ITEM 5.02 ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Appointment of Peter Hager as President
and Chief Executive Officer
Effective as of February 1, 2023, Peter Hager
was appointed as the Company’s President and Chief Executive Officer. Mr. Hager is 53 years old.
Biography of Peter Hager
Peter Hager is a seasoned business executive with
30 years of cross industry leadership experience in executive management, sales, marketing, and technology. He has a track record of success
in providing services to Fortune 500 companies, such as United Health Group, Boston Scientific, Johnson & Johnson, Medtronic, Wells
Fargo, 3M, Target, Cargill, Land O’ Lakes, and General Mills. Since 2003, Peter Hager served in various roles including as President,
CEO, and Chairman of Pointward, Inc. which is a MedTech Customer Engagement Agency. Mr. Hager has also served as past or current director
and founding member for multiple technology, professional services, and MedTech organizations, including PhiTech Management, iSight Therapeutics,
TeamNet Systems, and Bluestem Technologies. Mr. Hager holds a Bachelor of Arts degree in economics and psychology from Macalester College
in Saint Paul, Minnesota.
Material Terms of Mr. Hager’s Employment
Agreement
The initial term of Mr. Hager’s employment
agreement with the Company expires on January 31, 2026 and is subject to renewal for successive six-month periods. Mr. Hager will be entitled
to receive: (i) a base salary of 2.5% of the Company’s revenue, a maximum amount of $480,000.00 for the first year of his employment
term; (ii) an annual bonus, if the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”)
exceeds the forecasted EBITDA approved by the Company’s board of directors at the beginning of such year; and (iii) options to purchase
400,000 restricted shares of the Company’s common stock, at the commencement of his initial term of services, for an exercise price
$0.06 per share, vesting in installments of 500,000 shares per fiscal quarter with the first vesting date of April 1, 2023 and 1,000,000
options to purchase restricted shares of the Company’s common stock, at the commencement of his first renewal term of service.
Appointment of Thomas Spruce as Secretary
and Chief Operations Officer
Effective as of February 1, 2033, Thomas Spruce
was appointed as the Company’s Secretary and Chief Operations Officer. Mr. Spruce resigned as President and CEO effective February
1, 2023. Mr. Spruce is 67 years old.
Biography of Thomas Spruce
Mr. Spruce has decades of experience in large
corporations, small companies, and start-ups in a variety of sales management, operations management, business development, and consulting
roles with product and service businesses. From 2008 to the present, Mr. Spruce has served as the President and CEO of His Speed, Inc.,
a company that specializes in business management, development, and consulting. Prior to 2008, Mr. Spruce served in management positions
at the Principle Pharmacy Group, MediqPRN/Hill-Rom and Owen Healthcare/Cardinal Health, where he managed sales, operations management,
business transition, integrated sales, and enterprise account management. Mr. Spruce has a Bachelor of Sciences degree in Pharmacy from
the University of Arkansas, is a licensed pharmacist, is a Board Member at The Victory Way, has served as Board Chairman of the Dean’s
Advisory Council- Western University School of Pharmacy, and was a Fellow at the American College of Healthcare Executives.
Material Terms of Mr. Spruce’s Employment
Agreement
The initial term of Mr. Spruce’s employment
agreement, which supersedes his previous employment agreement with the Company, expires on January 31, 2026 and is subject to renewal
for successive six-months periods. Mr. Spruce will be entitled to receive the following compensation from the Company: (i) a base salary
of 1.25% of the Company’s revenue, maximum amount of $240,000.00 for the first year of his employment term; (ii) an annual bonus,
if the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) exceeds the forecasted EBITDA
approved by the Company’s board of directors at the beginning of such year; and (iii) options to purchase 250,000 restricted shares
of the Company’s common stock, at the commencement of his initial term of services, for an exercise price $0.06 per share, vesting
in installments of 125,000 shares per fiscal quarter with the first vesting date of April 1, 2023 and 250,000 options to purchase restricted
shares of the Company’s common stock, at the commencement of his first renewal term of service.