents
326,440 options that will be exercisable within 60 days of the Closing Date.
|
(7)
|
Amount represents
137,809 options that will be exercisable within 60 days of the Closing Date.
|
(8)
|
Amount represents
45,985 options that will be exercisable within 60 days of the Closing Date.
|
(9)
|
Amount represents
20,692 options that will be exercisable within 60 days of the Closing Date.
|
(10)
|
Amount represents
26,610 options that will be exercisable within 60 days of the Closing Date.
|
(11)
|
Mr. Amusa’s
business address is c/o Chardan Healthcare Acquisition Corp., 17 State Street, 21st Floor, New York, NY 10004.
|
(12)
|
See note (2) above
regarding shares beneficially owned by Jonas Grossman.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Following
the Closing, the Board of Directors of the combined company was reconstituted and is now comprised of eight members, classified
into three classes, each comprising as nearly as possible one-third of the directors to serve three-year terms. As Class I directors,
each of Yaron Breski, Erez Chimovits and Robbie Woodman will serve until the 2020 annual meeting; as Class II directors, each
of Gbola Amusa and Jonas Grossman will serve until the 2021 annual meeting; and as Class III directors, each of Russell Greig,
Jonathan Solomon and Lynne Sullivan will serve until the 2022 annual meeting, or in each case until their respective successors
are duly elected and qualified, or until their earlier resignation, removal or death.
The
Company’s directors and executive officers are:
Name
|
|
Age
|
|
Position
|
Jonathan Solomon
|
|
42
|
|
Chief Executive Officer and
Director
|
Assaf Oron
|
|
44
|
|
Chief Business Officer
|
Sailaja Puttagunta
|
|
51
|
|
Chief Medical Officer
|
Merav Bassan
|
|
54
|
|
Chief Development Officer
|
Inbar Gahali-Sass
|
|
46
|
|
Vice President of Platform Research & Development
|
Myriam Golembo
|
|
54
|
|
Vice President of Development
|
Uri Ben-Or(1)
|
|
49
|
|
Interim Chief Financial Officer
|
Russell Greig
|
|
67
|
|
Director and Chairman of the Board
|
Gbola Amusa
|
|
45
|
|
Director
|
Yaron Breski
|
|
41
|
|
Director
|
Erez Chimovits
|
|
55
|
|
Director
|
Jonas Grossman
|
|
45
|
|
Director
|
Lynne Sullivan
|
|
53
|
|
Director
|
Robbie Woodman
|
|
41
|
|
Director
|
(1)
|
Sigal
Fattal, Chief Financial Officer of BiomX, resigned from her role as the Chief Financial Officer, effective upon the consummation
of the Business Combination, and remains employed by BiomX as a consultant to the Chief Executive Officer. The Board of Directors
appointed Mr. Uri Ben-Or to join the Company as its Interim Chief Financial Officer, effective October 30, 2019.
|
Jonathan
Solomon has served as the Chief Executive Officer and as a director of the Company since October 2019. Mr. Solomon served
as Chief Executive Officer and director of BiomX from May 2017 to October 2019, and from February 2016 to May 2017, he served
as a director of BiomX. From July 2007 to December 2015, Mr. Solomon was a co-founder, President, and Chief Executive Officer
of ProClara Biosciences Inc. (formerly NeuroPhage Pharmaceuticals Inc.), a biotechnology company pioneering an approach to treating
neurodegenerative diseases. Prior to joining ProClara, he served for ten years in a classified military unit of the Israeli Defense
Forces. Mr. Solomon holds a B.Sc. magna cum laude in Physics and Mathematics from the Hebrew University, an M.Sc. summa cum laude
in Electrical Engineering from Tel Aviv University, and an M.B.A. with honors from the Harvard Business School.
Assaf
Oron has served as the Chief Business Officer of the Company since October 2019. Mr. Oron served as Chief Business Officer
of BiomX from January 2017 to October 2019. Prior to this position, he served in various roles at Evogene Ltd., an agriculture
biotechnology company, which utilizes a proprietary integrated technology infrastructure to enhance seed traits underlying crop
productivity, from March 2006 to December 2016, including Executive Vice President of Strategy and Business Development and Executive
Vice President of Corporate Development. Prior to joining Evogene, Mr. Oron served as Chief Executive Officer of ChondroSite Ltd.,
a biotechnology company that develops engineered tissue products in the field of orthopedics and as a senior project manager and
strategic consultant at Israeli management consulting company POC Ltd. Mr. Oron holds an M.Sc. in Biology (bioinformatics) and
a B.Sc. in Chemistry and Economics, both from Tel Aviv University.
Dr.
Sailaja Puttagunta M.D. has served as the Chief Medical Officer of the Company since October 2019. Dr. Puttagunta served as
the Chief Medical Officer of BiomX from December 2018 to October 2019. Prior to joining BiomX, Dr. Puttagunta served as Vice President,
Development at Iterum Therapeutics plc, a clinical stage pharmaceutical company developing antibiotics against multi-drug resistant
pathogens, from January 2016 to December 2018. Prior to Iterum, Dr. Puttagunta served as VP, Medical Affairs for Anti-infectives
at pharmaceutical company Allergan plc from January 2015 to January 2016 and was the Vice President of Development and Medical
Affairs from August 2014 to December 2014 and the Executive Director of Clinical and Medical Affairs from June 2012 through July
2014 at pharmaceutical company Durata Therapeutics, Inc., an innovative pharmaceutical company focused on the development and
commercialization of novel therapeutics for patients with infectious diseases and acute illnesses, prior to its acquisition by
Actavis plc. Prior to joining Durata, Dr. Puttagunta led teams within clinical development and medical affairs on various antibiotic
compounds at pharmaceutical company Pfizer Inc. Dr. Puttagunta graduated from Gandhi Medical College in Hyderabad, India and completed
her residency in Internal Medicine and a fellowship in Infectious Diseases at Yale University School of Medicine. She also holds
an M.S. in Biochemistry from the New York University School of Medicine.
Dr.
Merav Bassan has served as the Chief Development Officer of the Company since October 2019. Dr. Bassan joined as Chief Development
Officer of BiomX in October 2019. Prior to this position, she served in various development roles at Teva Pharmaceutical Industries
Limited since 2005, including Vice President, Head of Translational Sciences, Specialty Clinical Development R&D since 2017,
Vice President, Pain and Global Internal Medicine, Project Leadership, Innovative Product Development, Global IR&D from 2015
to 2017, and Project Champion, Senior Director, Innovative Product Development, Global IR&D from 2009 to 2015. Dr. Bassan
holds a B.Sc. in Biology, a M.Sc. in Human Genetics and a Ph.D. in Neurobiology from Tel Aviv University, and she completed a
Post-Doctoral Fellowship in Neuroscience at Harvard Medical School at Harvard University.
Dr.
Inbar Gahali-Sass has served as the Vice President of Platform Research & Development of the Company since October 2019.
Dr. Gahali-Sass served as Vice President of Platform Research & Development of BiomX from December 2018 to October 2019. Prior
to joining BiomX, Dr. Gahali-Sass served as Research & Development Manager at Omrix Biopharmaceuticals, Inc., a biotechnology
company focused on developing protein-based biosurgery and passive immunotherapy products and a subsidiary of Ethicon, Inc. and
Johnson& Johnson, from May 2012 through November 2018 and as a senior scientist from August 2006 to May 2012. Dr. Gahali-Sass
holds a B.Sc. in Biology, an M.Sc. in Microbiology, a Ph.D and a post-Doctoral degree in Microbiology from The Hebrew University,
and an M.B.A. from the College of Management Academic Studies.
Dr.
Myriam Golembo has served as the Vice President of Development of the Company since October 2019. Dr. Golembo served
as the Vice President of Development of BiomX from July 2017 to October 2019. Prior to this position, Dr. Golembo served as the
Vice President of Regulatory and Clinical Operations at Efranat Ltd., a biotechnology company focused on the development of cancer
therapies, from May 2016 to June 2017. From May 2015 to May 2016, Dr. Golembo served as the Vice President of Development for
Otic Pharma Ltd., a pharmaceutical company focusing on the development of ear, nose, and throat products (now Novus Therapeutics,
Inc.). Before joining Otic Pharma, Dr. Golembo served as Director of Product Development at Protalix BioTherapeutics, Inc., a
biopharmaceutical company manufacturing a plant-based enzyme for the treatment of Gaucher disease, from May 2012 to May 2015 and
as Associate Director of Products Development from May 2009 to May 2012. Dr. Golembo holds a B.Sc. in Biology and an M.Sc. in
Molecular Biology from The Hebrew University and a Ph.D. in Molecular Genetics from Weizmann Institute of Science.
Uri
Ben-Or has served as the Interim Chief Financial Officer, effective October 30, 2019. In January 2007, Mr. Ben-Or founded
CFO Direct Ltd., in which he has served as the Chief Executive Officer and through which he provides his services to our company.
Mr. Ben-Or is currently the Chief Financial Officer of BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV), Together Pharma Ltd. (TASE),
Cannabics Pharmaceuticals Inc. (OTC: CNBX), Opectra Ltd. (TASE), Geffen Biomed Investments Ltd. (TASE), and Medivie Therapeutic
Ltd., and is the Chief Executive Officer and Chief Financial Officer of Maayan Ventures Ltd. (TASE). Mr. Ben-Or was also the Chief
Financial Officer of My Size Inc. (Nasdaq: MYSZ; TASE) from September 2010 to May 2016, Intercure Ltd. (TASE) from February 2011
to January 2016, D. Medical Industries Ltd. (TASE) from February 2013 to April 2015, Therapix Biosciences Ltd. from October 2014
to March 2015 (Nasdaq: TRPX), Procognia Ltd. (TASE) from September 2012 to December 2014, Glycominds Ltd. (TASE) from October
2001 to April 2014, and WideMed Ltd. (TASE) from November 2007 to November 2010. Prior to that, Mr. Ben-Or was an auditor at PriceWaterhouseCoopers
from May 1997 to July 1999. Mr. Ben-Or holds a B.A. in Accounting from The College of Management Academic Studies, and an M.B.A.
from Bar-Ilan University and is a certified public accountant in Israel.
Dr.
Russell Greig has served as a director and chairman of the Board of Directors of the Company since October 2019. Dr. Greig
has more than 35 years’ experience in the pharmaceutical industry, with knowledge and expertise in research and development,
business development and commercial operations. He spent the majority of his career at GlaxoSmithKline (“GSK”), where
he held a number of positions including GSK’s President of Pharmaceuticals International from 2003 to 2008 and Senior Vice
President Worldwide Business Development. From 2008 to 2010, Dr. Greig was also President of SR One, GSK’s Corporate Venture
Group. He is currently Chairman of AM Pharma and Mint Solutions in The Netherlands, and Bionor in Norway. In addition, Dr. Greig
serves as a board member of Onxeo S.A. in France, and previously served on the boards of Tigenix N.V. (acquired by Takeda Pharmaceutical
Company Limited), and Ablynx N.V. (acquired by Sanofi, France). He is also a Venture Partner at Kurma Life Sciences (France).
He was previously Chairman of Syntaxin Ltd (UK) (sold to Ipsen), Novagali Pharma S.A. (France) (acquired by Santen Pharmaceutical
Co., Ltd.), and Isconova AB (Sweden) (acquired by Novavax, Inc. (Nasdaq:NVAX)). He served as acting Chief Executive Officer at
Genocea Biosciences (Nasdaq: GNCA) and Isconova AB for an interim period. He was also a member of the Scottish Scientific Advisory
Committee, reporting to the First Minister of Scotland.
Dr.
Gbola Amusa has served as a director of the Company since March 2018, and served as the Executive Chairman of CHAC from March
2018 to October 2019. Dr. Amusa has served as Partner, Director of Research, and Head of Healthcare Equity Research at Chardan
Capital Markets LLC since December 2014. At Chardan, he has established the healthcare vision by focusing on disruptive healthcare
segments, such as gene therapy/genetic medicines, that have the highest potential for significant investment returns. Dr. Amusa
was previously Managing Director, Head of European Pharma Research, and Global Pharma& Biotech Coordinator at UBS (from 2007
to 2013), where he oversaw 25 analysts. Prior to UBS, Dr. Amusa was a Senior Research Analyst and Head of European Pharma research
at Sanford Bernstein. He started his career in finance at Goldman Sachs as an Associate in the Healthcare Investment Banking Group,
where he worked on large transactions including the Amgen/Immunex merger. Additionally, Dr. Amusa was previously a Healthcare
Finance & Strategy Consultant working with governments, companies, leading foundations and think tanks. He holds an M.D. from
Washington University Medical School, an M.B.A. with High Honors from the University of Chicago Booth School of Business, and
a B.S.E. with Honors from Duke University.
Yaron
Breski has served as a director of the Company since October 2019, and served on the Board of Directors of BiomX from November
2018 to October 2019. Mr. Breski is a Partner at RMGP Bio-Pharma Investment Fund, L.P., which he co-founded in May 2017, and has
served as Managing Director at RM Global Partners LLC since October 2014. Previously, Mr. Breski served as Executive Director
of Business Development at biotechnology company Rosetta Genomics. Mr. Breski holds a B.Sc. in Biology, Magna Cum Laude, research
track for honors students from the Tel Aviv University; and an M.B.A from The Wharton School, University of Pennsylvania.
Erez
Chimovits has served as a director of the Company since October 2019, and served on the Board of Directors of BiomX from January
2016 to October 2019. Mr. Chimovits has served as Senior Managing Director at healthcare investment firm OrbiMed Advisors LLC
since 2010. Prior to joining OrbiMed, Mr. Chimovits was the Chief Executive Officer of pharmaceutical company NasVax Ltd. (now
Therapix Biosciences Ltd.) and spent more than seven years with predictive drug discovery and development company Compugen Ltd.,
serving as President of Compugen USA Inc. and as Executive Vice President of Commercial Operations. Mr. Chimovits earned his M.B.A.,
M.Sc. in Microbiology, and B.Sc. from Tel Aviv University.
Jonas
Grossman has served as a director of the Company since October 2019, and served on the Board of Directors of CHAC from its
formation in November 2017 to October 2019. Mr. Grossman has served as Partner and Head of Capital Markets for Chardan Capital
Markets LLC, a New York headquartered broker/dealer, since December 2003. Mr. Grossman has served as President of Chardan Capital
Markets LLC since September 2015. Since 2003, Mr. Grossman has overseen the firm’s deal origination, syndication, secondary
market sales and trading and corporate access initiatives. He has extensive transactional experience having led or managed over
400 transactions during his tenure at Chardan. Since December 2006, Mr. Grossman has served as a founding partner for Cornix Advisors,
LLC, a New York based hedge fund. From 2001 until 2003, Mr. Grossman worked at Ramius Capital Group, LLC, a global multi-strategy
hedge fund where he served as Vice President and Head Trader. Mr. Grossman has served as a director for China Broadband (NASDAQ:
SSC) from January 2008 until November 2010. He holds a B.A. in Economics from Cornell University and an M.B.A. from NYU’s
Stern School of Business.
Lynne Sullivan has
served as a director of the Company since November 2019. M. Sullivan is currently the Chief Financial Officer of Compass Therapeutics,
LLC, a biotechnology company (“Compass”), where she has worked since December 2018. Prior to Compass, Ms. Sullivan
served as Biogen Inc.’s Senior Vice President of Finance from 2016 to December 2018, where she also served as Vice President
of Tax and Corporate Finance from February 2015 to March 2016 and Vice President of Tax from April 2008 to February 2015. Prior
to that, Ms. Sullivan was the Vice President Tax at EMD Serono and the Vice President of Tax North America at Merck KGaA. Ms. Sullivan
is currently a member of the board of directors of resTORbio, Inc., a public biopharmaceutical company (Nasdaq: TORC), Solid Biosciences
Inc., a public life sciences company (Nasdaq: SLDB), and Inheris Pharma. Ms. Sullivan was a Certified Public Account for over 20
years and was also a Tax Partner at Arthur Anderson, where she led the North East Region’s Tax Consulting Practice for the
firm. She received an M.S. in Taxation from Bentley University and a B.S.B.A. from Suffolk University.
Dr.
Robbie Woodman has served as a director of the Company since October 2019, and served on the Board of Directors of BiomX from
June 2018 to October 2019. Dr. Woodman joined Takeda Ventures, Inc. (“TVI”) in March 2018 as Senior Partner. Prior
to joining TVI, Dr. Woodman served as Director of Healthcare Investments at venture capital and private equity firm Touchstone
Innovations Plc (formerly Imperial Innovations) from December 2012 to January 2017 and as Director of Healthcare Ventures from
September 2012 through December 2016. Dr. Woodman previously served as Principal in the life science team at venture capital firm
Sofinnova Partners. Dr. Woodman holds an M.Sc. in Biochemistry from the University of Oxford and a Ph.D. in Oncology from the
University of Cambridge.
Director
Independence
The
NYSE American Stock Exchange requires that a majority of our Board of Directors be composed of “independent directors,”
which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual
having a relationship, which, in the opinion of the company’s Board of Directors would interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a director.
Messrs.
Gbola Amusa, Yaron Breski, Erez Chimovits, Dr. Russell Greig, Jonas Grossman, Lynne Sullivan and Dr. Robbie Woodman are our independent
directors. Our independent directors have regularly scheduled meetings at which only independent directors are present.
Committees
of the Board of Directors
Audit
Committee
The
Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent
accountants, reviewing their independence and performance; reviews the Company’s accounting and financial reporting processes
and the integrity of its financial statements; the audits of the Company’s financial statements and the appointment, compensation,
qualifications, independence and performance of the Company’s independent auditors; the Company’s compliance with
legal and regulatory requirements; and the performance of the Company’s internal audit function and internal control over
financial reporting. The Audit Committee has held three meetings during 2019.
The
members of the Audit Committee are Lynne Sullivan, Gbola Amusa and Erez Chimovits, each of whom is an independent director under
NYSE American Stock Exchange’s listing standards and satisfies the additional independence requirements of Rule 10A-3 of
the Exchange Act. Lynne Sullivan is the Chairperson of the Audit Committee. The Board of Directors has determined that Lynne Sullivan
qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.
Compensation
Committee
The
Compensation Committee reviews annually the Company’s corporate goals and objectives relevant to the officers’ compensation,
evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation
level based on this evaluation; makes recommendations to the Board of Directors regarding approval, disapproval, modification,
or termination of existing or proposed employee benefit plans, makes recommendations to the Board of Directors with respect to
the compensation of our executive officers, other than the Chief Executive Officer, and administers the Company’s incentive-compensation
plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees
as it may deem appropriate in its sole discretion. The Chief Executive Officer of the Company may not be present during voting
or deliberations of the Compensation Committee with respect to his compensation. The Company’s executive officers do not
play a role in suggesting their own salaries. Neither the Company nor the Compensation Committee has engaged any compensation
consultant who has a role in determining or recommending the amount or form of executive or director compensation. The Compensation
Committee has not held any meetings during 2019.
The
members of the Compensation Committee are Erez Chimovits, Jonas Grossman and Russell Greig, each of whom is an independent director
under NYSE American Stock Exchange’s listing standards. Erez Chimovits is the Chairperson of the Compensation Committee.
Nominating
Committee
The
Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors.
Specifically, the Nominating Committee makes recommendations to the Board of Directors regarding the size and composition of the
Board of Directors, establishes procedures for the director nomination process and screens and recommends candidates for election
to the Board of Directors. On an annual basis, the Nominating Committee recommends for approval by the Board of Directors certain
desired qualifications and characteristics for Board of Directors membership. Additionally, the Nominating Committee establishes
and oversees the annual assessment of the performance of the Board of Directors as a whole and its individual members. The Nominating
Committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The Nominating Committee
may require certain skills or attributes, such as financial or accounting experience, to meet specific needs of the Board of Directors
that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse
mix of Board of Directors members. The Nominating Committee does not distinguish among nominees recommended by stockholders and
other persons. The Nominating Committee has not held any meetings during 2019.
The
members of the Nominating Committee are Russell Greig, Jonas Grossman and Robbie Woodman, each of whom is an independent director
under NYSE American Stock Exchange’s listing standards. Russell Greig is the Chairperson of the Nominating Committee.