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8-K - CURRENT REPORT - Viewbix Inc. | mrla8k10172016.htm |
7 Imber Street
Petach Tikva, 4951141
Israel
October 10, 2016
Kodiak Capital Group, LLC
Attn: Ryan Hodson
Managing Director
260 Newport Center Drive
Newport Beach, CA 92660
Re: Notice of Termination
Equity Purchase Agreement
Dear Mr. Hodson:
Please accept this letter as notice by Emerald Medical Applications Corp. (the
"Company") of the termination of the Equity Purchase Agreement between the
Company and Kodiak Capital Group, LLC ("Kodiak") dated May 12, 2016 (the "EPA")
pursuant to Section 10.5 of the EPA. There are several reasons for our election
to terminate the EPA and amend the registration statement filed on July 27, 2016
(the "Registration Statement") to remove the Put Shares issuable to Kodiak as
well as the Commitment Shares issued to Kodiak on May 18, 2016, including, among
other reasons, the following:
In the SEC comment letter with respect to the Registration Statement, they
state:
"It appears that the Equity Purchase Agreement contains a provision that may
result in Kodiak Capital Group LLC not being irrevocably bound to purchase the
shares that you elect to put under the agreement. In this regard, Section 7.2(f)
of the Equity Purchase Agreement states that the obligation of an investor to
acquire and pay for Put Shares is conditioned on the fact that there has been no
suspension of trading in or delisting of your common stock."
"If Kodiak Capital Group LLC is not irrevocably bound to purchase the put
shares, you should: (i) amend your registration statement to eliminate the
shares to be issued pursuant to the Equity Purchase Agreement from your present
offering; or (ii) amend the Equity Purchase Agreement as appropriate and
register the shares to be issued pursuant to the Equity Purchase Agreement on a
new Form S-1."
As a result of the SEC's statement that Kodiak is not irrevocably bound to
purchase the [put] shares, we are required to amend the Registration Statement
to eliminate the Kodiak Put Shares pursuant to the EPA. In the alternative, the
SEC stated that we can elect to amend the EPA "as appropriate" and register the
Put Shares on a new S-1. We are not willing to incur the expense and delay that
option (ii) above provides;
(ii) As a result of the fact that the SEC deems that Kodiak is not irrevocably
bound to purchase the Put Shares, Kodiak's commitment in the EPA to do so is
conditional and not a binding commitment. Accordingly, the 150,000 Commitment
Shares that were issued to Kodiak on May 18, 2016, were issued for "no
consideration" and are, as a result, not "fully-paid" shares. Therefore, the
holding period under Rule 144(d) has not and will not "run" and the Commitment
Shares are not eligible for resale under Rule 144.
Based upon the foregoing, we have determined not to proceed with the Kodiak EPA
and further demand the return of all of the 150,000 Commitment Shares within
five (5) business days of this letter of termination.
Respectfully,
/s/: Adi Zamir
Adi Zamir, CEO