The following sentence was added three times — on Page 5 at the end of paragraph 1, on Page 35 in the last paragraph, and on Page 58 under Section A-4: “The trial was completed in May 2016 and as a result the Company became the exclusive licensee of Emilia’s intellectual property.”
On Page 67, you’ll see changes to verbiage like:
“we have concluded that our internal control over financial reporting were ineffective because of the identification of material weaknesses including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting during the year ended December 31, 2016. Management has identified corrective actions for the weaknesses and intends to implement procedures to address before mentioned material weaknesses during the fiscal year 2018.”
On Page 68, you’ll see changes to titles for Mr. Bignitz to “Chief Executive Officer and Director” (rather than “Chairman of the Board and Chief Executive Officer”). Dr. Stanley Hirsch was added as Chairman of the Board and it points out that Mr. Bignitz resigned as Chairman and appointed Dr. Hirsch. They then added the following:
Dr. Stanley Hirsch , Chairman of the Board. Dr. Hirsch was appointed as Chairman of the Board on July 24, 2017. Has extensive executive and board level experience for more than the past 25 years in private and publicly listed companies in biopharmaceutical and agricultural biotech industries, among others, including direct experience in raising capital and leading M&A activity together with multi-cultural management skills, having managed companies in Israel, Brazil, UK, China and the United States.
From May 2016 to the present, Dr. Hirsch has served as Chairman of the Board of Directors of Foamix Pharmaceuticals Ltd (NASDAQ: FOMX), an Israeli-based clinical-stage specialty pharmaceutical company in late-stage clinical development and commercializing two proprietary products for the treatment of acne, rosacea and other skin conditions. Foamix collaborates with leading global pharmaceutical companies in the creation and commercialization of its advanced skin treatment products.
From August 2007 to the present, Dr. Hirsch has served as Group CEO of FuturaGene Limited and its predecessor company, FuturaGene Plc, which was listed on the AIM-London Stock Exchange, prior to acquisition by Suzano Pulp and Paper of Brazil (SUZB, BOVESPA, Sao Paulo) in July 2010. FuturaGene Limited is a world leader in the development of environmentally friendly solutions that improve and protect crop yields, engaged in the development and delivery of sustainable genetic solutions for global forestry, biopower, biofuels, and agricultural markets.
Dr. Hirsch’s educational experience includes a D.Phil in Cell Biology and Immunology from Oxford University, UK, in 1982, a B.Sc. degree with honors in Medical Biochemistry from the University of Capetown, South Africa in 1979, among other academic honors and awards from Oxford University and University of Capetown.
On Page 70, they added Dr. Hirsch as an “independent director”.
On Page 70, they added a section for the changed Management roles and any of their Form 3/5 transactions.
On Page 72, they added in the number of shares each Management had received (which we already knew about from other filings). Again, these guys are not paid salary. They’re paid in shares and we will know when they sell.
That was it. Nothing bad. All neutral, in my opinion. I imagine this was a matter of the new management “crossing the T’s and dotting the I’s”.
If you want to see the changes for yourself, you can use the same Compare Tool I did by clicking here.