Item 5.02-Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director or Officer
On November 29, 2021, the Board of Directors accepted the resignation of Mr.
Merle Ferguson as Chief Executive Officer and President, effective November 30,
2021. Mr. Ferguson remains Chairman of the Board of Directors of BioForce
Nanoscience, Inc.
Mr. Ferguson's decision to resign was not the result of any dispute or
disagreement with the Company or any matter relating to the Company's operation,
policies (including accounting or financial policies) or practices.
Election or Appointment of Officer or Director
On November 29, 2021, the Board of Directors (the "Board") of BioForce
Nanosciences Holdings, Inc. (the "Company") appointed both Mr. Steve Gagnon and
Mr. John LaViolette as Co-Chief Executive Officers (Co-CEOs), effective November
30, 2021.
In addition, on November 29, 2021, the Board of Directors of BioForce
Nanosciences Holdings, Inc. appointed Sasha Shapiro as President, effective
November 30, 2021.
John LaViolette is the Co-Founder and Co-CEO of Element International Inc, and
Co-CEO and Director of Element Global, Inc. The stock of Element Global trades
on the OTC Markets Pink, no information expert market. Mr. LaViolette was also a
senior partner in the entertainment law firm of Bloom, Hergott, Diemer,
Rosenthal, LaViolette, Feldman, Schenkman & Goodman LLP. He has deep
relationships with all major Hollywood studios and networks and has represented
a vast number of "A-list" actors, writers, and directors. The Board reviewed Mr.
LaViolette's background and it considers him as qualified to fill this position,
due to his extensive business experience and work with public companies.
Steven Gagnon is the Co-Founder and Co-CEO of Element International Inc., and is
Director, Co-CEO and COO of Element Global, Inc. The stock of Element Global
trades on the OTC Markets Pink, no information expert market. Mr. Gagnon has a
20-year history in media in the financing and production of film, television and
music videos. Mr. Gagnon served as President of the sports group of Madison
Sports and Entertainment Group, Inc., and worked as a supervisor in the offshore
oil and construction industry for International Underwater Contractors. The
Board reviewed Mr. Gagnon's background and it considers him as qualified to fill
this position, due to his extensive business experience and work with public
companies.
Sasha Shapiro is President and Director of Element Global, Inc. and Vice
Chairman and President of Element Media Group. The stock of Element Global
trades on the OTC Markets Pink, no information expert market. Mr. Shapiro is
Managing Director of Media Content Capital, a private equity fund focused on
investments in early/medium-stage media, internet, and entertainment companies.
He has held senior management positions at Warner Bros Studios and Pacifica
Ventures and has served as a producer on films including Fury, Sabotage, Fading
Gigolo, Dirty Grandpa, Rock the Kasbah, Naked and Ophelia. He sits on the Board
of Directors of Sonifi Solutions, QED International, Covert Media and VR
MediaTech. The Board reviewed Mr. Shapiro's background and it considers him as
qualified to fill this position, due to his extensive business experience and
work with public companies.
-2-
Financial Item 9.01 -Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Shell company transactions. Not applicable.
(d) Exhibits.
Number Description
17.1+ Resignation letter - Mr. Merle Ferguson
+Filed herewith
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