UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2013
INFINITY AUGMENTED REALITY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53446 | 71-1013330 | ||
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
45 Broadway
New York, New York 10006
(Address of principal executive offices)
(212) 201-4070
(Telephone number, including area code)
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Certain Officers and Directors
On May 30, 2013, Mr. Avrohom Oratz presented to the Board of Directors (the “Board”) of Infinity Augmented Reality, Inc. (the “Company”) a letter of resignation whereby he resigned from his positions as President, Chief Executive Officer, Director and all other positions to which he has been assigned, regardless of whether Mr. Oratz served in such capacity, of the Company, effective immediately. Mr. Oratz’s resignation was not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices. A copy of Mr. Oratz’s resignation letter is attached hereto as Exhibit 10.28 and incorporated herein in its entirety by reference.
On May 30, 2013, Chaim Loeb and Abraham Lowy resigned from the Board. Their resignations were not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices. A copy of each of Mr. Loeb’s and Mr. Lowy’s letters of resignation is attached hereto as Exhibit 10.29 and 10.30 respectively and incorporated herein in their entirety by reference.
Election of Certain Officers and Directors
On May 30, 2013, 2013, the Board elected (i) Enon Landenberg as President, Chief Executive Officer and Director, (ii) Yuval Rabin and Adi Sheleg as directors. Below is a description of their relevant business experience:
Enon Landenberg, age 41, President, Chief Executive Officer and Director
Mr. Landenberg is the co-founder and managing partner of E-Dologic, Israel’s first interactive advertising agency, which was founded in 1999. The firm launched revolutionary campaigns for leading companies such as Coca-Cola, Mazda, Ford, JDate, Nestle and other Fortune 500 companies. In 2001 E-Dologic was acquired by Publicis Group SA, where Mr. Landenberg served as Chief Interaction Officer until January 2013. Along with building one of the largest digital advertising agencies, Mr., Landenberg is a well-known expert in the interactive media field, a highly sought-after lecturer at technology conventions and a featured TEDx conference keynote speaker. Mr. Landenberg earned an M.B.A. in Business Management from the Ruppin Academic Center and currently serves on the school’s Board of Governors. Recently Mr. Landenberg was named Chief Commercial Marketing Officer for the SpaceIL project, where he led an effort to raise $30 million to finance a project to land an Israeli spacecraft on the moon.
The Company believes that Mr. Landenberg’s experience and comprehensive knowledge of computer technology, new marketing techniques and operating and strategic management in the area of advanced technology will assist in achieving and managing its strategic growth and development.
Yuval Rabin, age 58, Director
Mr. Rabin is currently the Chairman of Beyond Verbal Communication Ltd. since November 2011and has served as Managing Partner and Founder of Oris Investments Ltd., an investment company with a focus on clean technology, since March 2010. Before that, he was Managing Partner at Rabin, Sheves, Lipkin-Shahak and Birger Partners, Inc., where he led business development for Israeli technologies companies in the evolving U.S. homeland security market and was also Chief Technology Officer and Chief Operating Officer at BeyondGuide, Inc. From 1985 to 2000, he worked at several technology companies including Esim Inc., Sapiens International and Digital Equipment Corp. – DEC. He completed a five-year program in computer sciences at the IDF computer center. In addition, he is Chairman of The Peace Generation, where he participated in developing several social programs such as day-care centers, after school care, para-military training courses that serve underprivileged populations. He was the co-founder of the Israeli Peace Initiative Program.
The Company believes that Mr. Rabin’s experience assisting technology companies develop infrastructure; including general management, business development, partnering and compliance will contribute to the Company’s development of its own infrastructure and growth as a public company.
Adi Sheleg, age 38, Director
Mr. Sheleg is currently the Chief Executive Officer of Genesis Angels fund, a venture capital firm, since November 2012. His partners at the firm include former Israeli Prime Minister Ehud Olmert, leading Kazakh industrialist Kenges Rakishev and leading tech entrepreneur Moshe Hogeg, the founder of Mobli and a member of our Board of Directors. The focus of the new venture capital firm is early stage investment in augmented reality, artificial intelligence and robotic innovations. Mr. Sheleg is well respected in the trading and investing world as he worked as an analyst, fund manager and trader from 1997-2012 for various arbitrage trading desks, including Lehman Brothers, ISP Group, Gilon Investments Ltd. and Ilanot Betucha.
The Company believes that Mr. Sheleg’s experience in capital raising strategy, investments and foreign markets will assist the Company’s development and maintenance of a sound financial strategy going forward.
Family Relationships
Neither, Mr. Landenberg, Mr. Rabin, nor Mr. Sheleg has a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Compensation of Certain Officers and Directors
On May 30, 2013, the Company agreed in principle to employ Enon Landenberg as President and Chief Executive Officer, through May 31, 2014 with an initial base compensation of $250,000.00 per year, Mr. Landenberg will be entitled to receive 300,000 Non-Qualified Stock Options with an exercise price of $0.405, vesting on May 30, 2013 and expiring on May 29, 2018.
On May 30, 2013, the Company entered into a Consulting Agreement with Avrohom Oratz, which terminates on November 30, 2013. A copy of such Consulting Agreement is annexed as Exhibit 10.31.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.28 | Resignation Letter of Avrohom Oratz, dated May 30, 2013 | |
| 10.29 | Resignation Letter of Chaim Loeb dated May 30, 2013 | |
| 10.30 | Resignation Letter of Abraham Lowy dated May 30, 2013 | |
| 10.31 | Consulting Agreement dated May 30, 2013 with Avrohom Oratz |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INFINITY AUGMENTED REALITY, INC. | |||
| Dated: May 31, 2013 | By: | /s/ Enon Landenberg | |
| Enon Landenberg | |||
| President & Chief Executive Officer | |||
May 30, 2013
Infinity Augmented Reality, Inc.
45 Broadway
New York, New York 10006
Gentlemen:
This letter confirms that I, AVROHOM ORATZ, hereby resign my position as President, Chief Executive Officer, Director, and all other positions to which I have been assigned, regardless of whether I served in such capacity, of the Company, effective immediately. My resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies (including accounting or financial policies) or practices.
Sincerely,
/s/ Avrohom Oratz
Avrohom Oratz
Dated: May 30, 2013
May 30, 2013
Infinity Augmented Reality, Inc.
45 Broadway
New York, New York 10006
Gentlemen:
This letter confirms that I, Chaim Loeb, hereby resign my position as a Director, and all other positions to which I have been assigned, regardless of whether I served in such capacity, of the Company, effective immediately. My resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies (including accounting or financial policies) or practices.
Sincerely,
/s/ Chaim Loeb
Chaim Loeb
Dated: May 30, 2013
May 30, 2013
Infinity Augmented Reality, Inc.
45 Broadway
New York, New York 10006
Gentlemen:
This letter confirms that I, Abraham Lowy, hereby resign my position as a Director, and all other positions to which I have been assigned, regardless of whether I served in such capacity, of the Company, effective immediately. My resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies (including accounting or financial policies) or practices.
Sincerely,
/s/ Abraham Lowy
Abraham Lowy
Dated: May 30, 2013
INFINITY AUGMENTED REALITY, INC.
45 Broadway, Sixth Floor
New York, New York 10006
May 30, 2013
Mr. Avrohom Oratz
Brooklyn, New York
Dear Mr. Oratz:
On behalf of the Board of Directors of Infinity Augmented Reality, Inc., we reluctantly accept your resignation as President, Chief Executive Officer, and Director, effective immediately.
Your leadership of the Company under difficult circumstances, and your pioneering efforts in focusing the Company in its current direction, are deeply appreciated by the Board and shareholders.
The Company values your services and wishes to retain them upon the following terms and conditions:
1. For the period from June 1, 2013 through August 31, 2013, you will serve as a consultant to the Company on a substantially full time basis. During such period, the Company will pay your salary as provided under your most recent Employment Agreement, and all other benefits which you were receiving on the date of your resignation.
2. For the period from September 1, 2013 to November 30, 2013, you will serve as a consultant to the Company for such reasonable hours and times as the Chief Executive Officer of the Company may determine. On September 1, 2013, the Company will pay you a lump sum payment (net of applicable payroll taxes) equivalent to the total payments made to you during the prior three month period for your salary as provided under your most recent Employment Agreement. During such period, the Company will also pay all other benefits which you were receiving on the date of your resignation.
3. You shall be entitled to paid health insurance with the Company upon terms and conditions similar to those of other executive employees for the period through May 31, 2014.
4. You shall be granted non- qualified options to purchase 100,000 shares of Common Stock under the Company’s 2013 Equity Incentive Plan, at an exercise price of $0.405 per share, which options shall vest on December 1, 2013 and expire on May 29, 2018.
5. Any restrictions contained in Section 5.1(a) of your most recent Employment Agreement shall terminate on December 1, 2013.
If the above correctly sets forth our understanding, would you please sign and return one copy of this letter.
| Very truly yours, | ||
| INFINITY AUGMENTED REALITY, INC. | ||
| By: | /s/ ENON LANDENBERG | |
| ENON
LANDENBERG | ||
| President and Chief Executive Officer | ||
| AGREED & ACCEPTED: | ||||
| /s/ AVROHOM ORATZ | ||||
| AVROHOM ORATZ | ||||