Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 14, 2022, David W. Pointer tendered his resignation as Chief
Executive Officer of Novation Companies, Inc. (the "Company") effective
immediately. Mr. Pointer had served in his role as Chief Executive Officer since
March 27, 2018. Mr. Pointer has also been a member of the Company's Board of
Directors (the "Board") since that time and will remain on the Board.
On January 18, 2022, the Company appointed Michael Wyse as Chief Restructuring
Officer. In that role, Mr. Wyse will explore strategic alternatives for the
Company, including the potential sale of the Company's wholly-owned subsidiary,
Healthcare Staffing, Inc. ("HCS"). The Board determined to appoint a Chief
Restructuring Officer as a result of declining revenue at HCS during 2021,
caused in part by the loss of two CSB customers, one of which was significant,
as disclosed in the Company's Quarterly Report on Form 10-Q for the quarter
ending June 30, 2021, previously filed with the Securities and Exchange
Commission. HCS also recently received a contract termination notice from
another significant CSB customer, which will be effective in the next two
months.
Michael Wyse, age 45, has served as the Founder & Managing Partner of Wyse
Advisors LLC ("WALLC"), a consulting firm, since 2015. Through WALLC, Mr. Wyse
has advised numerous companies, bringing comprehensive solutions to complex
situations, including through serving as an interim officer and/or director.
Mr. Wyse's services are being provided to the Company by WALLC for an engagement
fee of $20,000 due upon signing the engagement letter and 5% of the Gross
Proceeds of HCS assets, inclusive of accounts receivable monetization, and 4% of
the gross proceeds for the monetization of Novation assets and any other assets
of the Company.
Mr. Wyse does not have any family relationship with any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer. There are no related party transactions involving Mr. Wyse
that are reportable under Item 404(a) of Regulation S-K.
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