Item
5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Members of the Board of Directors
On June
7, 2019, the Board of Directors (the “Board”) of Conversion Labs, Inc., a Delaware corporation (the “Company”),
appointed Mr. Happy Walters
and
Mr. Bertrand Velge, as members of the Board, effective
June 10, 2019.
Happy
Walters, age 50
Happy
Walters, a University of Michigan graduate, has produced more than 20 films and television productions, most recently the hit
film, “We’re the Millers”, documentaries “One in a Billion”, Grammy-nominated “I’ll
Sleep When I’m Dead”, and the “Back of the Shop” TV Series for Fox Sports. He has supervised and created
soundtracks for more than 80 films, including Immortals, The Fighter, Bridesmaids, The Big Lebowski, Limitless, Oh Brother Where
Art Thou, Dear John, Spawn, There’s Something About Mary, Scream, American Pie, The Nutty Professor and Blade II. Walters
is the CEO of Catalyst Sports & Media, which he founded in 2015 as a sports representation and e-sports development company.
Prior to that, he served as the founder, President and CEO of Relativity Sports, which he grew, through acquisitions and aggressive
recruiting, into the second largest sports agency in the world (Forbes). While at Relativity Sports, Walters, a certified NBA
and NFL player agent, represented an extensive roster of professional basketball and football athletes, both in contract negotiations,
and marketing deals. Happy also served as Relativity Media’s Co-President, overseeing certain areas of the company’s
day-to-day operations in such diverse business divisions as Music, Fashion and Digital Technology. Mr. Walters began his twenty
year career in the entertainment and media business by launching a music management and record label in the mid 1990’s.
His record-label, Immortal Records, launched and developed the careers of such seminal artists as Korn, Incubus, and Thirty Seconds
to Mars.
Happy
continually seeks to improve each of his business ventures, while always looking for new opportunities to expand. Throughout all
of his success, he recognizes the importance of giving back to the community, and is devoted to a number of charitable organizations.
Family
Relationships
There
is no arrangement or understanding between Mr. Walters and any other persons pursuant to which Mr. Walters was selected as
an officer. There are no family relationships between Mr. Walters 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”).
Related
Party Transactions
As
previously disclosed on the Company’s current Report on Form 8-K filed with the Securities and Exchange Commission on June
7, 2019, Mr. Walters and the Company entered into a consulting agreement (the “Walters Consulting Agreement”) whereby
Walters can earn up to 5,000,000 restricted shares of common stock of the Company, upon Conversion Labs RX, LLC (“CLRX”),
a majority owned subsidiary of the Company, reaching certain of revenue milestones set forth in his Walters Consulting Agreement.
Mr.
Walters is a member of the Board of Members of CLRX and retains a 22% membership interest in the Company as of the date of this
filing.
Bertrand
Velge, age 58
Mr.
Velge is the Managing Director of Graftyset, Ltd., a privately held company based in the United Kingdom. Mr. Velge is also a member
of the Board of Directors of Quantum Computing Inc. a public company. Graftyset is a wholesale distributor of wine, beer and other
alcoholic and non-alcoholic beverage, based in Sidcup, Kent (UK). Mr. Velge has served as Managing Director since the company
was incorporated in 2003 under the name of Otterden Vintners, Ltd. Mr. Velge also served as Director for Aliunde Ltd. since 2005.
Mr. Velge has over twenty years of experience in multi-disciplinary venture investing and was managing director and co-founder
of a fund that trades equities in Europe, Asia and the US focusing on IPOs. He speaks English, Flemish and French, and is a graduate
of the Universite Catholique de Louvain.
Family
Relationships
There
is no arrangement or understanding between Mr. Velge and any other persons pursuant to which Mr. Velge was selected as an officer.
There are no family relationships between Mr. Velge 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”).
Related
Party Transactions
Since the beginning of the Company’s
last fiscal year, the Company, except as disclosed below, Mr. Velge has not engaged in any transaction in which Mr. Velge had a
direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
On May 15, 2019, the Company and Mr. Velge
entered into a Securities Purchase Agreement (the “Velge SPA”) whereby Mr. Velge purchased from the Company and the
Company sold to Mr. Velge 1,086,957 shares of the Company’s common stock at a price per share of $0.23 and warrants to purchase
1,086,957 shares of the Company’s common stock (the “Warrants”). The Warrants are exercisable immediately over
a 4 year term at a price per share of $0.28, subject to adjustment.
Resignation
of Chairman of the Board
On
June 7, 2019, Mr. John Strawn resigned as Chairman of the Board (the “Strawn Resignation”), but remains as a member
of the Board.
Appointment
of Chairman of the Board
Upon
the Strawn Resignation on June 7, 2019, Mr. Justin Schreiber, currently a member of the Board and the Company’s President
and Chief Executive Officer, was appointed as Chairman of the Board.
The
foregoing description of the Walters Consulting Agreement does not purport to be complete and is qualified in its entirety by
reference to the Walters consulting Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
On June 11, 2019, the Company issued a press
release announcing the appointment of Mr. Walter and Mr. Velge. A copy of the press release is filed hereto as Exhibit 99.1 and
is incorporated herein by reference.
