Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2023, we appointed Professor Paul Morrissey as a member of our Board
of Directors.
Mr. Morrissey is a Globally renowned figure in the world of Telecommunications
and Media. He is a serial technology entrepreneur and a visiting Professor at
some of the leading Universities in Europe, including Liverpool John Moores
University, where he is the 'Entrepreneur in Residence.' The Professor is also
the Global Ambassador for AI, Big Data Analytics, and Customer Experience at TM
Forum, the Global Standards body for Telecommunications. He also sits as an
active advisory board member at the industry-agnostic entity AI Forum and has
recently been appointed to the inaugural Board of the World Broad-Band
Association (WBBA). In 2022 he was appointed to the Advisory Board of the
All-Party Parliamentary Group (APPG) at the UK House of Lords, overseeing policy
directives for the safe use of Web3.0 and the Metaverse. He also sits on the
advisory board of EXFO, the Canadian Fibre Monitoring company.
Mr. Morrissey has not held over the past five years any other directorships in
any company with a class of securities registered pursuant to Section 12 of the
Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment Company
Act of 1940.
On April 6, 2023, our board of directors approved a Non-Executive Board
Agreement and Stock Option Grant in favor of Mr. Morrissey. The description of
the agreement and grant provided below is qualified in its entirety by reference
to the complete terms of the agreement and grant, copies of which are attached
hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein. Aside
from the agreement and stock grant, there are no material direct or indirect
interests in transactions with us over the last two years.
The agreement with Mr. Morrissey provides that we will compensate him with a
yearly fee of $300,000, paid on a monthly basis, but reduced to $120,000 until
securing $5m in capital. We also agreed to grant Mr. Morrissey an option to
purchase 1,920,000 shares of common stock, at $0.155 per share, with 40% vesting
after 90 days of service and 60% vesting monthly over the following two years.
He is also entitled to six-month severance if terminated for good cause or if he
resigns for good reason in a constructive termination. Mr. Morrissey agreed to a
two-year non-solicit restrictive covenant.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Non-Executive Board Agreement dated April 6, 2023, with Paul
Morrissey
10.2 Stock Option Grant dated April 6, 2023, with Paul Morrissey
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