Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director
On January 26, 2023, the board of directors (the "Board") of AppYea, Inc.
("AppYea") appointed Ron Mekler as a member of the Board. Mr. Mekler was also
appointed the Audit Committee.
Ron Mekler, age 49, has been serving in key positions during the past 20 years
in both public and private institutions in Israel. Since June 2013, he has been
serving as chief financial officer at Clalit Health Services - the largest
Health Services organization in Israel. Prior thereto, between 2005-2013, he was
Controller for Raviv Acs., a manufacturer of vehicle parts. In the years
2003-2005 he served as a Controller in Ashtrom, a Real Estate property
management Company. Between 2001-2003 Mr. Mekler started his career as an intern
at Price Water House Coopers specializing in industrial, real estate and
high-tech Companies. Mr. Mekler is a certified accountant since 2003 (from BGU
University) and has MBA in Business Management from the Ono Academic College.
In connection with his agreement to serve on the Company's Board, Mr. Mekler and
the Company entered into an agreement pursuant to which Mr. Merkel will be
entitled to options for 500,000 shares of the Company's common stock from an
employee stock option plan that the Company intends to establish at a per share
exercise price equal to par value. The options will vest as follows: 50% on
January 26, 2024 and the balance in four subsequent quarters in equal
instalments of 62,500 shares at the end of each quarter, beginning with the
quarte ending March 31, 2024.
There are no arrangements or understandings between Mr. Merkel, on the one hand,
and the Company or any other persons, on the other hand, pursuant to which Mr.
Ahuja was selected as a director. There are no related party transactions
between the Company and Mr. Merkel (or any immediate family member thereof)
requiring disclosure under Item 404(a) of Regulation S-K. Mr. Merkel does not
have any family relationships with any of the Company's directors or executive
officers.
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