Item 5.02. Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective April 7, 2023, Chad White resigned as our Chief Financial Officer, and
our Board of Directors appointed Jerry Dvonch as our interim Chief Financial
Officer.
Mr. Dvonch, age 54, served as our Chief Financial Officer from September 2020
until November 2022, after assisting with our transition to our Boulder,
Colorado office. Prior to his time with the Company, Mr. Dvonch was the
controller and Senior Vice President of Finance and Accounting for the
SpineCenter Atlanta since March 2017. From March 2016 to April 2016 he was a
consultant controller for DS Healthcare Group, Inc. Prior to that he was the
director for external reporting and director of finance of NeoGenomics
Laboratories from July 2005 to July 2015. He has over 10 years of experience
with SEC reporting. Mr. Dvonch is a licensed Certified Public Accountant in New
York. He holds a Master of Business Administration in Finance from the
University of Rochester and a Bachelor of Business Administration in Accounting
from Niagara University.
We entered into a consulting agreement with Mr. Dvonch pursuant to which we
agreed to compensate him at a rate of $250 per hour. We will also grant him
$30,000 in restricted common stock vesting in two equal tranches on July 15,
2023 and August 15, 2023, provided that upon termination of the consulting
agreement, any unvested shares of restricted stock shall become forfeited. The
value of the stock will be determined using a five day weighted trailing average
on the day of grant. We will reimburse Mr. Dvonch for the monthly premiums paid
by Consultant for health continuation coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985 for himself and his dependents during the term
of the consulting agreement. For each month of continuous service under the
consulting agreement, Mr. Dvonch's outstanding and vested equity awards shall
remain exercisable for an additional month following their current expiration
date of May 18, 2024, subject to the provisions of the Company's equity
incentive plans.
The foregoing descriptions of the consulting agreement with Mr. Dvonch is not
complete and is qualified in its entirety by reference to the full text of the
consulting agreement, a copy of which is filed herewith as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Mr. White was employed at-will, and his unvested options will be forfeited upon
termination in accordance with the applicable award agreements.
We thank Mr. White for his service and wish him the best in his future
endeavors. We also thank Mr. Dvonch for his assistance during this transition as
we search for a new Chief Financial Officer.
This report contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other statements related
to our future activities or future events or conditions. These statements are
based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. These statements are not
guarantees of future performances and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those risks
discussed in our Annual Report on Form 10-K and in other documents that we file
from time to time with the SEC. Any forward-looking statements speak only as of
the date on which they are made, and we do not undertake any obligation to
update any forward-looking statement to reflect events or circumstances after
the date of this report, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Consulting Agreement, by and between the Company and Jerome Dvonch,
dated April 7, 2023.
104 Cover Page Interactive Data File (formatted in inline XBRL in Exhibit
101).
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