Item 5.02 Departure of Directors or
Certain
Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain Officers.
Resignation of
Director
and Chief Operating Officer
On December 2, 2018, Louis DeLuca submitted his resignation from his positions with True Nature Holding, Inc., a Delaware corporation (the “Company”) as a member of the Board of Directors (the “Board”) and Chief Operating Officer, effective December 4, 2018. Mr. DeLuca did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and its shareholders thank Mr. DeLuca for his many contributions. Mr. DeLuca will continue working with the Company as a business operations consultant to ensure an efficient transition.
Appointment of Chairman of the Board of Directors
R
onald Riewold, age 71
, Chairman of the Board of Directors
Effective November 27, 2018, Mr. Ronald Riewold was appointed to the Board, as its Chairman (the “Chairman Appointment”).
Mr. Riewold will receive compensation for his Board service in the form of an issuance of 100,000 shares of restricted common stock of the Company (the “Common Stock”), valued at $0.10 per share, for a total charge to earnings of $10,000. In addition to Mr. Riewold’s duties as Chairman of the Board, the Company has engaged Mr. Riewold as a consultant to assist with strategic financing. In this consulting role Mr. Riewold will be compensated at $100 per hour plus prior approved expenses, not to exceed 20 hours per week.
Mr. Riewold has extensive experience in operating and developing both public and private companies. Specifically, his expertise is in field and practice-level health care company operations. Mr. Riewold is a former executive of six companies since 1978, three in the finance and real estate sectors, and three in the health care and technology sectors. Mr. Riewold has completed multiple mergers in the health care industry.
In 2001, Mr. Riewold joined Pain Care Holdings as one of its original investors, President, Co-Chief Executive Officer and member of the Board of Directors. Mr. Riewold helped Pain Care Holdings rise from a start-up to a multi-million-dollar company that developed processes that monitor patients including residents in nursing homes, rehabilitation facilities and hospitals. In 2008, Mr. Riewold started Dynamic Real Estate Development as Chief Executive Officer focusing on development of medical buildings while partnering with physician groups and providing expertise as a fee developer. From 2011 to the present, Mr. Riewold founded and is President and Chief Executive Officer of Averlent Corporation, a national medication management initiative.
Mr. Riewold earned a bachelor’s degree from Florida State University 1970, and a Master of Business Administration from Temple University, 1972.
There is no arrangement or understanding between Mr. Riewold and any other persons pursuant to which Mr. Riewold was selected as an officer. There are no family relationships between Mr. Riewold and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Riewold had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Appoint
ment
of
Chief Revenue Officer
and Member of the Board of Directors
M
ark Williams, age 58
, Chief Revenue Officer and Member of the Board of Directors
Effective November 27, 2018 (the “Effective Date”), Mr. Mark Williams was appointed as Chief Revenue Officer of the Company (the “CRO Appointment”). In connection with the CRO Appointment, Mr. Williams and the Company entered into an Employment Agreement (the “Williams Employment Agreement”), pursuant to which Mr. Williams’ compensation shall consist of (i) a base salary of $100,000 per year that shall accrue and be paid only upon sufficient funding to the Company, as determined by the Board (the “Base Salary”); (ii) a potential performance bonus, subject to approval by the Board, of up to 100% of the Base Salary; and (iii) a grant of 500,000 shares of Common Stock subject to certain vesting requirements, valued at $0.10 per share, resulting in a charge to Company earnings of $50,000.
Additionally, on the Effective Date Mr. Williams was appointed to the Board (the “Director Appointment”). Mr. Williams will be compensated for his Board service in the form of an issuance of 100,000 shares of Common Stock, valued at $0.10 per share, for a total charge to earnings of $10,000.
From 2008 through 2016, Mr. Williams was the founder, President and CEO of Artistry Consulting (“Artistry”), a technology consulting firm specializing in healthcare technology, working with large healthcare providers and insurers across the US, Canada, UK, UAE, and Egypt. Having established strategic relationships with Allscripts, Cerner, Epic and Siemens Medical, Mr. Williams built Artistry to $26,856,000 in annual revenue with clients including Dignity Health, Bon Secours Health System, CHI, The Cambridge Institute, the UAE Ministry of Health and SEHA. In 2016, the firm was sold to a UAE-based conglomerate. Since 2017, Mr. Williams was a partner and senior professional services consultant at Altus Alliance, an international revenue growth services firm, specializing in accelerating success through top-line revenue growth in new ventures within large companies and technology startups. At Altus, Williams was part of a team that worked with over 200 companies, assisted in successful initial public offerings and other corporate transactions, and worked directly for client companies through business development and sales. Additionally, during 2016 and continuing into 2017, Mr. Williams also served as a Director for the Washington Medical Information Network and was Senior Vice President of Orion Health overseeing professional services. Mr. Williams served as the Programs Chair for the Health Information Management Systems Society, is a Senior Advisor for Spadafy and is an Advisor to the University of St. Augustine program for Health Sciences in entrepreneurship and technology programs. Mr. Williams holds degrees in Business and Engineering from the University of Utah, 1985.
There is no arrangement or understanding between Mr. Williams and any other persons pursuant to which Mr. Williams was selected as an officer. There are no family relationships between Mr. Williams and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Williams had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
The above description of the Williams Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Williams Employment Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.