8-K 1 form8-k.htm

 

 

 

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): February 14, 2019 (February 11, 2019)

 

AIT Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   000-55759   47-3812456
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

  825 East Gate Blvd., Suite 320
Garden City, NY 11530
 
  (Address of Principal Executive Office)  

 

516-665-8200

(Registrant’s 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:

 

[  ] 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 CFR240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

   

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On February 13, 2019, AIT Therapeutics, Inc. (the “Company”) announced its financial results for the quarter ended December 31, 2018. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

 

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

 

Effective February 11, 2019, the Board of Directors (the “Board”) of the Company appointed Robert F. Carey to the Board to fill the vacancy created by Ari Raved resignation, as discussed below.

 

Since March of 2014, Mr. Carey has served as executive vice president and chief business officer at Horizon Pharma plc (“Horizon”). Before Horizon, Mr. Carey spent more than 11 years as managing director and head of the life sciences investment banking group at JMP Securities LLC (“JMP”), a full-service investment bank. Prior to JMP, Mr. Carey was a managing director in the healthcare groups at Dresdner Kleinwort Wasserstein and Vector Securities for a total of 14 years. Mr. Carey received his B.B.A. in Accounting from the University of Notre Dame. Mr. Carey currently serves on the board of Sangamo Therapeutics, Inc. (Nasdaq: SGMO).

 

There are no family relationships between Mr. Carey and any director or other executive officer, nor are there any transactions to which the Company was or is a participant and in which Mr. Carey has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Carey and any other persons pursuant to which he was selected to be a director.

 

Mr. Raved resigned from the Board effective February 11, 2019. Mr. Raved did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

 

Exhibit
No.
  Description
     
99.1   Press Release issued on February 13, 2019

 

   

 

 

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 hereunto duly authorized.

 

  AIT THERAPEUTICS, INC.
     
Date: February 14, 2019 By: /s/ Steven Lisi
  Name: Steven Lisi
  Title: Chief Executive Officer