Delaware
|
|
47-2847446
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
HaCarmel 2
Yokneam, Israel 20692
|
|
06880
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
(Do not check if a smaller reporting company)
|
Smaller reporting company ☒
|
Class
|
|
Outstanding December 31, 2018
|
Common Stock, $0.001 par value per share
|
|
16,250,148 shares
|
|
• |
the availability and adequacy of capital to support and grow our business;
|
|
•
|
economic, competitive, business and other conditions in our local and regional markets;
|
|
•
|
actions taken or not taken by others, including competitors, as well as legislative, regulatory bodies
|
|
•
|
competition in our industry;
|
|
•
|
Changes in our business and growth strategy, capital improvements or development plans;
|
|
•
|
the availability of additional capital to support development; and
|
|
•
|
other factors discussed elsewhere in this annual report.
|
3
|
||
5
|
||
5
|
||
5
|
||
5
|
||
5
|
||
5
|
||
Item 6. | 7 | |
7
|
||
12
|
||
12
|
||
13
|
||
13
|
||
14
|
||
15
|
||
17
|
||
18
|
||
18
|
||
18
|
||
19
|
||
20
|
Seedo: Automated home growing device
|
||
·
|
Automated home growing device.
|
|
·
|
Simplifying the seed to harvest process with seamless technology
|
|
·
|
Growth cycle operated and monitored by Mobile App
|
|
·
|
Self-regulating climate control system
|
|
·
|
No User intervention necessary
|
|
·
|
No prior knowledge needed
|
|
·
|
Simple installment – water, electricity and Wi-Fi
|
|
·
|
Pesticide Free
|
|
·
|
Thousands of units pre-ordered – First customer shipments in Q1 2019 (Nov 2018)
|
• |
High Yield, High Quality
|
• |
Optimal use of water, fertilizer, electricity.
|
• |
Simplicity and low cost
|
• |
Simple transportation, installation and operation
|
• |
Modular farm and easily scalable - short time to increase growth area/ low investment
|
• |
Reduced operational costs
|
• |
Full control and automation of plant feeding and environmental parameters.
|
• |
Unified Standardized yields suitable for medical pharma industry.
|
• |
Sealed system - full isolation no pesticide.
|
• |
Remote monitoring - through an application or computer from anywhere in the world
|
• |
Rapid response support network: Expert advice available at the touch of a button
|
QUARTER ENDED
|
HIGH
|
LOW
|
||||||
|
||||||||
September 30, 2018
|
$
|
0.05
|
$
|
0.05
|
||||
June 30, 2018
|
$
|
0.05
|
$
|
0.05
|
||||
March 31, 2018
|
$
|
0.05
|
$
|
0.05
|
||||
December 31, 2017
|
$
|
0.05
|
$
|
0.05
|
||||
September 30, 2017
|
$
|
0.05
|
$
|
0.05
|
· |
Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;
|
· |
The requirement to provide, in any registration statement, periodic report or other report to be filed with the Securities and Exchange Commission (the “Commission” or “SEC”), certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;
|
· |
Compliance with new or revised accounting standards until those standards are applicable to private companies;
|
· |
The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 to provide auditor attestation of our internal controls and procedures; and
|
· |
Any Public Company Accounting Oversight Board (“PCAOB”) rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.
|
• |
85,000 followers on Facebook
|
• |
40,000 followers on Instagram
|
• |
250,000 subscribers
|
• |
More than 50 Million views on Facebook
|
• |
1 Million views on YouTube
|
• |
Automated home growing device.
|
• |
Simplifying the seed to harvest process with seamless technology
|
• |
Growth cycle operated and monitored by Mobile App
|
• |
Self-regulating climate control system
|
• |
No prior knowledge needed
|
• |
Simple installment – water, electricity and Wi-Fi
|
• |
100% Pesticide Free
|
· |
Deliver pre orders of the Home cultivator
|
· |
Increase sales and marketing efforts.
|
· |
Start and Increase Home cultivator manufacturing quantities.
|
· |
Progress the Commercial Container product R&D efforts
|
· |
Continue with the corporate governance, risk management, compliance and regulatory reporting activities of the Company while considering our targets and objectives in this regard.
|
· |
Strengthen our Board of Directors by adding world class Key Members which will better enable the Company to be recognized as a world-wide leader in its field.
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7 F-23
|
Kost Forer Gabbay & Kasierer
2 Pal-Yam Blvd. Brosh Bldg.
Haifa 3309502, Israel
|
Tel: +972-4-8654000
Fax: +972-3-5633433
ey.com
|
/s/ KOST FORER GABBAY & KASIERER
|
|
A Member of Ernst & Young Global
|
|
We have served as the Company's auditor since 2017
|
|
Haifa, Israel
|
|
January 14, 2019
|
Year ended
September 30,
|
||||||||||||
Note
|
2018
|
2017
|
||||||||||
Operating expenses:
|
||||||||||||
Research and development
|
$
|
2,007
|
$
|
532
|
||||||||
Selling and marketing
|
815
|
187
|
||||||||||
General and administrative
|
2,127
|
330
|
||||||||||
Operating loss
|
4,949
|
1,049
|
||||||||||
Other income
|
10
|
-
|
||||||||||
Financial expenses, net
|
13
|
209
|
53
|
|||||||||
Net Loss
|
$
|
5,148
|
$
|
1,102
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.49
|
)
|
$
|
(0.11
|
)
|
||||||
Weighted average number of Ordinary shares used in computing basic and diluted loss per share
|
10,563,916
|
9,668,056
|
Ordinary Shares
|
Additional Paid
in capital
|
Accumulated
deficit
|
Total
Shareholders'
Deficiency
|
|||||||||||||||||
Number
|
Amount
|
|||||||||||||||||||
Balance as of September 30, 2016
|
9,298,222
|
1
|
335
|
(564
|
)
|
(228
|
)
|
|||||||||||||
Issuance of Ordinary shares
|
1,059,997
|
*
|
962
|
-
|
962
|
|||||||||||||||
Net Loss
|
-
|
-
|
-
|
(1,102
|
)
|
(1,102
|
)
|
|||||||||||||
Balance as of September 30, 2017
|
10,358,219
|
1
|
1,297
|
(1,666
|
)
|
(368
|
)
|
|||||||||||||
Issuance of Ordinary shares
|
213,859
|
*
|
237
|
-
|
237
|
|||||||||||||||
Issuance of shares with respect to the Reverse Merger
|
369,000
|
*
|
(349
|
)
|
-
|
(349
|
)
|
|||||||||||||
Conversion of convertible loan
|
1,500,000
|
*
|
1,244
|
-
|
1,244
|
|||||||||||||||
Share Based Compensation to non-employees
|
2,558,922
|
*
|
948
|
-
|
948
|
|||||||||||||||
Issuance of Warrants
|
-
|
-
|
42
|
-
|
42
|
|||||||||||||||
Net Loss
|
-
|
-
|
-
|
(5,148
|
)
|
(5,148
|
)
|
|||||||||||||
Balance as of September 30, 2018
|
15,000,000
|
1
|
3,419
|
(6,814
|
)
|
(3,394
|
)
|
Year ended
September 30,
|
||||||||
2018
|
2017
|
|||||||
Cash flows from operating activities:
|
||||||||
Net Loss
|
$
|
(5,148
|
)
|
$
|
(1,102
|
)
|
||
Adjustments to reconcile loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
23
|
1
|
||||||
Financial expenses related to convertible loans
|
179
|
-
|
||||||
Gain from changes in fair value of warrants
|
(10
|
)
|
-
|
|||||
Share based compensation expenses to non-employees
|
948
|
-
|
||||||
Changes in assets and liabilities:
|
||||||||
Increase in other accounts receivable
|
(854
|
)
|
(60
|
)
|
||||
Increase in inventory
|
(122
|
)
|
-
|
|||||
Increase in advances from customers
|
1,944
|
961
|
||||||
Increase in trade payables
|
389
|
26
|
||||||
Increase in other accounts Payable
|
696
|
201
|
||||||
Net cash provided by (used in) operating activities
|
(1,955
|
)
|
27
|
|||||
Cash flows from investing activities
|
||||||||
Purchase of property and equipment
|
(906
|
)
|
(15
|
)
|
||||
Increase (Decrease) in restricted bank deposit
|
183
|
(242
|
)
|
|||||
Net cash used in investing activities
|
(723
|
)
|
(257
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Issuance of Ordinary shares
|
737
|
963
|
||||||
Proceeds from convertible loans
|
1,600
|
-
|
||||||
Proceeds from short term loan
|
69
|
-
|
||||||
Net cash provided by financing activities
|
2,406
|
963
|
||||||
Increase (Decrease) in cash and cash equivalents
|
(272
|
)
|
733
|
|||||
Cash and cash equivalents at the beginning of the year
|
744
|
11
|
||||||
Cash and cash equivalents at the end of the year
|
$
|
472
|
$
|
744
|
||||
Supplemental disclosures of non-cash flow information:
|
||||||||
Purchase of property, plant and equipment on credit
|
277
|
-
|
||||||
Supplemental disclosures of non-cash flow information:
|
||||||||
Cash paid for interest
|
48
|
-
|
NOTE 1:- |
GENERAL
|
a. |
Seedo Corp. (the “Company”, “Our” or “We”), was incorporated on January 16, 2015 as GRCR Partners Inc. under the laws of Delaware. On September 17, 2018 the name of the company was changed to Seedo Corp. we were solely a provider of risk management and asset protection (“RAP”) services for businesses, individuals and families. Post-Acquisition and Exchange with Eroll Grow Tech, we have additionally acquired Eroll’s business as well ("acquisition Sunsidiary"). We produces the world’s first fully-automated plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round.
|
NOTE 1:- |
GENERAL (Cont.)
|
b. |
The Company operates in the field of development, and distribution of home growing automated machines for variety of herbs and vegetables worldwide.
|
c. |
The Company has not generated revenues since inception. The Company has an accumulated deficit and negative operating cash flow in the total amount of $ 6,814 and $ 1,955 as of September 30, 2018, respectively
,
and further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.
|
NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES
|
a. |
Use of estimates:
|
b. |
Financial statements in U.S. dollars:
|
c. |
Principles of consolidation:
|
d. |
Cash and cash equivalents:
|
e. |
Restricted bank deposit:
|
NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
f. |
Inventories, net:
|
g. |
Property and equipment:
|
%
|
|
Computers, Software and peripheral equipment
|
33%
|
Mold & production Equipment
|
10%
|
Office furniture and equipment
|
10%
|
h. |
Impairment of long-lived assets:
|
i. |
Concentration of credit risks:
|
NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
j. |
Research and development expenses:
|
k. |
Severance pay:
|
l. |
Advances from customers
|
m. |
Fair value of financial instruments
|
NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Level 1 —
|
|
Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access.
|
Level 2 —
|
|
Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
Level 3 —
|
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
n. |
Income Tax
|
NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
o. |
Basic and diluted net loss per share:
|
p. |
Legal and other contingencies:
|
q. |
Accounting for share-based payments:
|
NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
r. |
Recent accounting pronouncements:
|
NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
s. |
Reclassification
|
NOTE 3:- |
OTHER ACCOUNTS RECEIVABLE
|
September 30,
|
||||||||
2018
|
2017
|
|||||||
Government authorities
|
$
|
70
|
$
|
31
|
||||
Prepaid expenses
|
22
|
8
|
||||||
Financial institutes
|
977
|
302
|
||||||
Advances to suppliers
|
148
|
-
|
||||||
Other
|
-
|
22
|
||||||
$
|
1,217
|
$
|
363
|
September 30,
|
||||||||
2018
|
2017
|
|||||||
Cost:
|
||||||||
Computers and peripheral equipment
|
$
|
40
|
$
|
13
|
||||
Office furniture and equipment
|
11
|
2
|
||||||
Mold & production Equipment
|
955
|
-
|
||||||
Software
|
192
|
-
|
||||||
1,198
|
15
|
|||||||
Accumulated depreciation:
|
24
|
1
|
||||||
Property and equipment, net
|
$
|
1,174
|
$
|
14
|
NOTE 5:- |
TRADE PAYABLES
|
September 30,
|
||||||||
2018
|
2017
|
|||||||
Open accounts
|
$
|
626
|
$
|
25
|
||||
Notes payable
|
84
|
19
|
||||||
$
|
710
|
$
|
44
|
September 30,
|
||||||||
2018
|
2017
|
|||||||
Employees and payroll accruals
|
$
|
811
|
$
|
381
|
||||
Government authorities
|
62
|
11
|
||||||
Professional service
|
140
|
18
|
||||||
Other payables
|
121
|
14
|
||||||
$
|
1,134
|
$
|
424
|
September 30,
|
||||||||||||
Interest %
|
2018
|
2017
|
||||||||||
Short term loan
|
P+2.5%
|
$
|
69
|
$
|
-
|
|||||||
$
|
69
|
$
|
-
|
a. |
On June 6, 2018 (the “Closing Date”), Eroll entered into a Loan Agreement (the “Agreement”) with a third party (the “Lender”), in a total amount of $500 (the “Loan”). The Loan bears interest at a monthly rate of 2%, for a year. Eroll shall pay the loan and interest within one year from the closing date. In future event when Eroll will merge with public company the lender has the right to convert the Loan and Interest to the public company shares, at a price per share equals to the lower of (1) a valuation of the Company of $15,000, or (2) the fair market value of the Company as shall be evaluated as of the Company's first raising via equity issuance. During the 12 months period ended September 30, 2018, the Company recorded an interest expenses in the total amount of $40. According ASC 470 the Company did not record a Beneficial Conversion Feature ("BCF") with respect to convertible loan since the contingent BCF shall not be recognized in earnings until the contingency is resolved.
|
b. |
During July 2018, Eroll entered into a Convertible Loan Agreement (the “Agreement”) with a third party (the “Lender”), in a total amount of $250 (the “Convertible Loan”). The Convertible Loan bears interest at a monthly rate of 2%, for a year. Per the terms of the Agreement, if Eroll will merge with a public company the lender has the right to convert the Loan and Interest to the public company shares, at a price per share equals to the lower of (1) a valuation of the Company of $25,000, or (2) the fair market value of the Company as shall be evaluated as of the Company's first raising via equity issuance. If the future event will not occur Eroll shall pay the loan and interest within one year from the closing date.
|
c. |
On August 2, 2018, Eroll received a loan in the amount of $100 with interest rate of 2% per month, the loan shall be paid on September 20, 2018, in case Eroll will merge into a traded company in the OTC the lender in eligible to receive 99,338 from the public company. As the exercise price of the nondetachable conversion feature was higher than the fair value of the share price at the commitment date, no BCF was recorded.
|
d. |
On August 10, 2018, Eroll Grow Tech (now the wholly owned subsidiary of the Company) entered into a Convertible Loan Agreement (the “Agreement”) with Cannabics Pharmaceuticals Inc., a US public company. Pursuant to the terms of the Agreement, Cannabics was obliged to invest up to $2,000 in Eroll Grow Tech. According to the agreement Cannabics Pharmaceuticals Inc. obligated itself to invest $500 upon execution of the Agreement, to be followed by second $500 tranche within 90 days and third tranche in the amount of $1,000 (the "Second loan"), 90 days following that. On August 13, 2018, Cannabics Pharmaceuticals Inc. invested the initial $500 pursuant to its obligations under the Agreement. According to the Agreement, the Company shall issue Cannabics Pharmaceuticals Inc. Ordinary shares of the Company representing 7.5% of the outstanding shares on a fully-diluted basis of the Company at the time of conversion. Following the Second Investment, Cannabics Pharmaceuticals Inc. shall hold 15% of the outstanding shares on a fully-diluted basis of the Company. In addition according to the agreement Cannabics Pharmaceuticals Inc. shall issue to the company 1,000,000 warrants with an exercise price of $ 2 per share, of the Cannabics Pharmaceuticals Inc. shares, for a period of 12 months. The warrants were issued On August 14, 2018. As of September 30, 2018, the warrants fair value amount was $90.
|
e. |
During September 7, 2018, Eroll has entered into a Loan agreement with Cannabics Pharmaceuticals Inc. in the amount of $350 that shall have a one-year defined term and bears no interest. As part of the agreement Cannabics were also entitled to 3.6% of the Company's ordinary shares, in return to services provided as part the acquisition. As a result on September 27, 2018, the Company issued 540,000 Ordinary shares with 0.0001 par value with respect to share based compensation. Total share-based compensation expense in the consolidated statements of operations for the years ended September 30, 2018, and 2017, amounted to $ 448 and $ 0, respectively.
|
f. |
During September 2018, Eroll received a loan from third party ("The Lender") in the amount of $250 that bears 2% monthly interest rate which will be paid if Eroll will not merge into an OTC traded entity, Eroll has two options for the repayment of the loan, 1) Eroll repays the loan alongside with the interest in one payment after 30 days, 2) Eroll can convert the loan and the interest to shares of any future traded entity that Eroll plans to merge into in the amount of 250,000 shares in exchange for 1 per share.
|
2018
|
||||
Dividend yield
|
0
|
%
|
||
Risk-free interest rate
|
2.62
|
%
|
||
Expected term (in years)
|
2
|
|||
Volatility
|
134.48
|
%
|
NOTE 10:- |
COMMITMENTS AND CONTINGENT LIABILITIES
|
2019
|
$
|
124
|
||
2020
|
124
|
|||
2021
|
124
|
|||
2022
|
73
|
|||
$
|
445
|
2019
|
$
|
78
|
||
2020
|
58
|
|||
$
|
136
|
NOTE 11:- |
SHAREHOLDERS' DEFICIENCY
|
a. |
As of September 30, 2018, and 2017, the Company's share capital is composed as follows:
|
September 30, 2018
|
September 30, 2017
|
|||||||||||||||
Authorized
|
Issued and outstanding
|
Authorized
|
Issued and outstanding
|
|||||||||||||
Number of shares
|
||||||||||||||||
Ordinary shares of $0.0001 par value each
|
500,000,000
|
15,000,000
|
*500,000,000
|
*10,358,219
|
b. |
Issuance of shares:
|
1. |
During November 2017, Eroll Ltd issued a total of 23 Ordinary shares with NIS 1 par value, for a total proceeds of $237. As a result the total Eroll Ltd issued and outstanding shares were 1,137 Ordinary shares.
|
2. |
On September 14, 2018, Eroll Ltd entered into a reversed merger agreement with Seedo Corp. (F/K/A GRCR Partners Inc.), as a result Erol's shares were exchanged with Seedo Corp. shares, 1,137 Eroll's Ordinary shares with 2,557,500 Seedo Corp. shares which represented 87.4% of Seedo Corp. shares at that time.
|
3. |
On the same day of the Merger the Company issued 8,014,578 shares to the current Shareholders that participated in the share swap on a pro-rata basis.
|
4. |
On September 27, 2018, the Company issued 2,558,922 Ordinary shares with $0.0001 par value to the company consultants and to Cannabics (see also note 9e) as part of the services that were given in the merger. Fair value was estimated at $948.
|
5. |
On September 27, 2018, the Company issued 1,500,000 Ordinary shares with $0.0001 par value, to Cannabics Pharmaceuticals Inc. as part of the conversion of the convertible loan. (see note 9d). Fair value was estimated at $1,244.
|
NOTE 12:- |
TAXES ON INCOME
|
a. |
Corporate tax rates in U.S:
|
b. |
Corporate tax rates in Israel:
|
c. |
Deferred income taxes:
|
September 30,
|
||||||||
2018
|
2017
|
|||||||
Deferred tax assets:
|
||||||||
Carry forward tax losses
|
$
|
1,056
|
$
|
145
|
||||
Net deferred tax asset before valuation allowance
|
1,056
|
145
|
||||||
Valuation allowance
|
(1,056
|
)
|
(145
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
d. |
Net operating carry-forward losses for tax purposes:
|
Year ended
September 30,
|
||||||||
2018
|
2017
|
|||||||
Bank commissions
|
$
|
30
|
$
|
5
|
||||
Financial expenses related to loans
|
227
|
-
|
||||||
Foreign currency transactions and other
|
(48
|
)
|
48
|
|||||
$
|
209
|
$
|
53
|
a. |
During October 2018, the lender as mentioned in note 9f convert the convertible loan in the amount of $250 to 250,000 Ordinary shares $ 0.0001 par value.
|
b. |
During October 2018, the lender as mentioned in note 9c decided to convert a convertible loan in the amount of $100 to 99,338 Ordinary shares $0.0001 par value.
|
c. |
O
n November 5th, 2018, FINRA granted effectiveness for the Company’s name change to “Seedo Corp.” and new ticker Symbol “SEDO”.
|
d. |
On November 6th, pursuant to the Convertible Loan Agreement with Cannabics Pharmaceuticals Inc. (See note 9d), the Company received $300 towards the second loan of $1,000 per the Agreement, and pursuant the Company issued 210,000 ordinary shares.
|
e. |
On November 29, 2018 the Company issued a total of 51,570 ordinary shares to a new investor for a price of $1.3 per share for a total consideration of $67.2.
|
f. |
On December 4th, 2018, the Company executed a Convertible Debenture, Securities Purchase Agreement and ancillary agreements (collectively, the “Agreements”) with YAII PN, Ltd. Per the terms of the Agreements with YAII PN, the Company was tendered $550, which is open with right of redemption for two years. Prior to the maturity date of the Convertible Debenture, the Company, at its option, has the right to redeem in cash in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the VWAP of the Company’s Ordinary shares is less than $1.20 and (ii) there is no Equity Condition Failures as defined therein. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed plus outstanding and accrued Interest.
|
Pursuant to the Agreements, we are utilizing the net proceeds for immediate cash infusion to expand our production facilities, as well as normative corporate working capital purposes.
|
g. |
On December 11th, 2018, the Company executed a Loan Agreement with 2622325 Ontario Limited, an Ontario corporation (the “Agreement”) under which the Company received $1,000. Per the terms of the Agreement, the loan is to be specifically utilized to increase production capacity of its automated grow units. The loan is to be repaid in full at the end of 180 days and bears 17.5% interest. Additionally, the Company has issued 33,333 Ordinary shares, and granted 333,333 Warrants with a strike price of $1.50 per Warrant, and 100,000 Warrants with a Strike Price of $ 2 per Warrant, all Warrants having a two-year life span,
|
Name
|
Age
|
Title
|
|
|
|
*Sean Conrad
|
38
|
Chief Executive Officer
|
Zohar Levy
|
47
|
Chief Executive Officer
|
Uri Birenberg | 43 | Chief Financial Officer |
· |
has had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;
|
· |
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
|
· |
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities;
|
· |
been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
· |
been subject or a party to or any other disclosable event required by Item 401(f) of Regulation S-K.
|
|
|
Stock
|
All Other
|
|||||||||||||||||||
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Awards
|
Compensation
|
Total
|
||||||||||||||||
|
|
|||||||||||||||||||||
Zohar Levy, Director, CEO
|
2018
|
$
|
167
|
$
|
–
|
–
|
$
|
–
|
$
|
167
|
||||||||||||
Uri Birenberg, CFO *
|
2018
|
$
|
36
|
$
|
–
|
–
|
$
|
–
|
$
|
36
|
Name
|
Number of
Shares (1)
|
% Ownership
|
||||||
|
||||||||
Zohar Levy
|
3,951,101
|
26.34
|
%
|
|||||
Uri Zeevi
|
1,961,670
|
13.08
|
%
|
|||||
Micha Maman
|
1,804,366
|
12.03
|
%
|
|||||
All officers and directors
|
7,717,137
|
51.45
|
%
|
|||||
Cannabics Pharmaceutical Inc.
|
2,040,000
|
13.6
|
%
|
(1)
|
The percent of common stock owned is calculated using the sum of the number of shares of common stock owned divided by the total number of common stock outstanding as of September 30 2018.
|
|
Year Ended
September 30,
2018
|
Year Ended
September 30,
2017
|
||||||
|
||||||||
Auditing fees
|
25
|
12
|
||||||
Tax Services fees
|
20
|
5
|
||||||
Audit related Fees
|
110
|
0
|
||||||
Total
|
155
|
17
|
*
|
Filed along with this document
|
Date: January 15, 2019
|
By:
|
/s/ Zohar Levy
|
|
|
|
Zohar Levy, Director
Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ Uri Birenberg
|
|
|
|
Uri Birenberg, Chief Financial Officer
Chief Financial Officer
|
|
1.
|
I have reviewed this Form 10-K of SEEDO CORP.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
|
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: December 31, 2018
|
By:
|
/s/ Zohar Levy
|
|
|
|
Zohar Levy
Director, Chief Executive Officer
|
|
|
|
SEEDO CORP.
|
|
1.
|
I have reviewed this Form 10-K of SEEDO CORP;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
|
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: December 31, 2018
|
By:
|
/s/ Uri Birenberg
|
|
|
|
Uri Birenberg
Chief Financial Officer
Principal Accounting Officer
|
|
|
|
SEEDO CORP.
|
|
1.
|
Such Annual Report on Form 10-K for the year ending September 30, 2018, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in such Annual Report on Form 10-K for the year ending September 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: December 31, 2018
|
By:
|
/s/ Zohar Levy
|
|
|
|
Zohar Levy
Director, Chief Executive Officer
|
|
|
|
SEEDO CORP.
|
|
1.
|
Such Annual Report on Form 10-K for the year ending September 30, 2018, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in such Annual Report on Form 10-K for the year ending September 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: December 31, 2018
|
By:
|
/s/ Uri Birenberg
|
|
|
|
Uri Birenberg
Chief Financial Officer
Principal Accounting Officer
|
|
|
|
SEEDO CORP.
|