Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b)
Resignation of Officer
In
connection with the transactions described above, Yaroslav Startsev resigned as Director, President and Chief Executive Officer
of the Company and Nikolai Kuzmin resigned as Director, Chief Financial Officer, Principal Accounting Officer, Principal Financial
Officer, Treasurer and Secretary of the Company.
(c)
Appointment of Officers
In
connection with the transactions described above, Nathan Rosenberg became the sole Director, Chief Executive Officer, Chief Financial
Officer, Treasurer and Secretary of the Company and Mark Radom became the Company’s general counsel.
Professional
History of Nathan Rosenberg
Nathan
Rosenberg began working in the optics and eye-wear business in 1979 when he joined his family’s company, Vita Frame as an
executive officer. By 1983, Vita Frame became the largest Ray Ban sunglasses distributor in North America. In 1996, Nathan decided
to expand distribution by creating GSI Corp, an umbrella corporation managing all product lines and avenues of sale. In 2006,
Nathan became chief executive officer and president of GSI Corp. In 2007, GSI Corp., under Nathan’s leadership, re-entered
the frame import business and opened Niche Optics, whose mission was to bring current trends of optical frames to retail stores
and chains. In 2010-2012, Nathan formed a partnership to enter the contact lens solution business in the United States with OTE
Pharma, which is based in The Netherlands. At the same time, Nathan formed a partnership to open Gaffos.Com, one of the largest
internet providers of eyewear and sunwear.
Professional
History of Mark Radom
From
September 16, 2019 to-date, Mark Radom has served as general counsel to Slinber Bag Inc. and from July 2018 to-date, Mark Radom
has served as general counsel of The Greater Cannabis Company, Inc. From February 2010 through July 2015, Mr. Radom served as
the chief carbon officer and general counsel of Blue Sphere Corporation. From 2009 through 2010, Mr. Radom was managing director
of Carbon MPV Limited, a Cyprus company focused on developing renewable energy and carbon credit projects. From 2007 to 2009,
Mr. Radom was general counsel and chief operating officer of Carbon Markets Global Limited, a London-based carbon credit and renewable
energy project developer. Mr. Radom has extensive experience in business development in the renewable energy and carbon credit
sectors. He has sourced over U.S. $100,000,000 in renewable energy, industrial gas and carbon credit projects and managed many
complex aspects of their implementation. He was legal counsel for a number of carbon and ecological project developers and was
responsible for structuring joint ventures and advising on developing projects through the CDM/JI registration cycle and emission
reduction purchase agreements under the auspices of the Kyoto Protocol. Prior to this, he worked on Wall Street and in the City
of London as a US securities and capital markets lawyer where he represented sovereigns, global investment banks and fortune 500
companies across a broad range of capital raising and corporate transactions. He is a graduate of Duke University and Brooklyn
Law School. Mr. Radom is admitted to practice law in New York and New Jersey and speaks fluent Russian.
(d)
Appointment of Directors
Nathan
Rosenberg was appointed as a director of the Company. Mr. Rosenberg does not have any family relationships with any other executive
officers or directors of the Company, or persons nominated or chosen by the Company to become directors or executive officers.
There is no arrangement or understanding pursuant to which Mr. Rosenberg was appointed as a member of the Board. Furthermore,
the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K, except for the Solstice
Acquisition. It is contemplated that Mr. Rosenberg may serve on certain committees of the Board, but no such committee appointments
have been made at this time.
