Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2020, GelTech Solutions, Inc. (the "Company") entered into a settlement and assignment agreement between the Company and Mr. Michael Reger, the Company's secured lender and former Chairman of the Board and Chief Executive Officer, pursuant to which the Company agreed to assign and transfer all of its assets, including its intellectual property, to Mr. Reger in consideration for Mr. Reger releasing the Company from any liability related to approximately $7.0 million of secured convertible debt owed by the Company to Mr. Reger.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2020 through February 5, 2020, the following directors and executive officers resigned from their respective positions:

·

Phillip O'Connell, director




·

Leonard Mass, director


·

Victor Trotter, director


·

Dave Gutmann, director


·

Michael Hull, Chief Financial Officer, treasurer and secretary




·

Gerry Kaiser, VP


·

Matthew Struzziero, VP


On January 31, 2020, Mr. Warren Mosler was appointed as Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, treasurer and secretary of the Company. Mr. Mosler is an American economist and theorist. Presently, in addition to his new role with the Company, Mr. Mosler owns and operates Valance Co., Inc. He is founder of Mosler Automotive and a co-founder of the Center for Full Employment and Price Stability at the University of Missouri-Kansas City. The founder of what has been popularized as Modern Monetary Theory, in 2014 he was appointed Visiting Professor at the University of Bergamo, Italy. He also co-founded AVM, L.P., a broker-dealer providing financial services to institutional investors, and the Illinois Income Investors family of investment funds, which he remained involved with until 1997.

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