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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/20/17 AIT Therapeutics, Inc. 8-K:1,2,3,5 1/20/17 23:4.3M Z-K Global Ltd/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 524K 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 142K Liquidation or Succession -- exhibit_2-1 3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 20K Liquidation or Succession -- exhibit_2-2 4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 10K Liquidation or Succession -- exhibit_2-3 5: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 32K -- exhibit_3-1 6: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 139K -- exhibit_3-2 7: EX-4.1 Instrument Defining the Rights of Security Holders HTML 18K -- exhibit_4-1 8: EX-10.1 Material Contract -- exhibit_10-1 HTML 30K 17: EX-10.10 Material Contract -- exhibit_10-10 HTML 106K 18: EX-10.11 Material Contract -- exhibit_10-11 HTML 13K 19: EX-10.12 Material Contract -- exhibit_10-12 HTML 31K 9: EX-10.2 Material Contract -- exhibit_10-2 HTML 246K 10: EX-10.3 Material Contract -- exhibit_10-3 HTML 112K 11: EX-10.4 Material Contract -- exhibit_10-4 HTML 63K 12: EX-10.5 Material Contract -- exhibit_10-5 HTML 17K 13: EX-10.6 Material Contract -- exhibit_10-6 HTML 14K 14: EX-10.7 Material Contract -- exhibit_10-7 HTML 42K 15: EX-10.8 Material Contract -- exhibit_10-8 HTML 75K 16: EX-10.9 Material Contract -- exhibit_10-9 HTML 68K 20: EX-21.1 Subsidiaries -- exhibit_21-1 HTML 9K 21: EX-99.1 Miscellaneous Exhibit -- exhibit_99-1 HTML 219K 22: EX-99.2 Miscellaneous Exhibit -- exhibit_99-2 HTML 316K 23: EX-99.3 Miscellaneous Exhibit -- exhibit_99-3 HTML 85K
September 30,
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
20
|
$
|
129
|
||||
Restricted bank deposits
|
12
|
12
|
||||||
Receivables and prepaid expenses
|
11
|
11
|
||||||
Total current assets
|
43
|
152
|
||||||
NON-CURRENT ASSETS:
|
||||||||
Deferred IPO costs
|
-
|
352
|
||||||
Property and equipment, net
|
66
|
93
|
||||||
Total non-current assets
|
66
|
445
|
||||||
TOTAL ASSETS
|
$
|
109
|
$
|
597
|
September 30,
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Line of credit
|
$
|
53
|
$
|
-
|
||||
Trade payables
|
466
|
124
|
||||||
Other accounts payable
|
967
|
716
|
||||||
Loans from a related party
|
99
|
29
|
||||||
Total current liabilities
|
1,585
|
869
|
||||||
CONVERTIBLE NOTES
|
2,547
|
1,552
|
||||||
TOTAL LIABILITIES
|
4,132
|
2,421
|
||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
SHAREHOLDERS' DEFICIENCY:
|
||||||||
Ordinary shares, NIS 0.01 par value per share -
|
||||||||
11,665,085 shares authorized at September 30, 2016 (unaudited) and December 31, 2015; 1,452,290 and 1,448,363 issued and outstanding shares at September 30, 2016 (unaudited) and December 31, 2015, respectively
|
29
|
29
|
||||||
Convertible Preferred A shares, NIS 0.01 par value per share -
|
||||||||
790,630 shares authorized at September 30, 2016 (unaudited) and December 31, 2015; 759,086 issued and outstanding shares at September 30, 2016 (unaudited) and December 31, 2015
|
16
|
16
|
||||||
Aggregate liquidation preference of Convertible Preferred A Shares at September 30, 2016 (unaudited) amounted to $2,329
|
||||||||
Additional paid- in capital
|
8,531
|
7,984
|
||||||
Deficit accumulated
|
(12,599
|
)
|
(9,853
|
)
|
||||
Total shareholders' deficiency
|
(4,023
|
)
|
(1, 824
|
)
|
||||
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY
|
$
|
109
|
$
|
597
|
Nine months ended
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
Operating expenses:
|
||||||||
Research and development expenses
|
$
|
573
|
$
|
1,433
|
||||
General and administrative expenses
|
523
|
495
|
||||||
Costs related to aborted IPO
|
621
|
-
|
||||||
Operating loss
|
1,717
|
1,928
|
||||||
Financial expense, net
|
990
|
713
|
||||||
Revaluation of warrants to purchase Convertible Preferred A Shares
|
-
|
152
|
||||||
Loss before taxes on income
|
2,707
|
2,793
|
||||||
Tax on income
|
39
|
117
|
||||||
Net comprehensive loss
|
2,746
|
2,910
|
||||||
Net basic and diluted loss per share
|
1.99
|
2.11
|
||||||
Weighted average number of Ordinary Shares used in computing basic and diluted net loss per share
|
1,448,750
|
1,448,363
|
Ordinary shares
|
Preferred A shares
|
Additional paid-in
|
Deficit
|
Total shareholders'
|
||||||||||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
capital
|
accumulated
|
Deficiency
|
||||||||||||||||||||||
Balance as of January 1, 2015
|
1,448,363
|
$
|
29
|
525,051
|
$
|
11
|
$
|
2,890
|
$
|
(6,371
|
)
|
$
|
(3,441
|
)
|
||||||||||||||
Conversion of warrants into Convertible Preferred A Shares at $2.457 per share, net of issuance costs
|
-
|
-
|
234,035
|
5
|
3,408
|
-
|
3,413
|
|||||||||||||||||||||
Stock-based compensation related to options granted to employees and non-employees
|
-
|
-
|
-
|
-
|
429
|
-
|
429
|
|||||||||||||||||||||
Stock-based compensation related to RSU's granted to director
|
-
|
-
|
-
|
-
|
18
|
-
|
18
|
|||||||||||||||||||||
Beneficial conversion feature in respect to Convertible Notes
|
-
|
-
|
-
|
-
|
1,239
|
-
|
1,239
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(3,482
|
)
|
(3,482
|
)
|
|||||||||||||||||||
Balance as of December 31, 2015
|
1,448,363
|
29
|
759,086
|
16
|
7,984
|
(9,853
|
)
|
(1,824
|
)
|
|||||||||||||||||||
Modification of Consultants' warrants to purchase Ordinary Shares
|
-
|
-
|
-
|
-
|
94
|
-
|
94
|
|||||||||||||||||||||
Stock-based compensation related to options granted to employees and non-employees
|
-
|
-
|
-
|
-
|
254
|
-
|
254
|
|||||||||||||||||||||
Stock-based compensation related to RSU's granted to Board of Directors' member
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
|||||||||||||||||||||
Issuance of Ordinary shares
|
3,927
|
*) -
|
|
-
|
-
|
-
|
-
|
*) -
|
|
|||||||||||||||||||
Beneficial conversion feature in respect to Convertible Notes
|
-
|
-
|
-
|
-
|
177
|
-
|
177
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(2,746
|
)
|
(2,746
|
)
|
|||||||||||||||||||
Balance as of September 30, 2016 (unaudited)
|
1,452,290
|
$
|
29
|
759,086
|
$
|
16
|
$
|
8,531
|
$
|
(12,599
|
)
|
$
|
(4,023
|
)
|
Nine months ended
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(2,746
|
)
|
$
|
(2,894
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
20
|
19
|
||||||
Capital loss in respect to property and equipment
|
4
|
-
|
||||||
Stock-based compensation and RSU's
|
370
|
302
|
||||||
Amortization of beneficial conversion feature and debts issuance costs in the Convertible Notes
|
776
|
526
|
||||||
Revaluation of warrants to purchase Convertible Preferred A Shares
|
-
|
152
|
||||||
Imputed interest on Convertible Notes, loans from related parties and line of credit
|
215
|
145
|
||||||
Change in:
|
||||||||
Receivables and prepaid expenses
|
-
|
23
|
||||||
Trade payables
|
342
|
16
|
||||||
Other accounts payable
|
252
|
181
|
||||||
Deferred IPO costs that was aborted
|
352
|
-
|
||||||
Net cash used in operating activities
|
(415
|
)
|
(1,530
|
)
|
||||
Cash flows from investing activities
|
||||||||
Selling of property and equipment
|
3
|
-
|
||||||
Purchase of property and equipment
|
-
|
(6
|
)
|
|||||
Net cash (used in) provided by investing activities
|
3
|
(6
|
)
|
|||||
Cash flows from financing activities
|
||||||||
Proceeds from loan from related party
|
70
|
-
|
||||||
Proceeds from issuance of Convertible Note, net of issuance costs
|
184
|
1,069
|
||||||
Proceeds from line of credit
|
467
|
-
|
||||||
Maturity of line of credit
|
(418
|
)
|
-
|
|||||
Proceeds from conversion of warrants into Convertible Preferred A Shares, net of issuance costs
|
-
|
540
|
||||||
Deferred IPO costs that were paid
|
-
|
(45
|
)
|
|||||
Net cash provided by financing activities
|
303
|
1,564
|
||||||
Increase (decrease) in cash and cash equivalents
|
(109
|
)
|
28
|
|||||
Cash and cash equivalents at the beginning of the period
|
129
|
161
|
||||||
Cash and cash equivalents at the end of the period
|
$
|
20
|
$
|
189
|
||||
Supplemental disclosure of non‑cash financing activities: | ||||||||
Conversion of warrants into Convertible Preferred A Shares
|
$
|
-
|
$
|
2,873
|
a. |
Advanced Inhalation Therapies (AIT) Ltd. (the "Company") was incorporated in Israel on May 1, 2011 and commenced its operation in May, 2012. The Company is an emerging Israeli drug development company focusing on the development and commercialization of nitric oxide formulations for the treatment of respiratory infections and diseases. The AIT pipeline includes therapies against respiratory infections in acute and chronic diseases such as: bronchiolitis (RSV), cystic fibrosis (CF), pneumonia, and asthma.
|
b. |
On August 29, 2014, the Company established a wholly-owned subsidiary, Advanced Inhalation Therapies (AIT) Inc. ("Inc.") in USA which its principal business activity is to provide executive management and administrative support functions to the Company.
|
c. |
Since its inception, the Company has devoted substantially most of its effort to business planning, research and development. The Company has incurred losses and has accumulated negative cash flow from operating activities amounted to $2,746 and $415 during the nine months period ended September 30, 2016, respectively, and has an accumulated deficit of $12,599 as of September 30, 2016. These conditions raise substantial doubts about the Company's ability to continue as a going concern. The Company's ability to continue
to operate is dependent upon raising additional funds to finance its activities. There are no assurances, however, that the Company will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of its products.
|
Unaudited
|
||||||||
Opening balance
|
$
|
1,552
|
$
|
568
|
||||
Receipt of Convertible Notes
|
184
|
1,277
|
||||||
BCF in respect of Convertible Notes
|
(177
|
)
|
(1,239
|
)
|
||||
Amortization of BCF
|
764
|
759
|
||||||
Capitalization of debts issuance costs
|
-
|
(38
|
)
|
|||||
Amortization of debts issuance costs
|
12
|
9
|
||||||
Imputed interest
|
212
|
216
|
||||||
$
|
2,547
|
$
|
1,552
|
a. |
The Company is engaged in an operating lease agreement for its office facilities. Future minimum non-cancelable rental payments under the operating lease are $14 for the year ending December 31, 2016. Rent expenses for the nine months periods ended September 30, 2016 and 2015 amounted to $10 and $13, respectively.
|
b. |
On October 22, 2013, the Company entered into certain patent license agreement with a third party pursuant to which the Company shall pay to the third party a non-refundable upfront fee amounted to $150 and is obligated to pay the third party 5% royalties of the licensed product revenues, but at least $50 per annum at the royalty period. As of September 30, 2016, the Company did not record any revenues and therefore no royalties were paid or accrued.
|
c. |
On April 8, 2014, the Company signed a finder fee agreement pursuant to which among others the Company will grant to the finder fee of 6% of the Company's conversion shares to be actually issued to certain lenders upon actual conversion of the lender's Convertible Notes as described in Note 5.
|
d. |
On March 4, 2015, the Company entered into an agreement with certain gas supplier pursuant to which the supplier will receive exclusivity on the US market in exchange for gas supply for clinical studies for Bronchiolitis.
|
e. |
On August 3, 2015 ("Effective Date"), the Company entered into agreement with certain individual to serve as the Company's chairman of the Board of Directors pursuant to which, among others, the Company will pay as compensation and benefits upon consummation of Initial Public Offering ("IPO") (i) an annual retainer of $75 to be paid on equal installments and (ii) 3,955,000 restricted shares of the Company with vesting schedule of 50% if such shares to be vested after 6 month anniversary of the completion of an IPO and the remaining 50% of such shares
after 18 month anniversary of the completion of an IPO. Upon closing change of control transaction, as defined in the agreement, the unvested options shall be accelerated and vested immediately.
|
f. |
In August 2015, the Company entered into an Option Agreement ("Agreement") with a third party whereby the Company acquired for $25 the option to purchase certain intellectual property assets and rights ("Option"). According to the Agreement, the option is exercisable for a period of six months starting August 2015 (which was extended in 2016 for a period which is ended December 2016). Upon exercise of the option, the Company will be obligated to pay an exercise price of $500 and will be required to make certain one-time development and sales milestone payments to the third party starting from the date when the
Company will receive regulatory approval for the commercial sale of its first product candidate.
|
g. |
The Company entered into employment agreements with certain employees and service agreements with certain vendors pursuant to which in the event that the Company succeeds in achieving and consummating an IPO until the year ended December 31, 2016 the Company will pay a one-time bonus as IPO success payment. As of September 30, 2016, the Company's contingent commitment in such regard amounted to $318.
|
h. |
On June 24, 2016 ("Effective Date"), the Company entered into agreement with certain individual to serve as the Company's member of the Board of Directors pursuant to which, among the others, the Company will pay as compensation and benefits upon consummation of IPO (i) an annual retainer of $40 to be paid on equal installments; (ii) one-time bonus amounted to $150 with 30 days from completion of an IPO and (iii) restricted shares equal to 3% of all issued and outstanding fully diluted shares of the Company after the completion of an IPO (including any green
shoe or similar) with vesting schedule of 33.33% of such shares to be vested immediately upon the completion of an IPO, 33.33% of such shares to be vested after 6 month anniversary of the completion of an IPO and the remaining 33.33% of such shares after 12 month anniversary of the completion of an IPO. Upon closing change of control transaction, as defined in the agreement, the unvested options shall be accelerated and vested immediately.
|
b. |
On October 28, 2016, the Company's Board of Directors and the shareholders approved a reverse share split of all outstanding Ordinary Shares of the Company, by way of issuance and distribution of bonus shares without a change in nominal value of the Company's outstanding shares at a ratio of approximately 8.03 for 1.
|
1. |
In January 2015, one of the Company's shareholders exercised 101,754 warrants to 101,754 Convertible Preferred A Shares for a total consideration of $250 which reflects an exercise price of $2.457. Consequently, the Company issued additional 4,070 Convertible Preferred A Shares at par value on the issuance date to consultant in respect to exercise of 4,070 warrants.
|
2. |
In August, 2015, the Company's shareholders exercised 118,035 warrants to 118,035 Convertible Preferred A Shares for a total consideration of $290 which reflects an exercise price of $2.457. Consequently, the Company issued additional 4,070 Convertible Preferred A Shares at par value on the issuance date to consultant in respect to exercise of 4,070 warrants.
|
d. |
As of December 31, 2015, the Company planned to have its securities listed on the OTCQB for the purpose of raising capital to finance its operations. Thus, during the year ended December 31, 2015, the Company incurred direct and incremental costs related to the IPO, including among others, accounting, consulting, legal and printing fees of $352, which were capitalized as a non-current asset. As of December 31, 2015, $146 out of the aforementioned amount was paid.
|
Nine months period ended
|
||||||||||||
Number of
options
|
Weighted average
exercise price
|
Weighted average
remaining
contractual life
|
||||||||||
Options outstanding at beginning of period
|
146,622
|
$
|
3.38
|
8.92
|
||||||||
Granted
|
-
|
-
|
-
|
|||||||||
Options outstanding at end of period
|
146,622
|
3.38
|
8.17
|
|||||||||
Options vested and expected to period
|
146,622
|
3.38
|
8.17
|
|||||||||
Options exercisable at end of period
|
84,122
|
$
|
2.03
|
7.62
|
Grant date
|
Number of options
|
Exercise
price
|
Expiration date
|
||||||
17,080
|
$
|
4.01
|
|||||||
2,340
|
$
|
*) -
|
|
||||||
3,511
|
$
|
4.01
|
|||||||
9,158
|
$
|
*) -
|
|
||||||
2,492
|
$
|
5.46
|
|||||||
57,779
|
$
|
5.46
|
|||||||
12,456
|
$
|
*) -
|
|||||||
11,210
|
$
|
5.46
|
|||||||
April 2, 2016 |
14,476
|
$
|
5.46
|
||||||
Nine months ended
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
Research and development
|
$
|
190
|
$
|
268
|
||||
General and administrative expenses
|
64
|
24
|
||||||
$
|
254
|
$
|
292
|
h. |
On August 31, 2015, the Company's Board of Directors approved grant of 11,781 RSU's to one of the Board of Directors' members with a vesting schedule of three years from September 3, 2015. During the nine months periods ended September 30, 2016 and 2015, expenses amounted to $22 and $9, respectively, have been recognized in the general and administrative expenses.
|
September 30,
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
Convertible Notes (e)
|
$
|
858
|
$
|
586
|
||||
Other accounts payable (b), (c), (f)
|
$
|
73
|
$
|
17
|
||||
Loan from related party (a) (g)
|
$
|
99
|
$
|
29
|
Nine months ended
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
Amounts charged to:
|
||||||||
General and administrative expenses (d) (f)
|
$
|
182
|
$
|
196
|
||||
Research and Development expenses (b), (c)
|
$
|
60
|
$
|
82
|
||||
Financial expense (a), (e) (g)
|
$
|
49
|
$
|
35
|
a. |
On April 9, 2012, the Company signed a loan agreement with one of its shareholders for a total amount of $27. The loan bears an interest of 3% per annum and is payable on the earlier of December 31, 2015 or in two installments of $20 and $7. On November 2012, an amount of $20 was repaid by the Company.
|
b. |
On September 9, 2012, the Company signed an agreement (which was amended at November 8, 2012) with a consultant, who is also one of the Company's shareholders. According to the agreement and amendment, the consultant will serve as the Company's Chief Medical Officer for a consideration of approximately $3 per month. For the nine months periods ended September 30, 2016 and 2015, the company recorded expenses in the
amount of $37 and $10, respectively.
|
c. |
On December 15, 2012, the Company signed an agreement with a consultant, who is also one of the Company's shareholders. According to the agreement and amendment, the consultant will serve as the Company's Chief Scientific Officer based on hourly rate. For the nine months periods ended September 30, 2016 and 2015, the Company recorded expenses in the amounts of $23 and $72, respectively.
|
d. |
On November 26, 2012, the Company signed an agreement with a consultant, who is also a related party of the Company. According to the agreement, the Company will receive legal and notary services from the consultant. For the nine months period ended September 30, 2015, the Company recorded expenses in the amounts of $37.
|
e. |
Commencing December 2013, the Company signed a certain convertible note agreements of which consideration of $858 and $586 were with related parties as of September 30, 2016 and December 31, 2015, respectively (see also Note 5 for further details). The Convertible notes bear an interest rate of 8% per annum compounded annually. For the nine months periods ended September 30, 2016 and 2015, the Company recorded finance expenses in the amounts of $49 and $35, respectively.
|
f. |
On October 1, 2014, the Company signed an agreement with a consultant, who is also one of the Company's shareholders. According to the agreement, the consultant will serve as the Company's Chief Executive Officer based on monthly rate. For the nine months periods ended September 30, 2016 and 2015, the Company recorded expenses in the amount of $182 and $159, respectively.
|
g. |
In September 2016, the Company entered into loan agreement with existing shareholders pursuant to which the Company received amount of $70 ("Loan") which bears an interest rate of 16% per annum and shall be fully repaid in 12 months from the date it was funded. In case that full payment of the Loan at any time within 90 days of the funding, a minimum interest rate of 4% of the Loan shall be paid along with the Loan principal. For the nine months period ended September 30, 2016, the Company recorded expenses in the amounts of $1.
|
h. |
In November 2016, the Company's Chief Executive Officer which is also one of the Company's shareholders has waived all his requirements for certain debts of the Company to him in total amount of $99 (see also Note 11e).
|
Nine months ended
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
Financial expenses, net:
|
||||||||
Bank charges and other
|
$
|
6
|
$
|
5
|
||||
Imputed interest expense in respect to Convertible Notes
|
212
|
153
|
||||||
Foreign currency translation adjustments, net
|
(4
|
)
|
23
|
|||||
Amortization of debt issuance costs
|
12
|
5
|
||||||
Amortization of BCF in respect to Convertible Notes
|
764
|
527
|
||||||
$
|
990
|
$
|
713
|
Nine months ended
|
||||||||
2015
|
||||||||
Unaudited
|
||||||||
Net comprehensive loss
|
$
|
(2,746
|
)
|
$
|
(2,910
|
)
|
||
Convertible Preferred A Shares accumulated dividend
|
(131
|
)
|
(140
|
)
|
||||
Net loss attributable to Ordinary shares
|
$
|
(2,877
|
)
|
$
|
(3,050
|
)
|
||
Shares used in computing net loss per share of Ordinary shares, basic and diluted
|
1,448,750
|
1,448,363
|
||||||
Net loss per share of Ordinary share, basic and diluted
|
(1.99
|
)
|
(2.11
|
)
|
(*) |
The net loss used for the computation of basic and diluted net loss per share include the compounded dividend of eight percent per annum which shall be distributed to shareholders in case of distributable assets determined in the AOA under the liquidation preference right (See also Note 7a2)
|
a. |
The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated interim financial statements to identify matters that require additional disclosure. For its consolidated financial statements as of September 30, 2016 and for the nine months period then ended, the Company evaluated subsequent events through January 20, 2017, the date that the consolidated financial statements were issued. Except as described below, the Company has concluded that no subsequent event has occurred that require disclosure.
|
b. |
In October 2016, the Company entered into loan agreement with existing shareholders pursuant to which the Company received amount of $160 ("Loan"). The Loan bears an interest rate of 16% per annum. The term of the repayment of the Loan in full will be 12 months from the date it was funded. In case that full payment of the Loan at any time within 90 days of the funding, a minimum interest rate of 4% of the Loan shall be paid along with the Loan principal.
|
c. |
Subsequent to the balance sheet date, the convertible loans terms were changed such that immediately prior and subject to the consummation of the Company's IPO, the conversion discounted price will be amended such that it will be 60.5% of the price of the most senior shares of the Company upon mandatory conversion in the event of a "triggering event" (as defined in the agreement, e.g. initial public offering) and the Participation Rights which should have been granted will be forfeited.
|
d. |
On October 28, 2016, the Company's Board of Directors and the shareholders approved a reverse share split of all outstanding Ordinary Shares of the Company, by way of issuance and distribution of bonus shares without a change in nominal value of the Company's outstanding shares at a ratio of approximately 8.03 for 1.
|
e. |
In November 2016, the Company's Chief Executive Officer has waived certain obligations of the Company to him in total amount of $99.
|
f.
|
On January 13, 2017 AITT, a Delaware corporation, and a wholly- owned subsidiary of AITT, Red Maple Ltd. (“Merger Sub”), and the Company closed the transaction that was the subject of an Agreement and Plan of Merger and Reorganization dated December 29, 2016, as amended by that Amendment No. 1 to the Merger Agreement dated January 12, 2017 (the “Merger Agreement”). The Merger Agreement provides for (i) the merger of Merger Sub with and into the Company (the “Israeli Merger”),
and (ii) the exchange of the Company’s shareholders’ shares of the Company's Ordinary Shares for shares of AITT common stock along with the other conditions set forth in the Merger Agreement, culminating with the Company, as the surviving entity in the Israeli Merger, being a wholly-owned subsidiary of AITT (the “Merger”). The Israeli Merger was consummated on December 29, 2016 and the Merger closed on January 13, 2017. At the Closing of the Merger, all outstanding Series A Preferred Shares and convertible notes of the Company
were converted into Ordinary shares of the Company.
|
g. |
In December 2016 and January 2017, the Company entered into a securities purchase and registration rights agreement ("SPA") with certain investors. According to the SPA, the Company will sell Units in the minimum aggregate amount of $10,000 and up to maximum aggregate amount of $25,000.
|
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/2/26 | ||||
12/1/25 | ||||
10/20/25 | ||||
3/1/25 | ||||
7/24/24 | ||||
4/8/24 | ||||
12/29/23 | ||||
9/8/23 | ||||
12/31/17 | ||||
12/12/17 | ||||
Filed on / For Period End: | 1/20/17 | |||
1/13/17 | ||||
1/12/17 | ||||
12/31/16 | ||||
12/29/16 | ||||
10/28/16 | ||||
9/30/16 | 10-Q | |||
6/24/16 | ||||
4/2/16 | ||||
12/31/15 | 10-Q, NT 10-Q | |||
12/1/15 | ||||
10/20/15 | ||||
9/30/15 | ||||
9/3/15 | ||||
8/31/15 | ||||
8/3/15 | ||||
3/4/15 | ||||
3/1/15 | ||||
1/1/15 | ||||
10/1/14 | ||||
8/29/14 | ||||
7/24/14 | ||||
4/8/14 | ||||
2/10/14 | ||||
12/29/13 | ||||
10/22/13 | ||||
10/3/13 | ||||
9/8/13 | ||||
12/15/12 | ||||
11/26/12 | ||||
11/8/12 | ||||
9/9/12 | ||||
4/9/12 | ||||
5/1/11 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/22/23 Beyond Air, Inc. 10-K 3/31/23 90:9.4M M2 Compliance LLC/FA 6/29/22 Beyond Air, Inc. 10-K 3/31/22 87:7.4M M2 Compliance LLC/FA |