|12 Months Ended|
Dec. 31, 2018
|Warrants Issued During Period To Purchase Of Ordinary Shares|
On September 9, 2009, we entered into a services agreement, or the DBG Services Agreement, as amended, with Dr. de la Vega's wholly-owned service company, Dolev Bar-Guy Consulting and Management Ltd., or DBG, as amended, or the DBG Services Agreement, pursuant to which Dr. de la Vega provides the Company management services as the Company's chief executive officer. Pursuant to the terms of the DBG Services Agreement, as amended, Dr. de la Vega is currently entitled to a monthly consultancy fee in the amount of NIS 51,750 ($13,807 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) plus value added tax and car allowance in the amount of NIS 2,500 ($667 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) plus value added tax per month plus reimbursement for fuel expenses and tolls, which shall be updated to NIS 65,000 ($17,343 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) plus value added tax per month, if the company will secure an additional investment of $1,000,000. Dr. de la Vega may terminate the DBG Services Agreement at any time for any reason upon a three months' prior written notice, if we wish to terminate the engagement with Dr. de la Vega, not as a result of Dr. de la Vega's breach of his terms of office, the Company shall be required to provide a six months' prior written notice.
In addition, our chief executive office may receive:
Upon the occurrence of an Exit Event, an equity-based award, in accordance with the following calculation:
(i) 0.5% of the Company's ordinary share capital on a fully diluted basis, if the Company's pre-money valuation shall be equal to or higher than $30,000,000 but less than $40,000,000;
(ii) 1.25% of the Company's ordinary share capital on a fully diluted basis, if the Company's pre-money valuation shall be equal to or higher than $40,000,000 but less than $50,000,000;
(iii) 2% of the Company's ordinary share capital on a fully diluted basis, if the Company's pre-money valuation shall be equal to or higher than $50,000,000.
An 'Exit Event' is defined as: (i) the consummation of an initial public offering of ordinary shares of the Company on a recognized stock exchange; or (ii) a sale of all or substantially all of the share capital of the Company to any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity , or a Person; (iii) a sale, lease, conveyance or disposition of all or substantially all of the assets of the Company; (iv) a merger of the Company with or into another entity in which the shareholders of the Company immediately prior to such merger do not hold a majority of the share capital and voting rights of the surviving entity held by them by virtue of their holdings in the Company prior to the consummation of the transaction or a transaction or series of transactions in which a Person or group of Persons acquire more than 50% of the issued and outstanding share capital of the Company (other than an acquisition of such share capital from the Company); or (v) an up-listing to a higher exchange.
On May 15, 2018, the Company entered into a consultancy agreement with RINC Green Ltd., or RINC Green, as amended on April 30 2019, or the Ram Zeevi Consultancy Agreement, pursuant to which Mr. Zeevi provides the Company with services in the field of business development in accordance with pre-approved monthly work plans, which includes introduction of potential business partners and investors as well as assistance in negotiations of business and investments terms. Pursuant to the terms of the Ram Zeevi Consultancy Agreement, RINC Green is currently entitled to a gross monthly fee in the amount of $5,000 (25 hours per month at $200 per hour rate) plus value added tax and to reimbursement of out-of-pocket expenses related directly to the provision of the consultancy services subject to prior written approval of the chief executive officer, to reimbursement of travel international travel and board expenses at the same standard as our chief executive officer and to an additional per-day fee equivalent to four hours per day abroad plus value added tax. Either the Company or RINC Green may terminate the agreement at any time for any reason by providing a 30-day prior written notice.
In addition to the foregoing, RINC Green is entitled to receive:
An 'Exit Event' is defined the same as mentioned in section a. above.
In the event that we terminate the Consultancy Agreement other than for Cause, and the Exit Event occurs within a period of 6 months of said termination, RINC Green will be entitled to the foregoing equity-based award.
Ram Zeevi is the son of Gadi Zeevi, who beneficially owns more than 10% of our ordinary shares.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef