Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On December 30, 2021, Robert Watson, Jr., one of our directors and the Chair of
our Audit Committee, resigned such positions effective December 31, 2021. Mr.
Watson noted that his resignation is so that he may focus his energies and
efforts on his businesses, which he expects to require an increasing percentage
of his time. There is no disagreement between Mr. Watson and the Corporation on
any matter relating to the registrant's operations, policies or practices.
Our Governance and Nominating Committee is considering nominating Richard
Levychin as a director and Chair of our Audit Committee to fill the vacancy
resulting from Mr. Watson's resignation. We expect that our board of directors
will, in accordance with our bylaws, consider electing Mr. Levychin to such
positions in due course during this month.
Richard Levychin, CPA, CGMA, 62, is a Partner resident in the New York office of
Galleros Robinson's Commercial Audit and Assurance practice where he focuses on
both privately and publicly held companies. Prior to taking this position in
October 2018, Richard was the managing partner of KBL, LLP, a PCAOB certified
independent registered accounting firm, since 1994. Mr. Levychin has over 25
years of accounting, auditing, business advisory services and tax experience
working with both privately owned and public entities in various industries
including media, entertainment, real estate, manufacturing, not-for-profit,
technology, retail, technology, and professional services. His experience also
includes expertise with SEC filings, initial public offerings, and compliance
with regulatory bodies. As a business adviser, he advises companies, helping
them to identify and define their business and financial objectives, and then
provides them with the on-going personal attention necessary to help them
achieve their established goals. Mr. Levychin is a member the Board of Directors
of Pershing Resources Company, Inc. (OTCMKTS: PSGR) and a member of the Board of
Directors and Chair the Audit Committee of AgriFORCE Growing Systems Ltd.
(NasdaqCM: AGRI).
Mr. Levychin has written articles on a wide range of topics, which have been
featured in several periodicals including Dollars and Sense, New York Enterprise
Report, Black Enterprise Magazine, Forbes, Business Insider, and The Network
Journal. He has also conducted seminars on a wide range of business topics
including SEC matters and taxation for several organizations including the Black
Enterprise Entrepreneurs Conference, the Entrepreneurs' Organization (New York
chapter) and the Learning Annex.
Mr. Levychin is a member of several organizations including the New York State
Society of Certified Public Accountants, the National Association of Tax
Professionals, and the American Institute of Certified Public Accountants
(AICPA). Richard was a founding member of the AICPA's National Diversity and
Inclusion Commission. Richard is a member and a former board member of the New
York Chapter of the Entrepreneurs' Organization ("EO"), a dynamic, global
network of more than 14,000 business owners in over 50 countries.
In 2018 Mr. Levychin was a recipient of the 5 Chamber Alliance MWBE Award from
the Manhattan Chamber of Commerce. In 2016 Richard was presented with the 2016
Arthur Ashe Leadership Award. In 2015 Richard was presented by his alma mater
Baruch College with the Baruch College Alumni Association's "Alumni Leadership
Award for Business". In 2013 Richard received the title of Best Accountant from
The New York Enterprise Report. Mr. Levychin is a past winner of The Network
Journal's prestigious "40 Under 40" award.
He is a graduate of Baruch College, where he received a Bachelors in Business
Administration Degree (Accounting).
Forward Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended) concerning the Company.
These statements may discuss goals, intentions and expectations as to future
plans, trends, events, results of operations or financial condition, or
otherwise, based on current beliefs of the management of the Company, as well as
assumptions made by, and information currently available to, management.
Forward-looking statements generally include statements that are predictive in
nature and depend upon or refer to future events or conditions, and include
words such as "may," "will," "should," "would," "expect," "anticipate," "plan,"
"likely," "believe," "estimate," "project," "intend," and other similar
expressions. Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties and are not guarantees
of future performance. Actual results could differ materially from those
contained in any forward-looking statement as a result of various factors,
including, without limitation: the risks regarding the Company and its business,
generally; risks related to the Company's ability to correctly estimate and
manage its operating expenses and develop its innovate non-acute care businesses
and the acceptance of its proposed products and services, including with respect
to future financial and operating results; the ability of the Company to protect
its intellectual property rights; competitive responses to the Company's
businesses including its innovative non-acute care business; unexpected costs,
charges or expenses; regulatory requirements or developments; changes in capital
resource requirements; and legislative, regulatory, political and economic
developments. The foregoing review of important factors that could cause actual
events to differ from expectations should not be construed as exhaustive and
should be read in conjunction with statements that are included herein and
elsewhere, including the risk factors included in the Company's most recent
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed with the SEC and the registration statement regarding the
Company's previously announced merger, that was filed and declared effective.
The Company can give no assurance that the actual results will not be materially
different than those based on the forward looking statements. Except as required
by applicable law, the Company undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.
(d) Exhibits.
No. Description
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