Item 1.01 Entry into a Material Definitive Agreement.
Share Exchange Agreement
On February 9, 2023, Creations, Inc. (the "Company") entered into a share
exchange agreement (the "Share Exchange Agreement") by and among Aharon Barkai &
Co. Ltd. (the "Purchasers") through its controllers Yaniv Aharon and Dan Barkai,
and an agreement for the purchase of Shares and Capital Notes (the "Purchase
Agreement"), whereby the Company sold all of the capital stock and capital notes
of Ocean Yezira Ltd. ("Ocean") in exchange for the payment of an aggregate of
ILS 2,061,930 (approximately $577,000 based on today's exchange rate) and the
return of 1,254,498 shares of common stock of the Company and 1,254,498 warrants
to purchase common stock owned by the Purchasers. The transactions contemplated
in the Purchase Agreement and the Share Exchange Agreement are collectively
referred to as the "Transaction"). Mr. Aharon is a director of the Company. The
Capital Notes in the amount of ILS 2,165,800 which are owed to the Company by
Ocean will be repaid by the Purchasers at closing as well. The closing of the
transaction is subject to the approval of the Court of Family Affairs to allow
the Executor of the Estate of Guy Nissenson to sign upon behalf of the Estate
and to approval of the Company's stockholders. If the Transaction is not closed
within 60 days of getting the Court's approval the Transaction will be
terminated.
The foregoing summaries of the Share Exchange Agreement and the Purchase
Agreement are subject to, and qualified in its entirety by, the terms of the
Full Agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the terms of the Share Exchange Agreement and the Purchase
Agreement, on February 9, 2023, Yaniv Aharon has agreed to resign as a director
of the Company upon the closing of the Transaction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Exhibit
10.1 Share Exchange Agreement dated as of September 7, 2020 by and among
Creations, Inc., Yetsira Holdings Ltd., Ocean Partners Y.O.D Ltd., and
Ocean Shareholders
10.2 Agreement for the Purchase of Shares and Capital Notes dated as of
February 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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