0001213900-19-022191.txt : 20191106 0001213900-19-022191.hdr.sgml : 20191106 20191106160254 ACCESSION NUMBER: 0001213900-19-022191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191104 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191106 DATE AS OF CHANGE: 20191106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEEDO CORP. CENTRAL INDEX KEY: 0001661600 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 472847446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-208814 FILM NUMBER: 191196229 BUSINESS ADDRESS: STREET 1: HACARMEL 2 CITY: YOKNEAM STATE: L3 ZIP: 20692 BUSINESS PHONE: 972 546 642 228 MAIL ADDRESS: STREET 1: HACARMEL 2 CITY: YOKNEAM STATE: L3 ZIP: 20692 FORMER COMPANY: FORMER CONFORMED NAME: GRCR Partners Inc DATE OF NAME CHANGE: 20151221 8-K 1 f8k110419_seedocorp.htm CURRENT REPORT

 

 

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): November 6, 2019 (November 4, 2019)

 

SEEDO CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   333-208814   47-2847446
(State of incorporation)   (Commission File Number)   (IRS Employer No.)

 

HaCarmel 2

Yokneam, Israel 20692

(Address of principal executive offices and Zip Code)

 

+972 546 642 228

(Registrant's telephone number, including area code)

 

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 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   SEDO   OTCQB

 

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

 

Emerging growth company   ☐

 

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

  

On November 4, 2019, Seedo Corp (the “Company”) received a letter of resignation, effective immediately, from Mr. Daniel Birnbaum, one of the Company’s directors.

 

Mr. Birnbaum’s resignation was a result of a disagreement with the Company. An English translation of the letter from Mr. Birnbaum to the Company concerning the circumstances surrounding his resignation is attached as Exhibit 17.1 to this Current Report on Form 8-K. The Company rejects all of the allegations in Mr. Birnbaum’s letter.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
17.1   Translation of resignation letter of Mr. Daniel Birnbaum, dated November 4, 2019.

 

1

 

 

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.

 

  SEEDO CORP.
     
  By: /s/ Zohar Levy
  Name: Zohar Levy
Date: November 6, 2019 Title: Director, Chief Executive Officer

 

 

2

 

 

 

 EX-17.1 2 f8k110419ex17-1_seedo.htm TRANSLATION OF RESIGNATION LETTER OF MR. DANIEL BIRNBAUM, DATED NOVEMBER 4, 2019

Exhibit 17.1

 

[Unofficial English translation from Hebrew]

 

November 4, 2019

 

To Zohar Levi,

 

I hereby announce my resignation as a director of Seedo Corp effective immediately.

 

As you know, I believe in the great potential of the company’s technology – both in the home grow device and especially in the agricultural product under the purpose of “feed the world”. However, I feel that I wasn’t able to implement the change in the strategic focus of the company, in order to focus the company’s resources in one direction, and in addition, my recommendations to strengthen our board with new professional members with experience and reputation were not accepted. Furthermore, despite my insistent pleading, I do not feel comfortable with multiple conflicts of interests within the company and its board of directors. These matters worsen when the company is in such early stage and is fighting for its financial survival.

 

I would like to wish best of luck to both you and the Seedo Corp and I am at you services at any time to assist you and the company to succeed in the future after the correction of all the above mentioned.

 

Regards,

Daniel Birnbaum.