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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2016
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS
| A. | On January 5, 2017, and March 8, 2017 the Company, entered into a Securities Purchase Agreement with certain accredited investors (the “Purchasers”) pursuant to which, the Company issued to the Purchasers an aggregate of 403.9 and 2,560, respectively, units of the Company’s Series C 5.5% Convertible Preferred Stock, par value $0.001 per share, as described in note 10D above. The shares of Preferred Stock comprising the Units are convertible into an aggregate of 658,649 shares of Common Stock, and the Warrants comprising the Units are exercisable for an aggregate of 1,317,298 shares of Common Stock, in each case subject to certain adjustments. The Company received aggregate gross proceeds of $2,963,900 from the sale of the Units pursuant to the Purchase Agreement.
Pursuant to a placement agent agreement (the “Placement Agent Agreement”) with the placement agent for the offering of the Units (the “Placement Agent”), at the closing of the sale of the Units the Company paid the Placement Agent, as a commission, an amount equal to 10% of the aggregate sales price of the Units, plus a non-accountable expense allowance equal to 3% of the aggregate sales price of the Units. In addition, pursuant to the Placement Agent Agreement, the Company is required to issue to the Placement Agent: (a) 5 year warrants to purchase up to 131,730 shares of Common Stock at an exercise price of $4.50 per share and (b) 5 year warrants to purchase up to 65,865 shares of Common Stock at an exercise price of $7.75 per share. The terms of the Placement Agent warrants will be substantially similar to the Warrants except that the Placement Agent warrants will also be exercisable on a cashless basis and will include full ratchet anti-dilution protection.
| B. | On January 31, 2017, the Board of Directors of the Company unanimously voted to appoint Sami Sassoun as the Chief Financial Officer of the Company, commencing on February 1, 2017. On February 1, 2017, the Subsidiary entered into an employment agreement (the “Employment Agreement”) with Mr. Sassoun to serve as Chief Financial Officer of the Company and the Subsidiary. The Employment Agreement provides for a monthly base gross salary of NIS 30,000 (approximately $8,000 based on the exchange rate of NIS 3.7461 / $1.00 USD in effect on February 1, 2017), as well as the payment of certain social benefits and the use of a company car. In addition, pursuant to the Employment Agreement, the Company has agreed to grant to Mr. Sassoun, on the one year anniversary of the commencement of his employment with the Company, options to purchase such number of shares of Common Stock of the Company, at an exercise price of $4.50 per share, with the number of options to be issued and the vesting provisions applicable thereto to be determined by the Board of Directors of the Company. The Employment Agreement is terminable by either party on 90 days’ notice or immediately by the Subsidiary for Cause (as defined in the Employment Agreement) without the payment of severance. The Employment Agreement contains non-compete obligations applicable during the term of the agreement and for one year thereafter and confidentiality obligations that survive the termination of the agreement indefinitely
| C. | On February 6, 2017, the Company, entered into an amended and restated consulting agreement (the “A&R Consulting Agreement”) with Strand Strategy, a healthcare consulting firm (“Strand Strategy”), relating to the retention of Strand Strategy’s services as an independent contractor on a temporary basis, effective as of December 1, 2016, (the “Effective Date”). The founder and managing director of Strand Strategy, Angela Strand, is an independent member of the board of directors of the Company (the “Board”), is a member of the Compensation Committee and Chairperson of the Nominating and Corporate Governance Committee of the Board. Pursuant to the terms of the A&R Consulting Agreement, Strand Strategy agreed to assist the Company with its corporate strategy, business development and communication management for a 90-day period, beginning on the Effective Date (the “Services”). As consideration for the Services, the Company agreed to pay Strand Strategy a fee of $60,000, 25% of which shall be paid in cash and 75% of which shall be paid by the grant to Strand Strategy of 10,000 shares of Common Stock, par value $0.001 per share, of the Company. The A&R Consulting Agreement may be terminated immediately by either party, upon written notice to the other party, if the other party materially breached the A&R Consulting Agreement, and such breach is incapable of cure. With respect to a breach capable of cure, the non-breaching party may terminate the A&R Consulting Agreement if the breaching party fails to cure within five (5) days after receipt of written notice of breach. The A&R Consulting Agreement contains confidentiality obligations that survive the termination of the A&R Consulting Agreement indefinitely.
| D. | On March 20, 2017, the Company entered into an employment agreement (the “Graham Employment Agreement”) with Mr. Graham to serve as Chief Executive Officer of the Company. Pursuant to the terms of the Graham Employment Agreement, Mr. Graham will (1) receive a base salary of $500,000 per year; (2) be eligible to earn an annual performance bonus between 35-72% of his current base salary, subject to certain performance criteria and, provided that Mr. Graham continues to be an employee through and on March 15, 2018, Mr. Graham’s performance bonus for his first year is guaranteed up to $225,000; (3) be eligible to earn a one-time milestone bonus equal to $500,000 based upon satisfaction of the Company attaining cash on hand in the Company equal to or greater than $20,000,000 on or before December 31, 2018, provided that Mr. Graham continues to be an employee through and on the date of payment of such one-time bonus; and (4) receive certain equity awards (pursuant to the Company’s 2010 Incentive Compensation Plan, as amended) under the terms and conditions as set forth in the Graham Employment Agreement. The Graham Employment Agreement is terminable by the Company on 90 days’ prior written notice to Mr. Graham, without Cause, or immediately by the Company for Cause (as defined in the Graham Employment Agreement). The Graham Employment Agreement contains non-compete obligations applicable during the term of the agreement and for one year thereafter and confidentiality obligations that survive the termination of the agreement indefinitely.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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