Item
5.02.
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
As
a closing condition to the share purchase agreement for myfactor.io AG (“
myFactor
”) Guenther Hotz consented
to and was appointed the Chief Executive Officer of myFactor by its board of directors.
Also,
Christian Winzenried consented to and was appointed as President and a director of myFactor, by consent resolutions of the board
of directors.
The
board of directors and management of myFactor currently consist of Guenther Hotz as a director and as the Chief Financial Officer
of myFactor and Christian Winzenried as a director and as the President, the Treasurer, and the Corporate Secretary of myFactor.
Guenther
Hotz (51 years old) has been Board Member of myFactor since December 2015 and since July 2017 CEO of myfactor. During the past
five years, Mr. Hotz has been an entrepreneur and executive officer in several companies, including Finaport (Liechtenstein) AG,
a licenced asset management company.
During
the past three years, Mr. Hotz has not served as a director of any listed companies.
Mr.
Winzenried (55 years old) has been a Board Member of myFactor since October 2017 and since December 2017 President, Treasurer
and Secretary of myFactor. Mr. Winzenried has been President, Chief Executive Officer and a director of SPGX since February 2017.
During the past five years, Mr. Winzenried has been an entrepreneur and executive officer in several companies, including zeb/,
a European management consultancy company in the finance sector where he was responsible for the development of business projects
in the regional markets of Germany, Switzerland and Austria.
During
the past three years, Mr. Winzenried has not served as a director of any listed companies.
myFactor
does not have any committees, and therefore no directors or officers have served or do serve on any committees, other than the
audit committee, which the two directors currently are members.
There
is no family relationship among the directors or officers of SPGX and of myFactor.
During
the last two years, there has been no transaction or proposed transaction that SPGX nor myFactor was or is a party to in which
any of Mr. Hotz or Mr. Winzenried had or is to have a direct or indirect material interest, with the exception of share purchase
agreement with Flin Ventures AG. See Exhibit 10.8 - Share Purchase Agreement for more details.
Neither
SPGX nor myFactor have entered into any material plan, contract, or arrangement (whether or not written) with either Mr. Hotz
or Mr. Winzenried.