XML 27 R16.htm IDEA: XBRL DOCUMENT v3.5.0.2
Note 11. Subsequent Events
9 Months Ended
Sep. 30, 2016
Notes  
Note 11. Subsequent Events

Note 11. Subsequent Events

As of September 9, 2016 (the "Effective Date") and subject to the acceptance of certain appointments and engagements as set forth below, the Board of Directors of Emerald Medical Applications Corp. (the "Registrant") authorized the following executive appointments, changes in positions and resignations: (i) the appointment of Mr. Lior Wayn, the Registrant's CEO, CFO and a director, as president of the Registrant and of its wholly-owned Israeli subsidiary, Emerald Medical Applications Ltd ("Emerald IL").

In connection with Mr. Wayn's appointment as president of the Registrant and of Emerald IL, Mr. Wayn shall cease serving as CEO and CFO of the Registrant and of Emerald IL, as of the Effective Date, but shall remain as a member of the Board of Directors of both entities.

In connection with Mr. Wayn ceasing to serve as CEO and CFO of the Registrant and of Emerald IL, the Registrant: (i) appointed David Ben Naim, who had been appointed as financial controller of the Registrant and Emerald IL on June 15, 2016, as CFO of both entities; and (ii) appointed Mrs. Adi Zamir as CEO of the Registrant and of Emerald IL.

Professor Benad Goldwasser, who was appointed as a director of the Registrant and of Emerald IL on May 5, 2016, submitted his Letter of Resignation from both boards effective August 31, 2016. Professor Goldwasser had no disagreements with the operations, policies or practices of the Registrant or its subsidiary. In connection with the resignation of Professor Goldwasser, the Board of Directors appointed Mr. Chaim Hurvitz as a director.

Effective September 26, 2016, Emerald Medical Applications Corp. (the "Registrant") determined not to re-engage its independent auditor, M&K CPAS, PLLC ("M&K"). The decision to change accountants was recommended and approved by the Registrant's board of directors, following the appointment by the Registrant of a new chief executive officer and chief financial officer.

Effective September 26, 2016, the Registrant engaged Deloitte Brightman Almagor Zohar, with offices at 1 Azrieli Center, P.O.B. 16593 Tel Aviv, 6701101 Israel ("Deloitte Israel") as the Registrant's independent registered public accounting firm for the fiscal year ending December 31, 2016, effective immediately. Such engagement included the review of the Registrant's financial statements for the quarterly period ending September 30, 2016.

On May 18, 2016, Emerald Medical Applications Corp. (the "Registrant") filed a Form 8-K reporting that on May 12, 2016, it had entered into an Equity Purchase Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC, a limited liability company organized under the laws of the State of Delaware with offices located in Newport Beach, CA ("Kodiak"). Under the Equity Purchase Agreement (the "EPA"), the Registrant: (i) agreed to issue and sell to Kodiak and Kodiak agreed to purchase up to $1,000,000 of the Registrant's common stock; (ii) issued Kodiak 150,000 restricted shares as a commitment fee; and (iii) executed a Registration Rights Agreement pursuant to which the Registrant has agreed to file a registration statement to register for resale the underlying the EPA and the 150,000 commitment shares.

On October 10, 2016, Emerald Medical Applications Corp. (the "Registrant") served notice on Kodiak that it was: (i) terminating the EPA pursuant to Section 10.5 of that agreement; and (ii) amending the pending registration statement on Form S-1 that had been filed with the SEC on July 27, 2015 for the purpose of removing the shares underlying the EPA commitment as well as the commitment shares.