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 were attached to the Current Report filed on
February 15, 2023 as Exhibits 10.1 and 10.2.
Item 8.01 Other Events
On February 15, 2023, Creations, Inc. filed a Current Report on Form 8-K
reporting that the Company had entered into two agreements with Aharon Barkai &
Co., Ltd. (the "Purchaser") to sell all of the capital stock and capital notes
of Ocean Yetzira (See Section 1.01 above). The 8-K provided that a condition of
such agreements was that the closing of such transactions was subject to the
approval of the Court of Family Affairs to allow the executor of Guy Nissenson
to sign upon behalf of the Estate. On March 20, 2023, such approval was
obtained.
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