Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment of President and Chief Operating
Officer
On
December 5, 2022, Theralink Technologies, Inc. (the “Company”) appointed Faith Zaslavsky, age 48, as President and
Chief Operating Officer of the Company, effective December 5, 2022 (the “Effective Date”). Prior to joining the Company,
Ms. Zaslavsky served as the President of Oncology of Myriad Genetics, Inc. (NASDAQ:MYGN) (“Myriad”), a leading genetic testing
and precision medicine company. Ms. Zaslavsky served Myriad in several roles for the past 22 years, and prior to serving as Myriad’s
President of Oncology, Ms. Zaslavsky served as Myriad’s National Sales Director of Oncology from 2017 to 2019 and a Regional Sales
Director of Women’s Health from 2015 to 2017. Ms. Zaslavsky received a bachelor’s degree in Business Administration from
Washington State University in 1997. Ms. Zaslavsky does not have any family relationships with any of the Company’s other officers
or directors.
In
connection with her appointment, on December 5, 2022, the Company and Ms. Zaslavsky entered into an offer letter (the “Offer Letter”)
which provides that Ms. Zaslavsky’s base salary will be $400,000 per year, and that beginning in calendar year 2023 she will be
eligible to receive an annual incentive cash bonus of up to 35% of base salary at the discretion of the Board of Directors of the Company
(the “Board”) for the achievement of certain milestones to be agreed upon by Ms. Zaslavsky and the Company within 90 days
of the Effective Date. Upon the Company’s creation of a new equity incentive plan or an increase in the number of shares available
under the Company’s existing equity incentive plan, Ms. Zaslavsky will be granted 150,000,000 employee stock options vesting at
20% annually, beginning on the Effective Date. The employee stock options will have a strike price equal to the closing price of the
Company’s common stock on the day that the Board approves Ms. Zaslavsky’s stock option package.
Ms.
Zaslavsky is eligible to participate in the benefit plans and programs generally available to the Company’s employees. Ms. Zaslavsky
will also be entitled to reimbursement of reasonable business expenses incurred or paid by her in the performance of her duties and responsibilities
for the Company, subject to any restrictions set by the Company from time to time and to such reasonable substantiation and documentation
as may be specified by the Company from time to time.
Ms.
Zaslavsky’s employment with the Company is “at-will”, and either party can terminate the employment relationship at
any time, for or without cause, with or without notice. The Offer Letter also contains standard restrictive covenants prohibiting Ms.
Zaslavsky from engaging in competition with the Company within the United States during her employment and for a period of 24 months
following the termination of her employment with the Company.
The
summary of the Offer Letter set forth above does not purport to be a complete statement of the terms of such document. The summary is
qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
CFO Bonus Compensation Plan
On
December 6, 2021, the board of directors of the Company approved a bonus compensation plan pursuant to which Thomas E. Chilcott, III,
the Company’s Chief Financial Officer, will be eligible for: (i) a $150,000 bonus payable upon the successful filing of the Company’s
report on Form 10-K for the annual period ended September 30, 2022 (the “Annual Report”) on or before December 29,
2022; or (ii) a $100,000 bonus payable upon the successful filing of the Company’s Annual Report on or before January 13, 2023
(collectively, the “Bonus”).