Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Departure of Directors or Certain Officers
On November 28, 2017, Ronald Heineman resigned as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company.
Appointment of Directors and Certain Officers
On November 29, 2017, Mr. Clifford M. Rhee, age 56, was appointed Chairman of the Board of Directors (the “BOD”) of the Company, and shall serve until his respective successor is duly elected and qualified.
From July 2005 Mr. Rhee has been the President and Chief Executive Officer of Ngen Technologies USA Corp. (“Ngen”). The Company has signed a LOI with Ngen as further described below under Item 8.01. Upon closing of the transaction contemplated in the LOI, Mr. Rhee will own 500 shares of the Company’s Series E Preferred Stock which has conversion rights equal to 42.5% of the issued and outstanding common stock of the Company. Pursuant to the LOI, Mr. Rhee is to also be issued a new series of preferred stock that will have super majority voting rights of the Company.
From February 2010 to June 2015 Mr. Rhee served as President and CEO, principle engineer and a director CTX Virtual Technologies, Inc. (“CTX”). From 1986 to 2009, Mr. Rhee held executive positions with several multi-national corporations whereby he was responsible for strategic business initiatives including mergers and acquisitions, turnarounds and growth. Mr. Rhee served as an independent director to Vermeer Korea (Construction equipment), Samsung Group (Industrial Products) and Oncidium Health Group (Medical services). Mr. Rhee is a graduate from McGill University in Mechanical Engineering and Certified Management Accounting program (C.M.A.) and is a registered professional engineer. Mr. Rhee has also been named the Interim Chief Financial Officer of the Company.
On November 28, 2017, Mr. Edward Carter, age 61, was appointed to the BOD of the Company, and shall serve until his respective successor is duly elected and qualified.
In January 2015, Mr. Carter was a founding partner of Ngen, and currently serves as a member of their BOD and Secretary. The Company has signed a LOI with Ngen as further described below under Item 8.01. Upon closing of the transaction contemplated in the LOI, Mr. Carter will own 500 shares of the Company’s Series E Preferred Stock which has conversion rights equal to 42.5% of the issued and outstanding common stock of the Company. Mr. Carter’s experience includes all aspects of public company related issues with regards to SEC filings, mergers, acquisitions and corporate communications. Over the past 10 years he served as Director of Investor Relations for several small public companies. Mr. Carter has also been named Secretary of the Company.
On November 28, 2017, Dr. Jason Koo, age 57, was named Chief Executive Officer of the Company. Since 2013, Dr. Koo has served as Chief Technology Officer for Ngen. Dr. Koo holds a PhD in electronic engineering from Korea Aerospace University and is a recipient of several distinctions and awards for various patents. Dr. Koo has been active in C level positions for multiple public companies over the years. Prior to joining Ngen, Dr. Koo served as the CEO of Hwa Sound Source, a KOSDAQ listed company from 1994 – 2009 and CTO for Celluon from 2009 to 2013.
On November 29, 2017, Mr. David Lithwick, age 50, was appointed Chief Technology Officer (“CTO”) of the Company. Since 2013 Mr. Lithwick served as Ngen’s North American CTO. Mr. Lithwick has extensive engineering and software application experience, spanning 20 years. Prior to joining Ngen, he held various senior positions with well-known technology companies in Canada and in the USA including CTX, BNE Technologies, and ICC Healthcare Technology Group. Mr. Lithwick holds a degree in computer science from the University of Toronto.