Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2016, Timothy Hart, submitted a letter of resignation to the Board of Directors of the Company stating that effective November 22, 2016, he resigns his positions as Chairman of the Board of Directors of the Company. Mr. Hart will continue to serve on the Board of Directors
On December 13, 2016, The Board of Directors of the Company, by majority written consent, appointed Fred Angelopoulos as President of the Company.
Mr. Angelopoulos, co-founder Sure Genomics, brings more than 30 years of experience building early stage software companies, raising funds and leading five companies to successful IPOs. In 2013 he co-founded Sure Genomics, a personal DNA company, with the desire to help impact behaviors amongst consumers, healthcare providers and insurers towards a proactive health model through technology. Sure Genomics launched in February 2016 to be the first personalized genomics service that uses the full DNA sequence to round out an individuals proactive health portfolio. The result is a new model for personal DNA exploration. Previous to Sure Genomics, Mr. Angelopoulos was an early pioneer in the development of entertainment content for the Internet, serving as CEO for Pulse Entertainment and working with key clients including Warner Brothers, MTV, EA and NBC. He is a founding member of Macromedia (now Adobe) and Symantec.
On December 13, 2016, The Board of Directors of the Company, by majority written consent, appointed Carl L. Larsen as Vice-President of the Company. Mr. Larsen has over 35 years of experience in the design, development, deployment and implementation of computer platforms and computer systems from large-scale nuclear power plant simulators to Software-as-a Service (SaaS) remote-hosted and cloud- based applications. Currently, Mr. Larsen is Executive Vice President and Chief Operating Officer, also functioning as Acting President of SynaBee, Inc. Previously, Mr. Larsen started and operated a regional airline operating in the U.S. and throughout the Caribbean for six years providing passenger and cargo services. He led the turnaround of six major business units in two Fortune 500 companies; Combustion Engineering, Inc. and Quadrex Corporation. He was Senior Vice President, Engineering and Operations for Quadrex Corporation, a global nuclear engineering and consulting corporation. He was responsible for $125M revenue and 150 employees in a variety of high technology projects from seismology, nuclear piping system design to nuclear power plant simulators. Mr. Larsen is a member of the American Nuclear Society and the Project Management Institute and is a certified Project Management Professional. He is currently assisting Florida International University (FIU) as a Member of the Advisory Panel to develop a Nuclear Engineering curriculum working with the FIU Dean of Engineering, Department of Energy and the FIU Applied Resource Center. He is a Graduate of the University of Michigan, BS (1978), Nuclear Engineering, and Masters in Business Administration (2009), University of Phoenix.
On December 13, 2016, The Board of Directors of the Company, by majority written consent, appointed Noel J. Guillama to the Board of Directors of the Company. Mr. Guillama is a nationally recognized expert and lecturer on healthcare management / operations and the use of technology in healthcare. Since 1984 he has been Chairman of Guillama, Inc., a strategic operations management consulting company in healthcare, technology, and a wide range of projects including medical facilities, commercial complexes and infrastructure facilities. He holds several patents and is creator of over a dozen patents currently before the USPTO in a variety of areas. Mr. Guillama is a co-founder of Quantum Innovations, Inc. and its parent company, The Quantum Group, Inc., and has been Chief Executive Officer and President since its inception. He is a nationally recognized expert in healthcare management and operations.
Prior to this, Mr. Guillama was the Founder, Chairman, President and Chief Executive Officer of Metropolitan Health Networks, Inc. (AMEX:MDF), a management services organization, from its inception in 1996 to 2000. Mr. Guillama left Metropolitan to develop Quantum, a new breed healthcare company designed to provide multi-faceted solutions industry wide. Mr. Guillama was VP of Development for MedPartners, Inc., a Birmingham, Alabama-based physician practice management company. Prior to MedPartners, he served as Director and Vice President of Operations for Quality Care Networks, Inc., a South Florida-based comprehensive group practice.
Mr. Guillama is the immediate Past Chair (Currently Director) of the Florida International University Foundation a direct support organization of Florida International University, managing a $230 million endowment. Prior to this Chair position, he served FIU as Chair of Finance, Investments, and Academics Committees. He is currently Immediate Past-Chair of the Palm Beach State College Foundation and is a past trustee of Palms West Hospital (2005 to 2011). Mr. Guillama served on the executive committee of the Patient- Centered Primary Care Collaborative (PCPCC) and is a past member of the American College of Health Care Executives, the Healthcare and Information Management Systems Society (HIMSS), the Medical Group Management Association (MGMA), and the American College of Medical Practice Executives (ACMPE). Mr. Guillama is a graduate of executive and leadership programs at Massachusetts Institute of Technologys, University of Georgia and Florida International University.
The following table sets forth certain information as of December 13, 2016 by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock, (ii) each director, director nominee, and Named Executive Officer; and (iii) all executive officers and directors as a group:
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Name and address of beneficial owner (1)
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Number of
Shares
Beneficially
Owned (2)
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Percent of
Class
Owned (2)
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Directors and Officers
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Timothy Hart (3)
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24,425,261
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35.63
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%
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Guillama 2, Inc. (5)
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11,000,000
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16.04
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%
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Fred Angelopoulos
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5,300,000
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7.73
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%
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Carl Larsen
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3,500,000
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5.11
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%
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All officers and directors as a group (4 persons)
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43,225,261
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63.05
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%
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5% Shareholders
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TBG Holdings Corp.(4)
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19,125,261
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27.9
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%
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The Quantum Group, Inc. (5)
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6,500,000
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9.48
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%
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Timothy Hart
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5,300,000
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7.73
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%
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Guillama 2, Inc. (5)
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11,000,000
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16.04
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%
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Neil Swartz
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5,300,000
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7.73
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%
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Fred Angelopoulos
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5,300,000
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7.73
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%
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Carl Larsen
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3,500,000
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5.11
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%
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Jennie Rios
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3,500,000
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5.11
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%
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(1)
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock and except as indicated the address of each beneficial owner is 2929 East Commercial Boulevard, PH-D, Fort Lauderdale, FL 33308.
(2)
Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 68,559,127 shares of common stock issued and outstanding on a fully diluted basis as of December 13, 2016. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.
(3)
Includes 56,383 preferred shares held directly by Mr. Hart convertible to 5,300,000 common shares as well as shares held by TBG Holdings Corp. and TBG Investment Partners LLP
(4)
Timothy S. Hart, our Chief Financial Officer, is a significant shareholder of TBG Holdings Corp. In such capacity, Mr. Hart may be deemed to have beneficial ownership of these shares.
(5)
Noel Guillama, our board member, is a significant shareholder in Guillama 2, Inc. and the Quantum Group, Inc.