Item 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointments of Principal Officers.
(a) Removal and Election of Directors
On March 16, 2021, stockholders of RenovaCare,
Inc., a Nevada corporation (the “Company”), owning 71,363,522 (the “Shares”) of the Company’s issued
and outstanding shares of common stock (the “Outstanding Common Stock”), by written consent in lieu of special meeting,
pursuant to Section 78.320(2) of the Nevada Revised Statutes (the “NRS”) and Article II, Section 9 of the Company’s
Bylaws (the “Stockholder Consent”), adopted resolutions that:
(1) pursuant
to NRS 78.335 (1) and Article I, Section 7 of the Company’s Bylaws, removed Mr. Kenneth Kirkland and Dr. Lydia Evans as members
of the Company’s Board of Directors; and
(2) elected
Dr. Kaiyo Nedd and Mr. Harmel S. Rayat to serve as members of the Company’s Board of Directors serve until the next Annual
Meeting of Shareholders of the Company and until their respective successors have been elected and duly qualified, or their earlier
resignation or removal.
NRS 78.335 (1) provides in pertinent part
that: “Except as otherwise provided in this section, any director or one or more of the incumbent directors may be removed
as a director only by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding
stock entitled to vote.”
The Shares represent approximately 81.7%
of the Outstanding Common Stock.
Article I, Section 7 of the Company’s
Bylaws provides in relevant part that: “At a meeting of shareholders, any director or the entire Board of Directors may be
removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal
of the director.”
Further, Article I, Section 7 of the Company’s
Bylaws provides in relevant part that: Any action of the shareholders may be taken without a meeting if written consents, setting
forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the officer or agent
of the Company having custody of the Company's records within 60 days after the date that the earliest written consent was delivered.”
A copy of the Stockholder Consent is attached
hereto as Exhibit 99.1.
Dr. Nedd
has been a practicing medical doctor for over 20 years in Vancouver B.C. He was educated at the University of British Columbia
in cell biology and genetics and at Howard University College of Medicine in Washington D.C. Dr. Nedd subsequently undertook emergency
medicine rotation training at Harvard University Brigham and Women’s Hospital and family practice residency training in Vancouver
at St Paul’s Hospital, completing the same in 2002.
Since 2002,
Dr. Nedd has acted as medical director of West End Medical Centre in Vancouver British Columbia, which has provided a broad patient
exposure as well as involvement in several clinical trials and regular participation in pharmaceutical company advisory boards.
In recent years, Dr. Nedd’s focus has been on chronic pain, neurological diseases and mental health. He has had deep clinical
experience with the management of these conditions and continues to keep abreast of ongoing clinical research. He has consulted
extensively as a digital health care solutions specialist and has been instrumental in the development of new telemedicine platforms.
Dr. Nedd
has served on the board of the Doctors of BC, an association of 14,000 physicians and medical students founded in 1900. During
his tenure between 2014 and 2017, he created and oversaw the development of new health delivery systems and negotiated with government
and private agencies for the financing of new initiatives.
Effective March 16, 2021, Harmel S. Rayat
was appointed to the Board of Directors of the Company. Mr. Rayat previously served the Company in a number of capacities, including,
at various times, as its President and Chief Executive Officer, Chairman and as a member of the Company’s Board of Directors.
Mr. Rayat has been a long-time majority
stockholder and financial supporter of RenovaCare. Through his family office, Kalen Capital Corporation, he has invested over $20
million in RenovCare since 2013. Mr. Rayat’s support was key to advancing the SkinGun™ spray device and CellMist System™
from an unpatented technology with little published data to a technology platform with eight patent families, numerous peer reviewed
articles and conditional FDA approval of its Investigational Device Exemption application to conduct a clinical trial to evaluate
safety and feasibility.
Beginning his career
in the financial industry as a messenger and mail-room clerk in a stock brokerage firm in 1981, Mr. Rayat has since invested in
a wide range of businesses and sectors, ranging from auto wreckers and alternative energy to raw land and artificial livers.
In recent years, and
in addition to commercial real estate in Canada and the United States, Mr. Rayat has narrowed his focus to impact investing, despite
the high risks associated with early stage, pre-revenue, and pre-clinical companies. His goal is to help inventors, entrepreneurs,
and scientists to create and commercialize products and technologies that will have a beneficial impact on society at large.
Mr. Rayat also served
as a Director and Chairman of SolarWindow Technologies, Inc. from March 15, 2018 to October 1st, 2020.