Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 14, 2022, William F. Donovan, M.D. and Peter L. Dalrymple tendered their resignations as members of the Board of Directors of Spine
Injury Solutions, Inc. (the “Company”). Dr. Donovan and Mr. Dalrymple have advised the Company that their resignations were
not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial
policies) or practices.
Following
the resignations of Dr. Donovan and Mr. Dalrymple, the Board appointed Robert J. Brilon who is the Company’s Chief Financial Officer
as a member of the Company’s Board of Directors.
Mr.
Brilon has served as the Company’s Chief Financial Officer since October 1, 2021. He also has served as Chief Financial Officer
for Iveda Solutions, Inc. (NASDAQ: IVDA) since December 2013. He was also Iveda’s President from February 2014 to July 2018 and
Treasurer from December 2013 to July 2018 and was appointed Treasurer again on December 15, 2021. Mr. Brilon served as Iveda’s
Executive Vice President of Business Development from December 2013 to February 2014 and as Iveda’s interim Chief Financial Officer
and Treasurer from December 2008 to August 2010. Mr. Brilon joined New Gen Management Services, Inc. in July 2017 as the CFO (subsequently
becoming President and CFO of New Gen in July 2018). Mr. Brilon was the President, Chief Financial Officer, Corporate Secretary, and
Director of both Vext Science, Inc and New Gen until he resigned in February 2020. Mr. Brilon served as Chief Financial Officer and Executive
Vice President of Business Development of Brain State Technologies, a brainwave optimization software licensing and hardware company,
from August 2010 to November 2013. From January 2010 to August 2010, Mr. Brilon served as Chief Financial Officer of MD Helicopters,
a manufacturer of commercial and light military helicopters. Mr. Brilon also served as Chief Executive Officer, President, and Chief
Financial Officer of InPlay Technologies (NASDAQ: NPLA), formerly, Duraswitch (NASDAQ: DSWT), a company that licensed patented electronic
switch technology and manufactured digital pen technology, from November 1998 to June 2007. Mr. Brilon served as Chief Financial Officer
of Gietz Master Builders from 1997 to 1998, Corporate Controller of Rental Service Corp. (NYSE: RRR) from 1995 to 1996, Chief Financial
Officer and Vice President of Operations of DataHand Systems, Inc. from 1993 to 1995, and Chief Financial Officer of Go-Video (AMEX:VCR)
from 1986 to 1993. Mr. Brilon is a certified public accountant and practiced with several leading accounting firms, including McGladrey
Pullen, Ernst and Young and Deloitte and Touche. Mr. Brilon holds a Bachelor of Science degree in Business Administration from the University
of Iowa.
On
April 19, 2022, the Company and Mr. Brilon entered into an Independent Contractor Agreement whereby Mr. Brilon (the “Independent
Contractor Agreement”) agreed to serve as the Chief Financial Officer of the Company and shall have such duties and authorities
consistent with such position as are customary for the position of chief financial officer of a company of the size and nature of the
Company, and such other duties and authorities as shall be reasonably determined from time to time by the Board of Directors of the Company
consistent with such position and to serve as an officer of any subsidiary of the Company as may be reasonably requested from time to
time by the Board of Directors. In addition, Mr. Brilon agreed to serve as a member of the Company’s Board of Directors. The Independent
Contractor Agreement may be terminated by either party on 15 days prior written notice without cause or five days after written notice
in the event of a breach of the agreement by either party.
Mr.
Brilon also signed a Proprietary Information and Inventions Agreement whereby he agreed that any proprietary information developed during
the term of his service will be owned by the Company and that such information will be held in strict confidence and not disclosed to
anyone outside the Company. In addition, Mr. Brilon agreed to, during the term of his service to the Company, refrain from engaging in
or assisting anyone from engaging in any activity that is competitive with or similar to the business or proposed business of the Company
and from soliciting any employees or consultants to the Company during the term of his engagement and thereafter for a period of one
year from leaving or terminating their engagement with the Company.
As
Compensation for Mr. Brilon’s service to the Company, the Company awarded him 4,635,720 shares of Common Stock which vest 25% on
each April 18 commencing on April 18, 2023 so long as Mr. Brilon is providing services to the Company or one of its subsidiaries.
The
Company confirms that (1) there is no family relationship between Mr. Brilon and any director or executive officer of the Company, (2)
there was no arrangement or understanding between Mr. Brilon and any other person pursuant to which he was elected to his position with
the Company, and (3) there is no transaction between Mr. Brilon and the Company that would require disclosure under Item 404(a) of Regulation
S-K.