Item 3.02 Unregistered Sales of Equity Securities.
The relevant information in Item 5.02 on this Current Report on Form 8-K,
regarding the Stock Options is incorporated herein by reference. The shares of
common stock underlying the Stock Options were not registered under the
Securities Act of 1933, as amended (the "Securities Act") but qualified for
exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The
securities were exempt from registration under Section 4(a)(2) of the Securities
Act because the issuance of such securities by Conversion Labs, Inc. (the
"Company") did not involve a "public offering," as defined in Section 4(a)(2) of
the Securities Act, due to the insubstantial number of persons involved in the
transaction manner of the issuance, and number of securities issued. The Company
did not undertake an offering or issuance in which it issued a high number of
securities to a high number of persons. In addition, Mr. Puopolo had the
necessary investment intent as required by Section 4(a)(2) of the Securities Act
since he agreed to, and received, securities bearing a legend stating that such
securities are restricted pursuant to Rule 144 of the Securities Act. This
restriction ensures that these securities would not be immediately redistributed
into the market and therefore not be part of a "public offering." Based on an
analysis of the above factors, the Company has met the requirements to qualify
for exemption under Section 4(a)(2) of the Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Medical Officer
On January 11, 2021 (the "Effective Date"), the board of directors (the "Board")
of Conversion Labs, Inc. (the "Company") appointed Dr. Anthony Puopolo as the
Company's Chief Medical Officer (the "Appointment").
Anthony Puopolo, age 49
Doctor Anthony D. Puopolo II, combines over 20 years of experience in medicine
and wellness. In 2018 he founded Alpha Medical Group, where he serves as
president to present. From September 2019 to December 2020, he served as a staff
physician at Teledoc. From July 2017 to December 2020, he served as a regional
medical director at Swift MD. In January 2014 he founded the Integrative
Wellness Medical Group, where he remained until May 2017. From August 2010 to
May 2017, he served as a partner staff physician at Sharp-Rees Stealy Medical
Group ("Sharp-Rees"). From September 2008 to July 2010, he served as afloat
physician at Sharp-Rees. From September 2005 to August 2008, he served at the
mental health clinic of the 121st General Hospital in South Korea, first as a
chief of outpatient and medical director of alcohol treatment center, then as
chief of inpatient at the psychiatric ward. From September 2004 to August 2005,
he served as a staff physician and chief of outpatient at the mental health
clinic at the U.S. military base of Camp Casey in South Korea. He has an
undergraduate degree from Tufts University and a Medical Degree from Boston
University School of Medicine.
The Board believes that Mr. Puopolo's experience in the medicine and wellness
industries makes him ideally qualified to help lead the Company towards
continued growth and success.
In connection with the Appointment, Mr. Puopolo entered into an Employment
Agreement (the "Employment Agreement") with the Company. The Employment
Agreement is for an indefinite term and may be terminated with or without cause.
Mr. Puopolo will receive an annual base salary of $300,000.00 and shall be
eligible to earn a performance bonus in such amount, if any, as determined in
the sole discretion of the Board. Pursuant to the Employment Agreement, Mr.
Puopolo was granted a Stock Option to purchase up to 200,000 shares of the
Company's common stock (the "Stock Options"). 5,555 of the Stock Options shall
vest in equal monthly tranches, based on the passage of time, over the 30 months
following the approval of the Effective Date, with the remaining 5,575 Stock
Options scheduled to vest on January 11, 2024. Upon termination of Mr. Puopolo
without cause, the Company shall pay or provide to Mr. Puopolo severance pay
equal to his then current monthly base salary for four months from the date of
termination, during which time Mr. Puopolo shall continue to receive all
employee benefits and employee benefit plans as described in the Employment
Agreement. As a full-time employee of the Company, Mr. Puopolo will be eligible
to participate in all of the Company's benefit programs.
Item 5.02 of this Current Report on Form 8-K contains only a brief description
of the material terms of and does not purport to be a complete description of
the rights and obligations of the parties to the Employment Agreement, and such
descriptions is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is filed herewith as Exhibits 10.1.
Item 8.01 Other Events.
On January 11, 2021, the Company issued a press release announcing the
Appointment. A copy of the press release is filed hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
Exhibit No. Exhibit
10.1 Employment Agreement, dated January 11, 2021, by and between
Conversion Labs, Inc. and Anthony Puopolo
99.1 Press Release, dated January 11, 2021
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