Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 22, 2022, the Board of Directors (the “Board”) of Vicapsys Life Sciences, Inc. (the “Company”) accepted
the resignations of John Potts and Michael Yurkowsky as members of the Board, effective immediately. The resignations were not because
of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Also
on September 22, 2022, the Board appointed each of Charles “Charlie” Farrahar, Dr. Colleen Delaney and Richard Rosenblum
as members of the Board.
Charlie
Farrahar. Mr. Farrahar, age 61, is a certified public accountant with over 30 years of managerial finance, administration,
human resource, investor relations and risk management experience in the public, private and non-profit sectors. Mr. Farrahar served
as the Company’s original Chief Financial Officer from its inception in 2014 through its merger with SSGI, Inc. to become a public
entity. He has served as Chief Financial Officer for several small biotech startups in various stages of development and has been involved
with their exits or mergers. Currently, he serves as Chief Financial Officer for Rion LLC , a privately held biotech company headquartered
in Rochester, MN that licenses a platform technology from Mayo Clinic. In the late 1990s, Mr. Farrahar was Chief Financial Officer of
Credit Depot Corp (Nasdaq). He was Chief Financial Officer of Medovex Corp. when it initially went public on Nasdaq in 2014 and was Chief
Financial Officer of Roadie, Inc., when it was purchased by UPS in 2021.
Dr.
Colleen Delaney. Dr. Delaney, age 55, is Scientific Founder and Chief Scientific Officer, Executive Vice President of
Research and Development of Deverra Therapeutics, Inc., a cellular therapy company focused on development of universal donor, off-the-shelf
cell therapies for patients with hematologic malignancies and other critical diseases. Additionally, Dr. Delaney is a stem cell transplant
physician and an Affiliate and former Professor of the Fred Hutchinson Cancer Research Center, Clinical Research Division, where she
was PI of an NIH/government funded laboratory and where she established and became the Director of the Program in Cord Blood Transplant
and Cord Blood Research at the Fred Hutch/Seattle Cancer Care Alliance. Dr. Delaney’s research interests focus on the development
of methods to expand the number of umbilical cord blood stem cells and to then direct these cells to further differentiate into mature
blood and immune cells for clinical application. She has more than 20 years of experience in the development of cord blood derived allogeneic
cell therapies from bench to bedside and is an inventor on numerous patents.
Dr.
Delaney received her MSc from Oxford University and her MD from Harvard Medical School and is the recipient of numerous awards, including
the prestigious Damon Runyon Foundation Clinical Investigator Award, the Dr. Ali Al-Johani Award in recognition of exemplary clinical
medical care and compassion to patients and families, the Seattle Business Journal’s Leaders in Health Care Award for Outstanding
Medical Research and the Seattle American Women in Science’s Award for the Scientific Advancement and Leadership in STEM.
Richard
Rosenblum. Mr. Rosenblum, age 63, has served as President, Chief Financial Officer and Director of Payment Solutions Inc.
since July 22, 2021. Mr. Rosenblum has also been a member of the Board of Directors of H-Cyte since February 1 2022. Mr. Rosenblum has
been, since its founding in 1994, Chief Executive Officer and Principal at Harborview Capital Advisors LLC, which provided strategic
advisory services in the areas of capital formation, merchant banking and management consulting. Additionally, Mr. Rosenblum has been
the owner of Harborview Property Management for over 25 years, where he invests and manages domestic and international commercial real-estate,
and multi-family real-estate assets. From 2008 to 2014, Mr. Rosenblum was a Director, President and Executive Chairman of Alliqua Biomedical
Inc. (NASDAQ: ALQA), which developed and marketed hydrogel manufacturing technology in the wound care sector. His philanthropic and community-centered
activities include being a founding board member of the Dr. David Feit Memorial Foundation, which for over 15 years raised money for
the benefit and support of youth activities. Since 2018, Mr. Rosenblum has served on the Board of Directors of the Chilton Hospital Foundation.
Mr. Rosenblum graduated Summa Cum Laude from SUNY Buffalo with a B.A. in Finance and Accounting.
We
believe that Mr. Rosenblum’s experience as an executive of a publicly traded company and his financial experience, including in
investment banking and as an investor in publicly traded companies, provide him with the attributes that make him a valuable member of
the Company’s Board.