Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief
Executive Officer and Board Member
On February 4, 2019, James
Garvin submitted his resignation from his positions with the Company as Chief Executive Officer and member of the Board of Directors
(the “Board”), effective immediately (the “CEO Resignation”). Mr. Garvin did not resign as a result of
any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company
and its shareholders thank Mr. Garvin for his many contributions. Mr. Garvin will continue to serve as a consultant to the Company
through December 2021.
Appointment of Interim
Chief Executive Officer and Board Member
On February 4, 2019, in
connection with the CEO Resignation, the Board appointed Mr. Steven W. Charest as Interim Chief Executive Officer (“Interim
CEO”) and a member of the Board, effective immediately, and approved the Company’s entrance into an employment agreement
with Mr. Charest (the “Charest Employment Agreement”).
Steven W. Charest, age
54, currently serves as a managing director and a partner at Divine Capital Markets, LLC (“Divine”), a New York based
broker/dealer investment bank, providing strategic advisory, capital raise and M&A services to technology-enabling and life
science businesses. Mr. Charest joined Divine in 2003 where he has served as Director of Research for the past sixteen years. Earlier
in his career, Mr. Charest gained ethical and OTC healthcare marketing and sales experience beginning with Carter Wallace and then
DuPont Pharmaceuticals. Mr. Charest earned a bachelor’s degree in Advertising/Mass Communications from the University of
Mr. Charest remains as a managing director and a partner at Divine. In the coming weeks, Mr. Charest will be spending at least
75% of his time on his duties as Interim CEO. Mr. Charest, however, expects to spend less than 50% of his time on his Interim
CEO duties after this initial period.
There is no arrangement
or understanding between Mr. Charest and any other persons pursuant to which Mr. Charest was selected as an officer. There are
no family relationships between Mr. Charest and any director, executive officer or person nominated or chosen by the Company to
become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the Securities
Act (“Regulation S-K”).
Since January 1, 2017,
the Company has not engaged in any transaction in which Mr. Charest had a direct or indirect material interest within the meaning
of Item 404(a) of Regulation S-K except as follows in relation to Mr. Charest’s position as a partner at Divine:
In March 2018, Divine served as sole placement agent for a private placement offering ("Private Offering") that CytoBioscience,
Inc. ("CytoBiocience") engaged in prior to its merger with WestMountain Company. CytoBioscience issued units ("Units") consisting
of shares and warrants exercisable for shares of CytoBioscience common stock. At the closing of the Private Offering, Divine
was paid a cash commission of $90,000 and was issued warrants with a value of $120,000 based on an exercise price of 125%
of the Private Offering price. Divine also elected to invest $30,000 of its cash commission in the Units. Mr. Charest was
personally paid $13,500 out of the $90,000.
In connection with the March 2018 merger between CytoBioscience and WestMountain
Company, the Company issued 500,000 shares to Divine. Mr. Charest was personally issued 100,000 shares out of the 500,000
Divine served as the placement agent for the Company's November 2018 issuance of a $222,222 unsecured convertible promissory
note with an interest rate of 8% for which the Company was paid $200,000. The Company paid a cash commission of $15,000 to
Divine. Mr. Charest was not paid any portion of this commission.
Divine served as the placement agent for the offering of the
Notes disclosed under Item 1.01 and was paid a cash commission of $24,000 and was issued warrants with a value of $24,000.
Mr. Charest was not paid any portion of this commission.
Pursuant to the Charest
Employment Agreement by and between the Company and Mr. Charest, Mr. Charest will receive a monthly base salary of Eleven Thousand
Dollars ($11,000). Mr. Charest received 100,000 options to purchase shares of the Company’s Common Stock (the “Charest
Options”). The Charest Options vested with the commencement of the Charest Employment Agreement.
Mr. Charest will serve
as Interim CEO until a permanent CEO is employed by the Company, and in any case, for a maximum term of six (6) months, commencing
on February 4, 2019.
The foregoing description
of the Charest Agreement does not purport to be complete and is qualified in its entirety by the full text of the Charest Agreement
which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Resignation of Chief Financial Officer and
Appointment of New Chief Financial Officer
On November 5, 2018, the
Company hired CFO Financial Partners, LLC (“CFO Financial”) to provide outsourced CFO services. CFO Financial provides
a broad range of accounting, tax and regulatory related services to publicly traded companies, hedge funds, and high net worth
individuals, and is a practice unit of RRBB Accountants and Advisors, a 50+ year old public accounting firm.
The Company pays $4,000
per month to CFO Financial. The Company will issue shares of restricted common stock to CFO Financial at a later date.
On November 5
the Company and CFO Financials agreed to appoint Brian Zucker, a principal at CFO Financial, as the Company’s Chief Financial
CFO Financial also provides
outsourced CFO services to Divine.
On February 4, 2019, in
connection with CFO Financial changing its staffing with regard to the services it provides to the Company, Mr. Zucker submitted
his resignation from his position with the Company as Chief Financial Officer, effective immediately. Mr. Zucker did not resign
as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On February 4, 2019, the
Company and CFO Financials agreed to appoint Keith George, an employee of CFO Financial, as the Company’s Chief Financial
Mr. George, age 51, has
served as the Chief Financial Officer and Financial Operations Principal for several registered broker-dealers which are clients
of CFO Financial since 2013. Mr. George is a Certified Public Accountant who began his career as an auditor with Ernst & Young,
worked for the Federal Reserve Bank of New York as a regulator in Bank Supervision, and served as the Vice President and Controller
of Park Avenue Securities. He has a Bachelor of Science in Accounting from University of Maryland and a Master of Business Administration
from Cornell University.
There is no arrangement
or understanding between Mr. George and any other persons pursuant to which Mr. George was selected as an officer. There are no
family relationships between Mr. George and any director, executive officer or person nominated or chosen by the Company to become
a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K. Since the beginning of the
Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. George had a direct or indirect material
interest within the meaning of Item 404(a) of Regulation S-K.