Form 8-K for BREEDIT CORP.
Unregistered Sale of Equity Securities, Change in Directors or Principal Officers
(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.
(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.
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