Item 1.01 Entry into a Material Definitive Agreement.
The description of the Offer Letter defined and discussed below under Item 5.02
is incorporated by reference into this Item 1.01in its entirety.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (c)
On February 17, 2022, the Board of Directors of American International Holdings
Corp. (the "Company", "we", or "us") approved and ratified the appointment of
Dr. Craig Hewitt as Chief Financial Officer ("CFO"), Principal Financial Officer
and Principal Accounting Officer of the Company, effective the day following the
filing of the Company's Form 10-K. As a result of such appointment, effective
the day after filing the Company's Form 10-K, Mr. Jacob Cohen, the Company's
current Chief Executive Officer and President will cease serving as Principal
Financial Officer and Principal Accounting Officer of the Company, but will
continue as the Principal Executive Officer of the Company.
Dr. Hewitt has no familial relationships with any executive officer or director
of the Company and there are no familial relationships between any executive
officer or director of the Company. Dr. Hewitt is not party to any material
plan, contract or arrangement (whether or not written) with the Company, other
than as described below, and there are no arrangements or understandings between
Dr. Hewitt and any other person pursuant to which they were selected to serve as
an officer of the Company, nor are they a participant in any related party
transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
Dr. Hewitt will be eligible to participate in the Company's 2021 Equity
Incentive Plan in effect and as amended from time to time, as described in the
Company's information statement on Schedule 14C for its 2021 Annual Meeting of
Shareholders filed with the Securities and Exchange Commission on August 2,
2021.
Dr. Hewitt's biographical information is included below:
Dr. Hewitt, age 54, has nearly 20 years of experience serving in executive
management and leadership roles for companies in the health services and
business services sectors. Between November 2015 and November 2021, Dr. Hewitt
served as Chief Financial Officer of Holston Medical Group, an independent
physician group of over 220 primary care physicians, specialists and mid-level
providers with over 1,000 employees. Dr. Hewitt was a co-founder of, and Chief
Executive Officer of, Legacy Financial Partners, a business services provider,
between 2010 and 2015. From 2005 to 2009, Dr. Hewitt served as Chief Operating
Officer and Interim Chief Executive Officer of Surrex Solutions, a high tech
staffing company with over 600 employees and branch offices in 23 states, while
also serving as a member of Surrex's Board of Directors, Audit Committee, and
Compensation Committee. Between 2002 and 2005, Dr. Hewitt served as Chief
Financial Officer of Accupoll, Inc., a company engaged in the design,
development, and sale of electronic voting systems and related technologies,
where he was also a member Board of Directors, Audit Committee, and Compensation
Committee. From 1999 and 2002, Dr. Hewitt served as Chief Financial Officer of
Universal Broadband Networks and from 1995 to 1999, Dr. Hewitt served as Chief
Financial Officer of Compreview, Inc.
In 2021, Dr. Hewitt received his Ph.D in Health Science from Trident University,
in Cypress California, where he also earned a Master's degree in Healthcare in
2017. Dr. Hewitt received a Master's degree in Business Administration from
Western Governors University in Salt Lake City, Utah, in 2015 and a Bachelor's
degree in Business Administration from California State University, Fullerton in
1990.
Dr. Craig Hewitt Offer Letter
On February 11, 2022, and effective the day after the Company files its Form
10-K, the Company entered into a Confidential Employment Offer Letter and
Summary of Terms and Conditions with Dr. Hewitt, in anticipation of his
appointment as an officer of the Company (the "Offer Letter").
Pursuant to the Offer Letter, Dr. Hewitt agreed to serve as Chief Financial
Officer ("CFO") of the Company. In his role as CFO Dr. Hewitt's responsibilities
include, but are not limited to, (i) creating, coordinating, and evaluating the
financial programs and supporting information systems of the Company to include
budgeting, tax planning, and conservation of assets; (ii) assisting the Company
by providing all information necessary in connection with the Company's plan to
have its common stock listed on NASDAQ; (iii) creating investment related
documentation and presenting to prospective investors for both debt and equity
financings; (iv) developing an organizational chart and layout for the Company;
(v) assisting in the hiring and development of key individuals across the
Company and its subsidiaries; (vi) directing financial audits and providing
recommendations for procedural improvements; (vii) approving and coordinating
changes and improvements in automated financial and management information
systems for the Company; (viii) ensuring compliance with local, state, and
federal budgetary reporting requirements; (ix) coordinating the preparation of
financial statements, financial reports, tax returns, special analyses, and
information reports; (x) developing and implementing finance, accounting,
billing, and auditing procedures; (xi) establishing and maintaining appropriate
internal control safeguards; (xii) interacting with other managers to provide
consultative support to planning initiatives through financial and management
information analyses, reports, and recommendations; (xiii) ensuring records
systems are maintained in accordance with generally accepted auditing standards;
(xiv) developing and directing the implementation of strategic business and/or
operational plans, projects, programs, and systems; (xv) reviewing, analyzing,
and structuring all potential M&A activity for the Company; (xvi) analyzing cash
flow, cost controls, and expenses to guide business leaders; (xvii) analyzing
financial statements to pinpoint potential weak areas; (xviii) establishing and
implementing short and long-range departmental goals, objectives, policies, and
operating procedures; (xix) serving on planning and policy-making committees;
and (xx) representing the Company externally to media, government agencies,
funding agencies, and the general public.
In consideration for performing such services, which require that Dr. Hewitt
allocate his full business efforts to the Company, the Company agreed to pay Dr.
Hewitt a starting salary of $4,000 per month ($48,000 per year), which will be
increased to $120,000 if and when the Company achieves a successful uplisting of
its common stock to a national exchange (NASDAQ or NYSE). Additionally, Dr.
Hewitt will be eligible to participate in other performance base incentives,
benefits, employee stock option plans of the Company, including the 2021 Equity
Incentive Plan. Dr. Hewitt will initially work remotely from his home in
Tennessee but may be required to relocate to the Dallas-Fort Worth area upon the
Company's common stock being listed on a national exchange. Dr. Hewitt's offer
letter also contains customary confidentiality terms.
The foregoing summary of the material terms of the Offer Letter above is not
complete and is qualified in its entirety by reference to the full text thereof,
a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference
in this Item 5.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1* Confidential Employment Offer Letter and Summary of Terms and
Conditions dated February 11, 2022, by and between American
International Holdings Corp. and Craig Hewitt
104 Inline XBRL for the cover page of this Current Report on Form 8-K
* Filed herewith.
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