Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on May 11, 2021, Michael
Pelletier entered into a Separation Agreement and a Consulting Agreement (the “Pelletier Consulting Agreement”) with the Company
pursuant to which he stepped down as an employee of the Company and from any and all other positions he held with the Company and its
subsidiary, except pursuant to the Pelletier Consulting Agreement he would continue to serve as Chief Financial Officer for an interim
period of three months in order to transition to his successor. On August 11, 2021, the Pelletier Consulting Agreement ended.
On August 11, 2021, the Board of Directors of the
Company (“Board”) appointed Ramon A. Pino, age 33, to serve as the Company’s Chief Financial Officer effective August
11, 2021. Mr. Pino was Executive Vice President of Finance for the Company since joining the Company in May 2021. Prior to joining the
Company, from October 2019 to January 2021, Mr. Pino was Vice President and Controller of Anju Software, Inc., a private healthcare company
offering software and services to pharmaceutical companies and Contract Research Organizations. From January 2018 to October 2019, Mr.
Pino served as Controller, and from January 2015 to December 2017, as Accounting Manager, of OmniComm Systems, Inc., a company delivering
software and services to the pharmaceutical/healthcare industry (OTCQX:OMCM; OmniComm was acquired by Anju Software, Inc., a private company,
in October 2019 and contemporaneously therewith filed a Certification and Notice of Termination of Registration with the SEC). Mr. Pino
transitioned from OmniComm to Anju after the acquisition in 2019. Mr. Pino holds a Bachelor of Science degree in Accounting from the University
of Central Florida and a Master of Accounting degree from Florida International University.
There are no family relationships between Mr.
Pino and any other director or executive officer of the Company. There are no understandings or arrangements between Mr. Pino and
any other person pursuant to which Mr. Pino was appointed as Chief Financial Officer. Mr. Pino has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Employment Agreements
On August 11, 2021, the Company entered into
an employment agreement with Stephen E. Johnson to serve as the Company’s Chief Executive Officer and President. The employment
agreement is for an initial term of three (3) years commencing on August 11, 2021 and will automatically renew for successive one (1)
year terms unless the employment agreement is expressly cancelled by either Mr. Johnson or the Company sixty (60) days prior to the end
of the then current term. Under the terms of the employment agreement, Mr. Johnson receives an annual base salary of $225,000, which may
be increased from time to time with the approval of the Board. Subject to the Board’s determination, Mr. Johnson will also be eligible
to receive an incentive performance bonus based upon the Company’s performance with respect to applicable performance targets as
determined by the Board. In addition, Mr. Johnson is entitled to participate in the Company’s employee benefit plans and programs
applicable to employees and executives. The employment agreement contains certain rights of Mr. Johnson and the Company to terminate Mr.
Johnson’s employment, including a termination by the Company for “Cause” as defined in the employment agreement, and
termination by Mr. Johnson for “Good Reason” as defined in the employment agreement within twelve (12) months of a Change
in Control (as defined in the employment agreement). Mr. Johnson is also entitled to severance pay equal to twelve (12) months of Mr.
Johnson’s current base salary and benefits in the event of his termination by the Company or non-renewal of the employment agreement
by the Company for any reason other than “Cause”, or termination by Mr. Johnson for “Good Reason” within twelve
(12) months of a Change in Control, or upon termination of Executive’s employment pursuant to Disability as defined in the employment
agreement. The foregoing severance benefits are conditioned upon Mr. Johnson’s execution of
a release of claims and compliance with certain restrictive covenants. The employment agreement contains customary non-disclosure
and non-solicitation provisions as well as a one (1) year non-compete following the termination of the agreement.
On August 11, 2021, the Company entered into
an employment agreement with Ramon A. Pino to serve as the Company’s Chief Financial Officer. The employment agreement is for an
initial term of three (3) years commencing on August 11, 2021 and will automatically renew for successive one (1) year terms unless the
employment agreement is expressly cancelled by either Mr. Pino or the Company sixty (60) days prior to the end of the then current term.
Under the terms of the employment agreement, Mr. Pino receives an annual base salary of $190,000, which may be increased from time to
time with the approval of the Board. Subject to the Board’s determination, Mr. Pino will also be eligible to receive an incentive
performance bonus based upon the Company’s performance with respect to applicable performance targets as determined by the Board.
In addition, Mr. Pino is entitled to participate in the Company’s employee benefit plans and programs applicable to employees and
executives. The employment agreement contains certain rights of Mr. Pino and the Company to terminate Mr. Pino’s employment, including
a termination by the Company for “Cause” as defined in the employment agreement, and termination by Mr. Pino for “Good
Reason” as defined in the employment agreement within twelve (12) months of a Change in Control (as defined in the employment agreement).
Mr. Pino is also entitled to severance pay equal to twelve (12) months of Mr. Pino’s current base salary and benefits in the
event of his termination by the Company or non-renewal of the employment agreement by the Company for any reason other than “Cause”,
or termination by Mr. Pino for “Good Reason” within twelve (12) months of a Change in Control, or upon termination of Executive’s
employment pursuant to Disability as defined in the employment agreement. The foregoing severance benefits are conditioned upon Mr. Pino’s
execution of a release of claims and compliance with certain restrictive covenants. The employment agreement contains customary non-disclosure
and non-solicitation provisions as well as a one (1) year non-compete following the termination of the agreement.
The foregoing descriptions of the employment agreement
with Mr. Johnson and the employment agreement with Mr. Pino are only summaries and are qualified in their entirety by reference to the
complete texts of such employment agreements, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated
herein by reference.