Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective with the filing of this Current Report on Form 8-K with the SEC, Charles Scott and Dr. John Korangy have submitted their resignations as directors and officers of Registrant and Jeffry Hollis has submitted his resignation as Controller of Registrant. The resignations are the result of the action filed by the Former Management seeking to recover their former positions with Registrant and to terminate the pending acquisition of the CareClix companies. Mr. Scott and Dr. Korangy have not appointed one or more successor directors or officers as they have no equity or other interest in Registrant, the Former Management is currently suing Registrant, and there are concerns regarding the conduct of Former Management before their termination, all of which indicate that new directors should appropriately be elected by the common shareholders at a Special Meeting of Shareholders.
None of Mr. Scott, Dr. Korangy or Mr. Hollis, and no other person or consultant affiliated with the CareClix companies, is a shareholder of Registrant, or has earned, received, or been entitled to any compensation from Registrant. All of the resigning directors and officers have been furnished with a copy of this disclosure by Registrant and all have expressed no need to respond to these disclosures.
On September 9, 2022, Former Management of Registrant filed a purported derivative action against Registrant and its purported Board of Directors, in the Court of Chancery of the State of Delaware, seeking:
1. A declaration that their removal as directors and officers was not valid;
2. Unspecified damages for “intentional mismanagement” by declaring the Interim Closing of the CareClix acquisition as the Final Closing and seeking to rescind the acquisition transaction.