Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 14, 2022, William F. Donovan, M.D. and Peter L. Dalrymple tendered
their resignations as members of the Board of Directors of Spine Injury
Solutions, Inc. (the "Company"). Dr. Donovan and Mr. Dalrymple have advised the
Company that their resignations were not the result of any disagreement with the
Company on any matter relating to its operation, policies (including accounting
or financial policies) or practices.
Following the resignations of Dr. Donovan and Mr. Dalrymple, the Board appointed
Robert J. Brilon who is the Company's Chief Financial Officer as a member of the
Company's Board of Directors.
Mr. Brilon has served as the Company's Chief Financial Officer since October 1,
2021. He also has served as Chief Financial Officer for Iveda Solutions, Inc.
(NASDAQ: IVDA) since December 2013. He was also Iveda's President from February
2014 to July 2018 and Treasurer from December 2013 to July 2018 and was
appointed Treasurer again on December 15, 2021. Mr. Brilon served as Iveda's
Executive Vice President of Business Development from December 2013 to February
2014 and as Iveda's interim Chief Financial Officer and Treasurer from December
2008 to August 2010. Mr. Brilon joined New Gen Management Services, Inc. in July
2017 as the CFO (subsequently becoming President and CFO of New Gen in July
2018). Mr. Brilon was the President, Chief Financial Officer, Corporate
Secretary, and Director of both Vext Science, Inc and New Gen until he resigned
in February 2020. Mr. Brilon served as Chief Financial Officer and Executive
Vice President of Business Development of Brain State Technologies, a brainwave
optimization software licensing and hardware company, from August 2010 to
November 2013. From January 2010 to August 2010, Mr. Brilon served as Chief
Financial Officer of MD Helicopters, a manufacturer of commercial and light
military helicopters. Mr. Brilon also served as Chief Executive Officer,
President, and Chief Financial Officer of InPlay Technologies (NASDAQ: NPLA),
formerly, Duraswitch (NASDAQ: DSWT), a company that licensed patented electronic
switch technology and manufactured digital pen technology, from November 1998 to
June 2007. Mr. Brilon served as Chief Financial Officer of Gietz Master Builders
from 1997 to 1998, Corporate Controller of Rental Service Corp. (NYSE: RRR) from
1995 to 1996, Chief Financial Officer and Vice President of Operations of
DataHand Systems, Inc. from 1993 to 1995, and Chief Financial Officer of
Go-Video (AMEX:VCR) from 1986 to 1993. Mr. Brilon is a certified public
accountant and practiced with several leading accounting firms, including
McGladrey Pullen, Ernst and Young and Deloitte and Touche. Mr. Brilon holds a
Bachelor of Science degree in Business Administration from the University of
Iowa.
On April 19, 2022, the Company and Mr. Brilon entered into an Independent
Contractor Agreement whereby Mr. Brilon (the "Independent Contractor Agreement")
agreed to serve as the Chief Financial Officer of the Company and shall have
such duties and authorities consistent with such position as are customary for
the position of chief financial officer of a company of the size and nature of
the Company, and such other duties and authorities as shall be reasonably
determined from time to time by the Board of Directors of the Company consistent
with such position and to serve as an officer of any subsidiary of the Company
as may be reasonably requested from time to time by the Board of Directors. In
addition, Mr. Brilon agreed to serve as a member of the Company's Board of
Directors. The Independent Contractor Agreement may be terminated by either
party on 15 days prior written notice without cause or five days after written
notice in the event of a breach of the agreement by either party.
Mr. Brilon also signed a Proprietary Information and Inventions Agreement
whereby he agreed that any proprietary information developed during the term of
his service will be owned by the Company and that such information will be held
in strict confidence and not disclosed to anyone outside the Company. In
addition, Mr. Brilon agreed to, during the term of his service to the Company,
refrain from engaging in or assisting anyone from engaging in any activity that
is competitive with or similar to the business or proposed business of the
Company and from soliciting any employees or consultants to the Company during
the term of his engagement and thereafter for a period of one year from leaving
or terminating their engagement with the Company.
As Compensation for Mr. Brilon's service to the Company, the Company awarded him
4,635,720 shares of Common Stock which vest 25% on each April 18 commencing on
April 18, 2023 so long as Mr. Brilon is providing services to the Company or one
of its subsidiaries.
The Company confirms that (1) there is no family relationship between Mr. Brilon
and any director or executive officer of the Company, (2) there was no
arrangement or understanding between Mr. Brilon and any other person pursuant to
which he was elected to his position with the Company, and (3) there is no
transaction between Mr. Brilon and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
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Item 8.01 Other Events.
On April 14, 2022, the Company appointed Roy Bao as its Chief Technology
Officer. In this role, Mr. Bao will develop a plan to implement the Company's
Bitech Intellisys-8 technology in order to deploy it to operators of
cryptocurrency miners and data centers, define a new product roadmap, introduce
additional revenue sources, recruit and lead a planned engineering taskforce and
develop new product lines for the Company with a focus in cryptocurrency mining
and data centers.
Mr. Bao has deep technical knowledge in Green Energy fields with a record of
managing complex engineering projects and demonstrated leadership in
facilitating, structuring, negotiating, and bringing complex technical issues to
closure including projects involving production and storage of clean,
cost-effective power solutions designed to increase energy efficiency. Mr. Bao
has been an entrepreneur, developer and manager with companies such as Cisco
Systems, Fujitsu Network Communications, Alcatel Network Systems, among others
for more than 30 years. Mr. Bao received a Bachelor of Science in Electrical
Engineering, Summa Cum Laude, and a Master of Science in Electrical Engineering
both from the University of Texas.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:
Exhibit No. Description
10.1† Form of Independent Contractor Agreement.
10.2† Form of Proprietary Information and Inventions Agreement.
10.3† Form of Restricted Stock Agreement.
17.1 Resignation Letter of William F. Donovan, M.D. dated April 14,
2022.
17.2 Resignation Letter of Peter L. Dalrymple dated April 14, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
† Includes management contracts and compensation plans and arrangements
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