$BRTE Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.On January 25, 2015, the Registrant granted common stock purchase options (the “Options”) exercisable to purchase restricted shares of the Registrant’s common stock, par value $0.0001 per share (the “Shares”) at a price of $0.10 per Share. The Options vest over a period of 6 months in 2 equal quarterly installments:
(i) 2,000,000 Options to Mr. Yoel Yogev, the Registrant’s CEO;
(ii) 2,000,000 Options to Mr. Itschak Shrem the Registrant’s Chairman;
(iii) 1,000,000 Options to Mr. Yahali Sherman, CTO of the Registrant’s Israeli subsidiary, BreedIT Ltd;
(iv) 1,000,000 Options to Mr. Oded Fruchtman, Co-CEO of the Registrant’s Israeli subsidiary BreedIT Ltd.

The Registrant’s grant of Options, without registration under the Securities Act of 1933, as amended (the “Act”), was in reliance upon the exemptions contained in Regulation S promulgated by the United States Securities and Exchange Commission (the “SEC”) and Section 4(2) of the Act. The grantees were not “U.S. Persons” as that term is defined in Rule 902 of Regulation S and were either “accredited investors” as that term is defined in Rule 501 promulgated by the SEC under Regulation D of the Act or sophisticated persons with sufficient knowledge about the Registrant and the risks associated with restricted securities in general.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.(i) On January 1, 2015, the Registrant agreed to pay Mr. Yogev, Chief Executive Officer and Chairman, compensation at the rate of $3,833 per month, for serving as CEO, effective and commencing on January 1, 2014; and
(ii) On January 1, 2015, the Registrant and Registrant’s Israeli subsidiary agreed to pay Galor Kedma Ltd, an Israeli entity and a related party to Mr. Oded Gilboa, the Registrant’s CFO, $5,500 per month in consideration for providing administrative and record keeping services, effective and commencing on January 1, 2014; and
(iii) On January 1, 2015, the Registrant Israeli subsidiary agreed to pay Mr. Yahali Sherman, $6,800 per month in consideration for serving as CTO, effective and commencing on January 1, 2015.