ITEM 5.02 DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
John Tynan, the Company’s President,
CEO and director, shall be resigning effective April 1, 2016. Mr Tynan does not receive cash compensation for his services as an
executive officer and director of our Company. Mr. Tynan receives equity-based compensation for his services. He is a managing
member of MedBridge Venture Fund, LLC, or MVF, through Wild Harp Holdings, LLC, an entity which he controls. Mr. Tynan has directed
that equity-based compensation for his management services pursuant to the MVF agreement should be issued in the name of his designee,
MVF. As of the effective date of his resignation, all compensation owed for his services shall be paid in full to MVF.
David Odell, the Company’s CFO and
director, shall be resigning effective April 1, 2016. Mr. Odell does not receive cash compensation for his services as an executive
officer and director of our Company. He is a managing member of MVF, through DW Odell Company, LLC, an entity which he controls.
Mr. Odell receives equity-based compensation for his services. Mr. Odell has directed that equity-based compensation for his management
services pursuant to the MVF agreement should be issued in the name of his designee, MVF. As of the effective date of his resignation,
all compensation owed for his services shall be paid in full to MVF.
Effective as of April 1, 2016, the Company’s
Chief Operating Officer, Jill Deering, shall be resigning. Effective as of April 1, 2016, the Company’s Controller, Mr. Caleb
Rhoads, shall be resigning. As of the effective date of their respective resignations, all compensation owed to Mrs. Deering and
Mr. Rhoads for their services has been paid in full.
As of April 1, 2016, the Company’s
new CEO and CFO shall be Haig Keledjian, who was previously serving as Vice President of Research and Development and Secretary
for the Company. Mr. Keledjian shall continue to serve as Vice President of Research and Development and Secretary, in addition
to serving as CEO and CFO, for the Company. Mr. Keledjian shall also serve as director for the Company. The terms of Mr. Keledjian’s
compensation shall be as follows:
Effective April 1, 2016, the Company shall
enter into a one-year employment agreement with Haig Keledjian. The terms of the employment provides for an annual base salary
of $195,000 for Mr. Keledjian. The employment agreement also provides for the award of 5,000 stock option grants annually to Mr.
Keledjian. The exercise price for the options is based upon the volume weighted average price, or VWAP, 20 days after the grant
date. All option awards are fully vested on grant, expire in December 2018, and allow for cashless exercise.
The employment agreement provides Mr. Keledjian
with certain one-year severance benefits in the event the Company terminates him without cause, as such term is defined in the
employment agreement. Mr. Keledjian shall be compensated by the Company through a single sum payment due within 30 days after such
termination in an amount equal to the annual Salary in effect as of the date of termination and payable in cash or, at Mr. Keledjian
election, in stock, and the minimum number of all options that would be due to Employee during the Initial Term had the Agreement
not been terminated or, in the case of a subsequent one-year extension, the Annual Option due for that year, provided that the
exercise price of all such options shall be determined using the VWAP as of the effective date of termination. In the event Mr.
Keledjian is terminated by the Company in the event of "good reason," as such term is defined in the employment agreement,
or for any other reason, no severance benefits are owed to Mr. Keledjian.