Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
officers
On September 7, 2022, Optimus Healthcare Services, Inc. (the "Company")
appointed John P. Sganga as chairman of the board of directors (the 'Board") and
as chief executive officer of the Company, effective immediately. Mr. Sganga was
previously appointed as CEO and President of Clinical Research Alliance, Inc.,
the Company's wholly-owned subsidiary ("CRA"), effective June 30, 2022. Mr.
Sganga does not have any family relationship with any director, executive
officer or person nominated or chosen by us to become an executive officer or
director. There is no understanding or arrangement between Mr. Sganga and any
other person pursuant to which Mr. Sganga was selected as an executive officer
or a director. There are no transactions in which Mr. Sganga has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Sganga brings more than 35 years of healthcare leadership and experience to
the Company. Mr. Sganga founded Innovatix & Essensa (I&E), a for profit division
of the Greater New York Hospital Association (GNYHA) and, in his capacity as
President and CEO, Mr. Sganga transformed a regional post-acute group purchasing
organization into a national, preeminent organization with contract sales
exceeding $9 billion. In 2016, I&E was sold to Premier Inc., (NASDAQ:PINC),
which was the largest asset sale in the history of the GNYHA. Mr. Sganga
remained with Premier for four years, leading Premier's growth in the post-acute
market, with contract sales exceeding $22 billion per annum. After departing
Premier, Mr. Sganga joined Google X as a Senior Advisor to Project Chorus. In
this role Mr. Sganga is leading the development and commercialization of
Google's technology in the healthcare acute care marketplace. Mr. Sganga is a
board member of Pandion Health and White Plains Hospital. Mr. Sganga holds a
Master's degree in Health Services Management/Finance from the Wagner School of
Public Service at New York University.
Effective June 30, 2022, the Company and CRA into a letter employment agreement
with Mr. Sganga. Mr. Sganga's base salary with CRA is $300,000 per year and he
is eligible to receive an annual bonus from CRA of up to 50% of his base salary
per year at the discretion of the board of CRA. Mr. Sganga was also granted
options to purchase 250,000 shares of the Company's common stock, which vest in
four equal installments commencing on the date of the agreement and each
anniversary thereafter. Mr. Sganga is entitled to participate in any and all
benefit plans, from time to time, in effect for senior management, along with
vacation, sick and holiday pay in accordance with our policies established and
in effect from time to time. The agreement may be terminated by us at any time
and for any reason (or no reason), and with or without cause, provided if the
agreement is terminated without cause, we are required to provide Mr. Sganga at
least 1-day prior written notice. Mr. Sganga may terminate the agreement for any
reason (or no reason) upon 30 days prior written notice. If the employment
agreement is terminated by us without cause or if Mr. Sganga terminates his
employment for good reason, Mr. Sganga shall receive: (i) a pro-rated bonus for
the year in which such termination became effective: (ii) continued payment of
his base compensation during the 12 month period following termination; (iii)
immediate vesting of all unvested equity awards held immediately prior to his
termination date; and (iv) payment of the cost of medical insurance for a period
of 12 months following termination. The employment agreement also contains
covenants: (i) assigning all intellectual property developed by Mr. Sganga
during the employment term to us; (ii) prohibiting the executive from disclosing
confidential information regarding us; and (iii) soliciting our employees or
consultants during the term of the employment agreement and for a period of one
year thereafter.
On September 7, 2022, in connection with Mr. Sganga's appointment, Mark Wiener
resigned as CEO of the Company, effective immediately. Concurrently, with his
resignation, Mr. Wiener was appointed as President of the Company, effective
immediately. Mr. Wiener will also continue to server as a director on the
Company's Board.
On September 7, 2022, the Board approved amendments to the employment agreements
for each of Marc Wiener and Cliff Saffron pursuant to which Mr. Wiener's base
salary was increased from $180,000 to $250,000 per year and Mr. Saffron's base
salary was increased from $144,000 to $216,000 per year. The increase is
effective June 30, 2022.
On September 7, 2022, Mike Pruitt resigned as a director of the Company,
effective immediately. Mr. Pruitt's resignation as a director was not the result
of any disagreement with the Company on any matter relating to the Company's
operations, policies or practices. In addition, on September 7, 2022, Phil Scala
resigned as Chairman of the Board, effective immediately. Mr. Scala will
continue to serve as a director of the Company.
A copy of the letter employment agreement with Mr. Sganga is attached hereto as
Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. A copy of
the amendment's to the employment agreements with Mr. Wiener and Mr. Saffron are
attached hereto as Exhibits 10.2 and 10.3 to this Form 8-K and are incorporated
herein by reference. The above summary of the agreements described above does
not purport to be complete and is subject to and qualified in their entirety by
reference to the attached agreements.
On September 12, 2022, the Company issued a press release announcing the
management changes described above. The press release is attached as
Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Letter Agreement, effective June 30, 2022, between the
Company, Clinical Research Alliance, Inc. and John Sganga
10.2 Amendment to the Employment Agreement with Marc Wiener, dated
September 12, 2022
10.3 Amendment to the Employment Agreement with Cliff Saffron, dated
September 12, 2022
99.1 Press Release, dated September 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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