Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President and Chief Operating Officer
On December 5, 2022, Theralink Technologies, Inc. (the "Company") appointed
Faith Zaslavsky, age 48, as President and Chief Operating Officer of the
Company, effective December 5, 2022 (the "Effective Date"). Prior to joining the
Company, Ms. Zaslavsky served as the President of Oncology of Myriad Genetics,
Inc. (NASDAQ:MYGN) ("Myriad"), a leading genetic testing and precision medicine
company. Ms. Zaslavsky served Myriad in several roles for the past 22 years, and
prior to serving as Myriad's President of Oncology, Ms. Zaslavsky served as
Myriad's National Sales Director of Oncology from 2017 to 2019 and a Regional
Sales Director of Women's Health from 2015 to 2017. Ms. Zaslavsky received a
bachelor's degree in Business Administration from Washington State University in
1997. Ms. Zaslavsky does not have any family relationships with any of the
Company's other officers or directors.
In connection with her appointment, on December 5, 2022, the Company and Ms.
Zaslavsky entered into an offer letter (the "Offer Letter") which provides that
Ms. Zaslavsky's base salary will be $400,000 per year, and that beginning in
calendar year 2023 she will be eligible to receive an annual incentive cash
bonus of up to 35% of base salary at the discretion of the Board of Directors of
the Company (the "Board") for the achievement of certain milestones to be agreed
upon by Ms. Zaslavsky and the Company within 90 days of the Effective Date. Upon
the Company's creation of a new equity incentive plan or an increase in the
number of shares available under the Company's existing equity incentive plan,
Ms. Zaslavsky will be granted 150,000,000 employee stock options vesting at 20%
annually, beginning on the Effective Date. The employee stock options will have
a strike price equal to the closing price of the Company's common stock on the
day that the Board approves Ms. Zaslavsky's stock option package.
Ms. Zaslavsky is eligible to participate in the benefit plans and programs
generally available to the Company's employees. Ms. Zaslavsky will also be
entitled to reimbursement of reasonable business expenses incurred or paid by
her in the performance of her duties and responsibilities for the Company,
subject to any restrictions set by the Company from time to time and to such
reasonable substantiation and documentation as may be specified by the Company
from time to time.
Ms. Zaslavsky's employment with the Company is "at-will", and either party can
terminate the employment relationship at any time, for or without cause, with or
without notice. The Offer Letter also contains standard restrictive covenants
prohibiting Ms. Zaslavsky from engaging in competition with the Company within
the United States during her employment and for a period of 24 months following
the termination of her employment with the Company.
The summary of the Offer Letter set forth above does not purport to be a
complete statement of the terms of such document. The summary is qualified in
its entirety by reference to the full text of the Offer Letter, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K.
CFO Bonus Compensation Plan
On December 6, 2021, the board of directors of the Company approved a bonus
compensation plan pursuant to which Thomas E. Chilcott, III, the Company's Chief
Financial Officer, will be eligible for: (i) a $150,000 bonus payable upon the
successful filing of the Company's report on Form 10-K for the annual period
ended September 30, 2022 (the "Annual Report") on or before December 29, 2022;
or (ii) a $100,000 bonus payable upon the successful filing of the Company's
Annual Report on or before January 13, 2023 (collectively, the "Bonus").
Item 7.01 Regulation FD Disclosure.
On December 6, 2022, the Company issued a press release, which is attached to
this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by
reference.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and it shall not be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
Exhibit No. Description
10.1 Offer Letter between the Company and Faith Zaslavsky, dated
December 5, 2022
99.1 Press Release, dated December 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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THERALINK TECHNOLOGIES, INC. 
