Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 18, 2019, Mark Yung, our Executive Chairman of the Board and Chief Executive Officer, notified the Board of his resignation as an officer of the Company and its subsidiaries, effective as of the close of business on April 30, 2019. Mr. Yung will continue as a director of the Company and, in that role, will assist in the wind down of its business described in Item 2.05.
On April 18, 2019, the Board appointed Zohar Loshitzer as Executive Chairman of the Board and Chief Executive Officer effective May 1, 2019.
Zohar Loshitzer has served as a director of the Company since February 2014. He served as a director of Presbia Holdings from May 2007 until its liquidation in 2015. He served as the Company’s Chief Executive Officer from February 2014 to October 2014, served as the Company’s President from February 2014 to January 2015, served as
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the Company’s Chief Business Development Officer from January 2015 to September 2015, and has also provided management consulting services to the Com
pany. Since 2016, Mr. Loshitzer has served as principal at OCV. Since January 2005, Mr. Loshitzer has served as a principal at Orchard Capital. OCV and Orchard Capital are majority owned by Richard Ressler (one of our directors and
the beneficial owner of
the majority of the ordinary shares of our Company), where he supports the portfolio companies of Orchard Capital by designing operational efficiencies and cost reductions, and he has served since August 2000 as the President and Chief Executive Officer of
Universal Telecom Services, Inc., a provider of telecommunications services and solutions to emerging markets. He has served as Executive Vice President of Corporate Strategy of j2 Global since June 2001 and from July 1997 through June 2001 he served as t
he Chief Information Officer at j2 Global. Mr. Loshitzer was the founder and President of MTP Consulting, Inc., a business consulting firm, from January 2011 to August 2013, and he was the founder and President of Imali, Inc., another business consulting f
irm, from January 2007 to December 2010. Since 1995, he has been a Managing Director at Orchard Telecom, a provider of telecommunications products. He previously served as a consultant to MAI Systems Corporation, a provider of information technology soluti
ons, and as a General Manager and Managing Director at Life Alert Emergency Response, Inc., a provider of security services for the elderly, which Mr. Loshitzer co-founded. He was a director of the publicly-traded OCATA Therapeutics (formerly Advanced Cell
Technology Inc.) from December 2011 to February 2016, when the company was sold to a Japanese private company. He was also a director of publicly-traded Environmental Solutions Worldwide, Inc. from January 2011 to December 2015.
He graduated from Tel Aviv
ORT Yad Singalovsky with a degree in Electronics Engineering
.
Mr. Loshitzer will not be compensated directly by the Company for his services and will provide his services pursuant to the terms of the existing services agreement between the Company and OCV.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the wind-down of the Company’s business and the resulting effects thereof including costs, expenses and financial statement charges, the Company’s intentions regarding any potential maximization and monetization of its assets, and the effects of the delisting of the Company’s ordinary shares from Nasdaq, including any resulting impairment in respect of the liquidity and market price of the ordinary shares. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, the risks and uncertainties described in the Company’s periodic public filings with the SEC. The forward-looking statements contained in this Current Report on Form 8-K are made as of this date, and the Company undertakes no obligation to revise or update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent that it is required to do so under applicable law.
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