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$hellKing

08/28/17 10:21 AM

#13354 RE: $hellKing #13352

TE_CR DDAmanda "will acquire keyword 8k"

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 23, 2017, in connection with the entry into a binding memorandum of understanding (the “ MOU ”) with Natur Holdings B.V., a Dutch corporation (including its subsidiaries, “Natur”), as more fully-described in Item 8.01 below, the Board of Directors of TechCare Corp. (the “ Registrant ”) has appointed Mr. Shlomi Arbel as the new Chief Executive Officer of the Registrant and its wholly-owned Israeli subsidiary, Novomic Ltd. (“Novomic”), replacing Zvi Yemini, who had served as Chief Executive Officer of the Registrant and of Novomic since October 2016. Mr. Yemini shall continue to act as the Chairman of the Board of Directors of the Registrant.

Mr. Shlomi Arbel, age 38, Chief Executive Officer : Mr. Arbel served as part of the management team of the Registrant and of Novomic since December 2013. Mr. Arbel is the founder and principal of the Arbel & Co. Law Firm since its formation in January 2012, prior to which he served as a Senior Associate at Shibolet & Co. Law Firm with offices in Tel Aviv, Israel. Mr. Arbel also served as a member of the board of directors of HiSky Ltd. and Freshub Ltd. Mr. Arbel holds an LL.B. from the Tel-Aviv University, where he also studied economics.

There are no family relationships between Mr. Arbel and any director or executive officer of the Company or its subsidiaries.

Item 8.01 Other Events

On August 23, 2017, the Registrant entered into a binding MOU with Natur, pursuant to which the Registrant will acquire certain assets, operations and activities of Natur, in consideration for which the Registrant will issue a number of shares of common stock, par value $0.0001 per share representing fifty (50%) percent of the issued and outstanding common stock of the Registrant, on a fully diluted bases. The parties will use commercially reasonable efforts to negotiate and execute a definitive agreement within thirty (30) days of the execution of the MOU and subsequent closing of the aforesaid transactions (the “Closing”).

In connection with the transaction, the parties shall enter into a separate stockholders’ agreement pursuant to which the board of directors of the Registrant, following the Closing, shall be comprised of six (6) directors, three (3) of whom shall be nominated for election by the controlling stockholders of Natur and three (3) of whom shall be nominated for election by the controlling stockholders of the Registrant.

The MOU may be terminated by either party in the event definitive agreements are not executed by the parties within eighty (80) days of the execution of the MOU.

A press release announcing the entrance into the MOU was issued on August 28, 2017, a copy of which is attached as Exhibit 99.1.
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$hellKing

08/28/17 10:27 AM

#13355 RE: $hellKing #13352

Seems like AEGX has a endless supply of .03s. Will see. never know could be adding shares to float for a future run. Still a lot of buying then I think match trades to the bid?