Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Directors
and Executive Officers
In
connection with the Closing, the Company’s board of directors and appointed the individuals listed below to serve as directors
and as executive officers of the Company. The following table sets forth information concerning our directors and executive officers,
including their ages, as of February 24, 2021, immediately following the Closing.
Name
|
Age
|
Position
|
Executive
Officers and Directors
|
|
|
Dr.
Warren Hosseinion
|
48
|
Chief
Executive Officer and Chairman of the Board
|
Fred
Sternberg
|
75
|
President,
Director
|
Michael
Bowen
|
71
|
Chief
Financial Officer
|
Dr.
Lawrence Schimmel
|
71
|
Chief
Medical Information Officer
|
Elisa
Luqman
|
56
|
General
Counsel, Executive Vice President of Finance, Secretary and Director
|
Andrew
Barnett
|
50
|
Executive
Vice President of Corporate Development
|
Non-Management
Directors
|
|
|
Martin
Breslin
|
48
|
Director
|
Dr.
Robert Chan
|
52
|
Director
|
Mitchell
Creem
|
60
|
Director
|
Jacob
Margolin
|
52
|
Director
|
David
Meiri
|
52
|
Director
|
Randall
Stern
|
67
|
Director
|
John
Waters
|
74
|
Director
|
Executive
Officers
Warren
Hosseinion, M.D., Chief Executive Officer and Chairman of the Board and Director. Dr. Hosseinion has also served as
Chairman of the Board for Clinigence Holdings, Inc. since April 2019. Dr. Hosseinion is a Co-Founder of Apollo Medical Holdings,
Inc. (Nasdaq: AMEH) and served as a member of the Board of Directors of Apollo Medical Holdings, Inc. since July 2008, the Chief
Executive Officer of Apollo Medical Holdings, Inc. from July 2008 to December 2017, and the Co-Chief Executive Officer of Apollo
Medical Holdings, Inc. from December 2017 to March 2019. In 2001, Dr. Hosseinion co-founded ApolloMed Hospitalists. Dr. Hosseinion
received his B.S. in Biology from the University of San Francisco, his M.S. in Physiology and Biophysics from the Georgetown University
Graduate School of Arts and Sciences, his Medical Degree from the Georgetown University School of Medicine, and completed his
residency in internal medicine from the Los Angeles County-University of Southern California Medical Center. Dr.
Hosseinion’s qualifications to serve on our Board of Directors include his position as our Chief Executive Officer of the
Company. In addition, Dr. Hosseinion as a physician along with his background at Apollo Medical Holdings, Inc. brings to our Board
of Directors and our Company a depth of understanding of physician culture and the healthcare market, as well as a strong knowledge
of the public markets.
Fred
Sternberg, President and Director. Mr. Sternberg has served as the CEO of Accountable Healthcare America, Inc. since
2014. Mr. Sternberg has been instrumental in negotiating for and acquiring ACMG, the first ACO to be acquired by AHA. In 1996,
Mr. Sternberg as a founder, was instrumental in forming Metropolitan Health Networks, Inc. (MDF: AMEX). In February 2000,
He became Chairman of the Board of Directors, President and CEO, where he served through March 2003. Metropolitan was a Medical
Services Organization that provides and coordinates medical care for approximately 87,500 Medicare Advantage, Medicaid, and other
beneficiaries, primarily in Florida utilizing a primary care-centric business model. Metropolitan’s integrated care delivery
systems include approximately 35 state-of-the-art primary care medical centers and a robust network of affiliated physicians serving
mainly Humana members. Metropolitan Health Networks was sold to Humana for $850m. MetCare Health Plans which was also sold to
Humana for $14m. Metcare Health Plans provided Medicare Advantage plan, called AdvantageCare, to about 7,000 beneficiaries in
13 Florida counties. Previously, as President of Sternco, Inc., Mr. Sternberg was providing consulting services to various healthcare
companies in the managed care and related industries. In 1968, Mr. Sternberg acquired the J. Bird Moyer Co., Inc. and took it
public. Later the name was changed to Moyco Technologies, Inc., a publicly traded dental products manufacturing company. Mr. Sternberg
has also provided consulting services to Assisted Care living facilities and skilled nursing homes.
Michael
Bowen, Chief Financial Officer. Mr. Bowen has served as the CFO of Accountable
Healthcare America, Inc. since 2014. Michael Bowen, has over 50 years of broad experience in the world of finance including public
transactions such as Initial Public Offerings, mergers and acquisitions, private equity transactions and extensive experience
of international securities markets. For the past 10 years, Mr. Bowen has been Chief Financial Officer for a predecessor company
of AHA and for AHA. He began his career at Goldman, Sachs & Co.in 1965 where he became a Vice President of the Corporate Finance
Department and latterly helped establish the Tokyo office for Goldman Sachs. In 1976, he joined Salomon Brothers with the task
of helping establish their first Asian office located in Honk Kong. He then moved to London to rebuild the International Capital
Markets business for Chase Manhattan Ltd, the merchant banking arm of Chase Manhattan Bank where he was responsible for all of
the international securities business of the bank/merchant bank. Mr. Bowen ended his international career as a Main Board Director
for Kleinwort Benson, a British merchant bank where he was responsible for corporate finance business within the USA. Mr. Bowen
returned to the US and, after a period of semi-retirement, in 2004 became CFO of TruBamboo, Inc. an innovative company selling
bamboo houseware products to large US retailers. In 2008 he joined Diversified Health & Fitness as CFO and in 2014 became
CFO of AHA. Mr. Bowen has an MBA from the Darden School of the University of Virginia and a BA also from UVA
Lawrence
Schimmel, M.D., Chief Medical Information Officer. Dr. Schimmel is a director and the Chief Medical Officer of
the Company. In 2013 he co-founded and served as Chief Medical Officer of QualMetrix, Inc. (“QualMetrix”), a
healthcare analytics company headquartered in South Florida, until QualMetrix merger with Clinigence, LLC. Dr. Schimmel is
also the founding Chairman of Professional Bank headquartered in South Florida from 2018 to present. Previously, Dr. Schimmel
was the managing partner of Allied Health Advisors, LLC a boutique healthcare consulting company in Miami. Dr. Schimmel is a
serial medical-related business entrepreneur having been Co-founder and CEO of Allied Health Group, a national medical
management company, and Florida Specialty Network. Allied Health Group and Florida Specialty Network managed approximately
$500 million in provider payments on behalf of managed care organizations for approximately 3 million lives during his time
as CEO. Allied Health Group was a licensed TPA in Florida and Texas and acted as a third-party intermediary in other areas of
the country. Previously, Dr. Schimmel was the Founding Chairman and served on the Board of Directors of Megabank and
subsequently served on the Board of Directors of Executive National Bank in South Florida. Dr. Schimmel practiced General and
Vascular Surgery in the Miami community for 18 years. In addition to his lengthy medical career as a general and vascular
surgeon, he held a management role with the South Florida Surgical Group, and has consulted for physicians, hospitals,
healthcare delivery systems, and Fortune 500 companies. He received his B.A. from Rutgers College, received his Doctor of
Medicine degree from the New Jersey College of Medicine and conducted his post graduate training at the University of
Miami.
Elisa
Luqman, Executive Vice President of Finance, General Counsel and Director. Ms. Luqman served
as the Chief Financial Officer and General Counsel of Clinigence Holdings, Inc. (“CLNH”) since October 29, 2019 where
Ms. Luqman was responsible for maintaining the corporation’s accounting records and statements all CLNH’s SEC filings
and compliance requirements. Ms. Luqman also serves as a Director and Secretary of the Board for Clinigence Holdings, Inc.
Ms. Luqman was the co-founder of bigVault Storage Technologies a cloud- based file hosting company
acquired by Digi-Data Corporation in February 2006. From March 1, 2006 through February 28, 2009, Ms. Luqman was employed as Chief
Operating Officer of the Vault Services Division of Digi-Data Corporation, and subsequently during her tenure with Digi-Data Corporation
she became General Counsel for the entire corporation. In that capacity she was responsible for acquisitions, mergers, patents,
customer, supplier, and employee contracts, and worked very closely with Digi-Data’s outside counsel firms. On March 1,
2009, Ms. Luqman rejoined iGambit Inc. (“IGMB”) as Chief Financial Officer and General Counsel. Ms. Luqman has overseen
and been responsible for IGMB’s SEC filings, FINRA filings and public company compliance requirements from its initial Form10
filing with the SEC in 2010 through its’ Reverse Merger with Clinigence Holdings, Inc. on October 29, 2019. Ms. Luqman received
a BA degree, a JD in Law, and an MBA Degree in Finance from Hofstra University. Ms. Luqman is a member of the bar in New York
and New Jersey.
Andrew
Barnett, Executive Vice President of Corporate Development. Mr. Barnett has served as Executive Vice President
of Corporate Development for Accountable Healthcare America, Inc. since its inception in 2014. Throughout his career, Mr. Barnett
has been engaged in various aspects of the health care industries. Mr. Barnett served as Vice President of Corporate Development
of Dental Partners, Inc., a dental practice management company. At Dental Partners, he was responsible for establishing a $15
million bank line of credit, closing on $30 million of acquisitions, and selling the company. At Trident, a PPM, Mr. Barnett assisted
in raising over $20 million through a private placement and assisted in $60 million of acquisitions. Prior to Trident, Mr. Barnett
served as Executive Vice President and Director of Metropolitan Health Networks, Inc. (MDF: AMEX) where he was involved in raising
capital, acquisitions, and the Company’s initial public offering. Mr. Barnett received a B.S. degree from Pennsylvania State
University.
Non-Management
Directors
Martin
Breslin, Director. From 2016 to 2019 Martin Breslin was the Chief Executive Officer of QualMetrix and is responsible
for charting QualMetrix's strategic direction to drive customer value for payer and provider organizations. In 2013 Mr. Breslin
joined QualMetrix as an investor and co-founder, later assuming the roles of chairman and Chief Executive Officer. He has extensive
experience with technology companies that serve healthcare as well as other industries. Prior to QualMetrix, Mr. Breslin founded
VSS Monitoring. VSS, which focused on the network packet broker market, quickly established itself as an industry leader and,
in 2011, was recognized as the Silicon Valley's ninth-fastest-growing privately held company. Breslin later sold VSS to Danaher
Corp. where he remained for two years serving as president of the VSS unit and as chief technology officer for Danaher's $1 billion
in revenue communications division. Since, Mr. Breslin has played both executive and advisory roles at a number of technology
start-ups, including a Switzerland-based healthcare technology firm. His experience there led to an interest in the application
of advanced analytics in healthcare. Mr. Breslin holds a Master of Business Administration from Golden Gate University of San
Francisco. He received a Bachelor's degree in Engineering from the University of Ulster in Northern Ireland as well as a Bachelor's
degree in Computer Science from National University of Ireland, Maynooth.
Robert
Chan, M.D., Dr. Chan has served as Chief Executive Officer and Chairman of the Board of AHP IPA since 2015. Dr. Chan is
affiliated with several HMOs and IPAs. As a hospitalist physician, Dr. Chan is on the staff of multiple local hospitals. Dr.
Chan received his B.S. in Biology from the University of California, Irvine, his Medical Degree from the University of
California, Irvine College of Medicine, and completed his residency in internal medicine from the University of California,
Los Angeles. Dr. Chan’s qualifications to serve on our Board of Directors include
his position as Chief Executive Officer of AHP IPA. In addition, Dr. Chan as a
physician along with his background at various healthcare organizations, brings to our Board of Directors and our Company a
depth of understanding of physician culture and the healthcare markets.
Mitchell
Creem, Director. Mr. Creem has spent over 30 years as a “C-level” executive of healthcare organizations,
and he brings strong business evaluation and operational experience to the Company. Since July 2017 to Present Mr. Creem has served
as President of The Bridgewater Healthcare Group, which provides hospital and health network management services and performance
consulting. From October 2015 to July 2017 Mr. Creem served as the CEO and CAO of Verity Health System, a six-hospital system
in California. Prior to this, he served as the CFO and Board Member of Apollo Medical Holdings, Inc. (Nasdaq: AMEH) (“ApolloMed”)
from October 2012 to October 2015. Prior to ApolloMed, he served as the CEO of the Keck Hospital of USC and USC Norris Cancer
Center. Prior to his tenure at USC, he served as the CFO and Associate Vice Chancellor of UCLA Health Sciences, including UCLA
Medical Center, the Geffen School of Medicine at UCLA, and UCLA Faculty Practice. Prior to UCLA, he served as CFO of Beth Israel
Deaconess Medical Center, a Harvard University teaching hospital, and CFO of Tufts University Medical Center. Prior to this, he
worked for several years in a senior management position at the healthcare practice group of PricewaterhouseCoopers, where he
was responsible for numerous consulting engagements, financial statement audits and financial feasibility studies. He has been
a guest lecturer at USC, UCLA and Harvard. Mr. Creem holds a B.S. in Accounting and Business Administration from Boston University
and a Masters’ degree in Health Administration from Duke University. Mr. Creem’s
qualifications to serve on our Board of Directors include over 30 years of corporate experience working as a senior executive
in the healthcare industry and prior service on private and public company boards.
Jacob
“Kobi” Margolin, Director. Mr. Margolin is the Chief Executive Officer and a director of the Company. Mr.
Margolin is a successful serial entrepreneur with over 25 years’ experience in HIT, and is the Co-Founder of Clinigence,
LLC. In the mid-1990’s, Mr. Margolin co-founded a pioneering Medical Imaging technology company and led its marketing, global
business development and North American operations through a $50 million acquisition by Carestream Health (2004). In 2005, he
joined Accelerad – a Georgia Tech Advanced Technology Development Center (ATDC) incubator company acquired in 2014 by Nuance
Communications (NASDAQ: NUAN). In 2008, he started a consulting firm helping Israeli medical technologies enter the US market.
In 2010, Mr. Margolin founded Clinigence, LLC with the vision that big data and business intelligence technologies would become
crucial to the healthcare industry. Mr. Margolin holds an MS degree in medical physics (magna cum laude) and BS degrees in Mathematics
and Physics (magna cum laude) from Tel-Aviv University in Israel. He is a board member of the American-Israeli Chamber of Commerce
and a member of the Technology Association of Georgia (TAG) and HIMSS
David
Meiri, Director. Mr. Meiri was a member of the Board of Managers of Clinigence, LLC. Since 2014 Mr. Meiri has served
as a Director of Software Engineering in the Xtremio Division of Dell EMC, has been leading a project for Native Replication of
contents-based data storage, David has received multiple awards for innovation at Dell EMC, including the 2018 and 2019 prolific
inventor awards, and holds close to a hundred patents.. He has led several such projects for third parties resulting in the successful
commercialization of products. Mr. Meiri has expertise in high-performance multi-threaded systems, storage arrays and data replication.
Since 1997 he has developed, innovated, and led teams building products in diverse technologies such as synchronous and asynchronous
remote replication, business continuity, high availability, clones & snapshots, active/active replication, and performance
optimization. Mr. Meiri has researched virtualization technologies and integration of hypervisors with storage products. This
led him to work on federation, cluster algorithms and cloud infrastructure. Other areas Mr. Meiri is interested in are caching,
data reduction, encryption, data deduplication and compression. He holds 78 US issued patents with an additional 30 pending. Mr.
Meiri holds a Ph.D. in Mathematics (Ergodic Theory), from the Hebrew University in Jerusalem, Israel.
Randall
Stern, Director, Mr. Stern has served as the Managing Member of RoundTable Financial Group, LLC, an alternative
investment merchant bank since 2011. Additionally, since 2016 Mr. Stern was the Founder and Managing Member of Boone
Opportunity Lenders, LLC (“Boone”), an Independent Sponsor and former Investment Manager of several private
credit funds that originated and managed senior and junior cash-flow loans to, and equity investments in lower middle-market
growth companies with EBITDA between $2-$10 million, for acquisitions, recapitalizations and growth. From 1995 to 2006 Mr.
Stern seved as the Managing Director in the Corporate Finance Department of Burnham Securities Inc., a New York-based
investment banking firm. From 2019 to the present Mr. Stern has served as Chairman of
the Board of Kleen-Tech Services, LLC., a custodial service company based in in Denver, Colorado. With more than 1,300
employees, Kleen-Tech is a national provider of cleaning services to commercial and government customers occupying more than
30 million square feet of facilities located throughout the United States. . In 2019, the Company was bought by an investment
group led by Mr. Stern and is seeking acquisitions in addition to organic growth. Mr. Stern received his B.A. from
Middlebury College (1975, cum laude), where his major was Psychology and minor was Religion. He received an M.B.A. from New
York University (1978) where his major was Finance.
John
Waters, Director. Mr. Waters is a former Senior Partner at Arthur Andersen (1967-2001) with exceptional leadership
skills in mergers and acquisitions (particularly reverse mergers) and 1933 Act fillings with the SEC. In the last fifteen years
with the firm Mr. Waters built three very successful businesses within Andersen in the areas of merger and acquisition, manufacturing
and entertainment. In 2001, Mr. Waters started his own merger and acquisition advisory consulting business and has consummated
the acquisition of three manufacturing companies with combined annual sales of $50 million. In 2003, he participated in a group
that acquired A-1 Components Corp., a wholly owned subsidiary of United Technologies Corp. Mr. Waters led due diligence efforts
and created a tax structure beneficial to both the buyer and seller. In September 2004 participated with a group of investors
that acquired Metpar Corp., a $19 million manufacturer of metal sanitary and plastic plumbing fixtures. In October 2007, he participated
with a group of investors that acquired World Dryer Corporation, a $20 million manufacturer of hand dryer products. He prepared
pro-forma financial statements for the lenders and assisted in obtaining financing for these transactions. In July of 2004 he
was appointed Chief Administrative Officer of Authentidate Holding Corp. and led a massive restructuring of the business and hired
an entirely new executive management team. In January of 2006 he was appointed Chief Financial Officer of Avantair Inc., which
was taken public through a merger with a Special Purpose Acquisition Company (SPAC) and raised $60 million in capital for this
company. From 2016 to present Mr. Waters has served as an Advisor to the Board of Directors of the Company. Previously he was
a member of the Board of Directors of the Company and served as a member of the Audit Committee. For the past five years he has
also worked as a consultant to various companies and serves on the board of two privately held companies. Mr. Waters is a Certified
Public Accountant, Member of AICPA and New York State Society of CPA's and has a BBA degree from Iona College.
Family
Relationships
Mr.
Barnett is Mr. Sternberg’s son. There are no other family relationships amongst any of the Company’s executive officers
and directors.
Involvement
in Certain Legal Proceedings
None
of the Company’s directors, executive officers, significant employees, promoters or control persons have been involved in
any legal proceeding in the past 10 years that would require disclosure under Item 401(f) of Regulation S-K promulgated under
the Securities Act.
Director
Independence
We
are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a
majority of the board of directors be independent. However, our board of directors has undertaken a review of the independence
of the directors and considered whether any director has a material relationship with us that could compromise his or her ability
to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors
has determined that Messrs. Hosseinion, Breslin, Creem, Meiri, Fawcett and Waters are “independent directors”
as defined under the rules of the NASDAQ.
Compensatory
Arrangements of Certain Officers and Directors
Clinigence
had entered into three (3) year employment agreements with Elisa Luqman and Dr. Lawrence Schimmel. Pursuant to the
employment agreements with Ms. Luqman and Dr. Schimmel, each is entitled to receive a base annual salary of $150,000 and
180,000, respectively, during the term, which continue to be obligations of the Company at Closing. Dr. Hosseinion entered
into a five (5) year employment agreement with the Company which became effective at Closing and pursuant to which Dr.
Hosseinion is entitled to receive a base salary of $250,000 during the term. AHP had entered into a two (2) year employment
agreement with Michael Bowen and a five (5) year employment agreements with Fred Sternberg and Andrew Barnett. Pursuant to
the employment agreements with Mr. Sternberg, Mr. Bowen, and Mr. Barnett, each is entitled to receive a base annual salary of
$250,000, $150,000 and $250,000, respectively, during the term, which became obligations of the Company at
Closing.
Pursuant
to the employment agreements with the named officers, upon termination, each such individual would be entitled to receive payment
of all salary and benefits accrued up to the termination date of his or her employment in all employment termination events. Thereafter,
Ms. Luqman would be entitled to receive twelve (12) months of base salary as a severance payment, Dr. Schimmel would be entitled
to receive twenty-four (24) months of base salary as a severance payment, Dr. Hosseinion would be entitled to receive twenty four
(24) months of base salary as a severance payment, Mr. Sternberg would be entitled to receive twenty four (24) months of base
salary as a severance payment Mr. Bowen would be entitled to receive twelve (12) months of base salary as a severance payment,
and Mr. Barnett would each be entitled to the balance of the remaining months under his employment agreement of base salary as
a severance payment, upon termination of his or her employment by the Company without cause or by such individual for good reason.
The
Company’s board of directors may, in its discretion, award bonuses to its executive officers on a case-by-case basis.
Each
of the Company’s named executive officers is eligible to participate in the Company’s employee benefit plans and programs,
including medical, dental and vision benefits, vacation and PTO, and the Company’s 2019 Omnibus Incentive Plan, to the same
extent as its other full-time employees, subject to the terms and eligibility requirements of those plans.
The
following table presents the outstanding equity awards granted to the Company’s named executive officers and directors as
of the Closing:
|
|
Option
Awards
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
price
|
|
Option
Expiration
date
|
Dr. Warren Hosseinion
|
|
|
100,000
|
|
|
|
0
|
|
|
|
$1.50
|
|
|
1/27/2030
|
Dr. Warren Hosseinion
|
|
|
100,000
|
|
|
|
0
|
|
|
|
$1.50
|
|
|
5/11/2027
|
Dr. Warren Hosseinion
|
|
|
600,000
|
|
|
|
0
|
|
|
|
$1.61
|
|
|
1/28/2031
|
Michael Bowen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elisa Luqman
|
|
|
67,106
|
|
|
|
0
|
|
|
|
$1.50
|
|
|
1/27/2030
|
Elisa Luqman
|
|
|
50,000
|
|
|
|
0
|
|
|
|
$1.50
|
|
|
5/11/2027
|
Elisa Luqman
|
|
|
400,000
|
|
|
|
0
|
|
|
|
$1.61
|
|
|
1/28/2031
|
Dr. Lawrence Schimmel
|
|
|
6,288
|
|
|
|
0
|
|
|
|
$1.50
|
|
|
1/27/2030
|
Dr. Lawrence Schimmel
|
|
|
30,000
|
|
|
|
0
|
|
|
|
$1.50
|
|
|
5/11/2027
|
Andrew Barnett
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
Martin Breslin
|
|
|
130,120
|
|
|
|
0
|
|
|
|
(1)
|
|
|
(1)
|
Dr. Robert Chan
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
Mitch Creem
|
|
|
130,120
|
|
|
|
0
|
|
|
|
(1)
|
|
|
(1)
|
Jacob Margolin
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
David Meiri
|
|
|
130,120
|
|
|
|
0
|
|
|
|
(1)
|
|
|
(1)
|
Fred Sternberg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Barnett
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Randall Stern
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
John Waters
|
|
|
147,800
|
|
|
|
0
|
|
|
|
(2)
|
|
|
(2)
|
(1) 45,000
at exercise price of $1.50 with expiration date 1/27/2027, 30,000 at exercise price $1.50 with expiration date 1/27/2027 and 45,000
at exercise price $1.61 with expiration date 1/28/2028.
(2) 7,800
at exercise price $1.50 an expiration date 1/27/2030, 45,000 at exercise price of $1.50 with expiration date 1/27/2027, 50,000
at exercise price $1.50 with expiration date 1/27/2027 and 45,000 at exercise price $1.61 with expiration date 1/28/2028.