Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Purchase Agreement provides that, after completing the Additional Closing, Investor has the right to designate an additional two (2) individuals to serve on the Company’s Board of Directors in addition to the prior designation of Mr. Li as a director (for a total of three (3) of the seven (7) members of the Company’s Board of Directors) and one such designee shall serve as Chairman of the Board of Directors. In anticipation of the Additional Closing, on October 25, 2016, the Board of Directors (i) appointed Mr. Li as Chairman of the Board of Directors of the Company and (ii) appointed Mr. Isaac Bresnick and Mr. Vincent Carrubba, who were designated by the Investor, as new directors of the Company effective as of the Additional Closing. Mr. Abdi Mahamedi was also appointed as Vice Chairman of the Board of Directors.
In addition, Mr. Robert Howard-Anderson resigned from the Board of Directors effective as of the date of the Additional Closing. Mr. Howard-Anderson’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices
. In connection with Mr. Howard-Anderson’s resignation, his previously issued options to purchase 1,210,000 shares of Company common stock were amended to accelerate the vesting of such options and permit him to exercise his options through the third anniversary of termination.
Mr. Bresnick, age 31, currently serves as Legal and Regulatory Affairs Director for the Leader Biomedical Group, a private company based in Hong Kong and operating from Amsterdam, the Netherlands, and has served in that role since October 2014. At Leader Biomedical, Mr. Bresnick is responsible for the direction and management of legal affairs, regulatory affairs, quality control, and quality assurance, as well as for advising executive management of affiliated companies. Mr
. Bresnick also currently serves as the Managing Director of aap Joints GmbH, a private company in Berlin, Germany, and has served in that role since July 2013. From January 2013 through June 2013, Mr. Bresnick provided full-time consulting services to AAP Orthopedics Ltd., a BVI company. Mr. Bresnick received his J.D. from the University of Connecticut School of Law in 2013, and his B.S. in Industrial Design from the University of Bridgeport in 2008. After completion of his undergraduate studies and continuing through his enrollment at UCONN Law, Mr. Bresnick worked as Senior Arrangements Designer for Electric Boat Corporation, a subsidiary of General Dynamics, from June 2008 through December 2012.
Mr. Carrubba, age 57, is an experienced corporate leader and serial entrepreneur with extensive senior executive, technical and manufacturing experience. From September 2014 through the present, Mr. Carrubba has served as the CEO of Admiral Composite Technologies Inc., where he has developed new technologies for environmentally responsible and innovative building materials which represent Admiral's product lines. Mr. Carrubba has also served as Admiral's Chairman since its inception in 2009. From September 2014 through the present, Mr. Carrubba has served as the CEO of Asia Sourcing & Communications USA Inc. and he has served as its Chairman since its inception in 2013. From 2002 through August 2014, Mr. Carrubba served as the Director of R&D for Interdynamics Inc., IDQ Holdings, where he was responsible for all R&D and QC matters, including the management of engineering, legal, patenting, regulatory, insurance and consumer relations matters. Mr. Carrubba has held engineering and executive positions with Xerox, General Electric, Bristol Meyers-Squibb and ATT and he is the inventor of several patents related to telecommunications, professional tools and consumer products. Mr. Carrubba received a Bachelor of Arts degree in Engineering Science and a Bachelor of Science Degree in Mechanical Engineering from Colombia University SEAS in 1982.
Mr. Bresnick and Mr. Carrubba have not yet been named to any committees of the Board of Directors of the Company. As non-employee directors, Mr. Bresnick and Mr. Carrubba will be compensated in accordance with the Company’s compensation program for non-employee directors that will be established by the Board of Directors, and it is anticipated that such program will include grants of stock options or other equity-based award under the Company’s equity incentive plan in an amount to be determined by the Board of Directors.