LEGAL PROCEEDINGS
−Removed: December 12, 2016, the Company filed a Current Report on Form 8-K reporting that at a meeting of its Board of Directors held on
−Removed: November 18, 2016, at which meeting the majority of the Company’s Board of Directors authorized the termination of Lior
−Removed: Wayn as CEO/president of the Company and of its wholly-owned Israeli subsidiary, Emerald Israel.
−Removed: The termination of Mr.
−Removed: an executive officer of the Company and Emerald Israel was “for cause”
−Removed: as described more fully in such Form 8-K.
−Removed: addition, the Form 8-K further reported that in connection with, Mr.
−Removed: Wayn’s termination as an executive officer, Mr.
−Removed: was removed as a director of the Companying accordance with the provisions of Section 141(k) of the General Corporation Law of
−Removed: the State of Delaware based upon the written consent of the holders of the majority of the Company’s shares of common stock
−Removed: issued and outstanding at November 16, 2016.
−Removed: April 2017, a lawsuit was filed with the Tel Aviv, Israel court by Mr.
−Removed: Wayn claiming certain damages to the total amount of $100,000,
−Removed: under the assertion of wrongful dismissal by the Company and Emerald Israel.
−Removed: The Company believes these claims to be unsubstantiated
−Removed: and wholly without merit and intends to vigorously defend itself against these claims.
−Removed: The Company believes that Mr.
−Removed: not be successful in his claim.
−Removed: Nevertheless, the Company believes that the outcome of the proceeding will not materially affect
−Removed: December 2017, a liquidation request was filed with the Tel Aviv District Court by a group of former employees of Emerald Israel,
−Removed: under the assertion of delay of pay and insolvency.
−Removed: On December 20, 2017, at a hearing before the court, it was ordered that Emerald
−Removed: Israel shall settle its pension debts to the former employees under applicable Israeli law within 21 days and settle its other
−Removed: debts to them in 60 days, the failure of which would result in a winding-up order (the equivalent of a liquidation) being potentially
−Removed: Based on the collaboration of Emerald Israel and its former employees and the fact that the Company was in negotiation
−Removed: with third-parties for the infusion of equity capital and has started negotiating the sale of certain assets, the Company’s
−Removed: legal advisors believe that the liquidation claim will be dismissed by the court.
−Removed: The amounts being claimed by the former employees
−Removed: were less than $96,000 and are included in current liabilities at March 31, 2018.
−Removed: January 29, 2018, the Company transferred the ordinary shares of its former Israeli subsidiary, Emerald Israel, to Attorney Eviatar
−Removed: Knoller, Esq., with offices at 20 Lincoln, Tel Aviv-Jaffa 6713412, as trustee (the “Trustee”).
−Removed: The purpose of the
−Removed: transfer of the management shares to the Trustee, pursuant to resolution of the Registrant’s Board of Directors, was to
−Removed: enable the Trustee to liquidate the management shares and/or the assets of Emerald Israel to satisfy its debts and satisfy its
−Removed: financial obligations to former employees.
−Removed: As a result, the former employees of Emerald Israel commenced an action in a court
−Removed: of competent jurisdiction in Israel to liquidate Emerald Israel and use any assets to satisfy the debts owed to the former employees.
−Removed: April 24, 2018, Emerald Israel announced to the District Court of Lod, Tel Aviv about the failure in contracting a buyer for its
−Removed: technology at market price and therefore that Emerald Israel is no longer opposed to the requested Liquidation Warrant.
−Removed: 1, 2018, the Official Receiver submitted its response to the court, stating that according to such announcement of Emerald Israel,
−Removed: it did not oppose the requested Liquidation Warrant either.
−Removed: Based on both the Company’s and the Official Receiver’s
−Removed: position, on May 2, 2018, the District Court of Lod has given a Winding-up Order in Emerald Israel’s file and temporarily
−Removed: nominated Adv.
−Removed: Hanit Nov as a Special Executor to Emerald Ltd.
−Removed: risk factors discussed in Part I, “Item 1A.
−Removed: Risk Factors”
−Removed: in the Company’s Annual Report.
+Added: are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results
+Added: of operations, except as set forth below.
+Added: There is no action, suit, proceeding, inquiry or investigation before or by any court, public
+Added: board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company,
+Added: threatened against or affecting the Company, our common stock, our officers or directors in their capacities as such, in which an adverse
+Added: decision could have a material adverse effect.
+Added: a smaller reporting company, we are not required to provide the information required by this Item.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
+Added: DEFAULTS UPON SENIOR SECURITIES
+Added: MINE SAFETY DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.