Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Increase in Board of Directors and Appointment of New
Director
On March 3, 2019, the Board approved
at a special meeting of the Board, the increase of the number of the members of the Board from three (3) to four (4) and appointed
Mr. Thomas McLeer as a member of the Board to fill the vacancy created by the increase.
Mr. Thomas McLeer also serves as the
Company’s Chief Operating Officer and has served in such capacity since October 1, 2018.
Mr. McLeer, age 62, is a respected leader
with over 25 years’ experience in spine and orthobiologics. Mr. McLeer is experienced in integrating all aspects of sales,
marketing, engineering, product development and medical education for both public and private companies. Mr. McLeer served as Vice
President of Sales and Marketing at LinkSpine from 2017 to February, 2018. Previously he was Senior Vice President of Commercial
Operations for Alphatec Spine from 2012 to 2014. Mr. McLeer served as the Chief Marketing Officer and General Manager of Spinal
Operations for Global Spine Pioneer Surgical from 2009 to 2012. Mr. McLeer served as the Vice President of Sales and Marketing
for Archus Orthopedic from 2005 to 2009.
There is no family relationship between
Mr. McLeer and any director or executive officer of the Company or any person nominated or chosen to become a director or executive
officer of the Company.
Director Resignations and Agreements
Resignation of Eric Sui and Agreement with Mr. Sui:
On February 27, 2019, the Company entered
into a Mutual Agreement of Understanding (the “Agreement”) with Eric Siu pursuant to which the Company agreed to approve
and ratify all of Mr. Sui’s and his related parties’ efforts at pursuing medical device sales and manufacturing in
greater China. Additionally, pursuant to the Agreement, the Company and Mr. Siu agreed to confirm and settle amounts owed to Mr.
Siu and related parties by the Company upon the completion of the audit of the Company as of December 31, 2018.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the Agreement, a copy
of which is attached to this Current Report on Form 8-K as Exhibit 10.1 which is incorporated herein by reference.
On March 5, 2019, Eric Sui resigned
from his position as a member of the Board.
Mr. Sui’s resignation was not the result
of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. A copy of the resignation
letter from Mr. Sui to the Company dated March 5, 2019, is filed herewith as Exhibit 17.1.
Resignation of Salman J. Chaudry and Agreement with Mr.
Chaudry:
On March 4, 2019, the Company entered
into a Separation Agreement (the “Separation Agreement”) with Salman J. Chaudhry, pursuant to which Mr. Chaudry resigned
immediately from his positions as the CCO and Secretary of the Company and as a member of the Board and from all positions with
the Company effective immediately and pursuant to which the Company agreed to pay Mr. Chaudry $227,200.61 (the “Outstanding
Fees”) in certain increments as set forth in the Separation Agreement. Pursuant to the Separation Agreement, within 72 hours
of the Company’s receiving funds in any fund raising, whether in equity or debt subsequent to the date of the Separation
Agreement, in excess of $500,000 (the “Funding”), to pay Mr. Chaudry $170,401 of the Outstanding Fees. Pursuant to
the Separation Agreement, if the Company raises less than $500,000 through any debt or equity financings prior to the Funding,
then the Company will pay Mr. Chaudry 10% of the proceeds received by the Company in such funding. Within three months of the first
payment under the Separation Agreement, the Company will pay Mr. Chaudry the residual sum of the Outstanding Fees. Pursuant to
the Separation Agreement the Company and Mr. Chaudry agreed to release each other from certain claims pursuant to the terms set
forth therein. Mr. Chaudry’s resignation was
not the result of any disagreement with
the Company on any matter relating to the Company's operations, policies or practices.
The
foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the Separation
Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 which is incorporated herein by reference.