Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 11, 2021, the Company appointed Ms. DeAnna Hoskins pursuant to the
Company's current bylaws to its board of directors effective immediately. She
joins the board as an independent director.
Ms. Hoskins has been President and Chief Executive Officer (CEO) of
JustLeadershipUSA (JLUSA) from 2018 to present, a national non-profit dedicated
to decarcerating the prison population in the United States by educating,
elevating and empowering the people and communities most impacted by the
criminal justice system. JLUSA's work includes a focus on systemic racism and
driving, amplifying, and sustaining the kinds of policy reform that builds
thriving, sustainable and healthy communities. She was Senior Policy Advisor for
the United States Department of Justice for corrections and reentry from 2016 to
2018 where she oversaw the planning, direction, management, analysis and
allocation of the Second Chance Act and Residential Substance Abuse Treatment
programs. From 2011 to 2016, she was the Director of Reentry for the Hamilton
County Board of County Commissioners, Office of Reentry in Cincinnati, Ohio
(OH). Ms. Hoskins holds a Master of Science Degree in Criminal Justice -
University of Cincinnati, Cincinnati, OH (2009), a Bachelor of Science Degree in
Social Work - College of Mt. St. Joseph, Cincinnati, OH (2007) and is a Licensed
Clinical Addictions Counselor, Indiana Board of Behavioral Health Board.
The Board of Directors has determined that Ms. Hoskin's background and
experience will be beneficial to the Company. Ms. Hoskins has had first-hand
experience with the criminal justice system as a formerly incarcerated
individual who successfully transitioned back into community and ultimately
received a pardon from Ohio Governor Ted Strickland. Her personal history, as
well as her career thereafter working with previously incarcerated individuals,
will contribute to the enhancement of the Company's products and services that
are designed to benefit underserved communities. The Board believes that Ms.
Hoskins will contribute significantly towards the development and marketing of
these products and services to major financial institutions, credit monitoring
and reporting agencies and other potential customers of the Company.
The Board has determined that Ms. Hoskins meets the independence standards
adopted by the Board in compliance with Item 407(a) of Regulation S-K. There are
no family relationships between Ms. Hoskins and any director or other executive
officer of the Company nor are there any transactions between Ms. Hoskins or any
member of his immediate family and the Company or any of its subsidiaries that
would be reportable as a related party transaction under the rules of the United
States Securities and Exchange Commission. Further, there is no arrangement or
understanding between Ms. Hoskins and any other persons or entities pursuant to
which Ms. Hoskins was appointed as a director of the Company. Ms. Hoskins will
receive no salary or director fees and, as of the date of this Form 8-K, was
issued 294,118 shares of unregistered restricted common stock as compensation
for joining the Board. Ms. Hoskins is not a "bad actor" under Rule 506(d) of
Regulation D under the Securities Act of 1933, as amended, and has not been
involved in any legal proceedings that are required to be disclosed under Item
401(f) of Regulation S-K.
On February 11, 2021, the Company appointed Mr. Saad Soliman pursuant to the
Company's current bylaws to its board of directors effective immediately. He
joins the board as an independent director.
From July 2017 through the present, Mr. Soliman has been a founding Executive
Director of Peace By Piece Inc., a fully comprehensive social services program
that includes workforce development programming, workforce reintegration
training, cognitive behavioral therapy, holistic wrap-around services and
transitional supportive housing for the men and women returning into our
communities after any terms of incarceration, institutionalization, or recovery
from addiction. From June 2013 to July 2017, he worked at the United States
Probation Office, United States District Courts, District of Delaware, in the
capacity of Senior Reentry Specialist, Training Specialist, and Program Support
Specialist. Mr. Soliman's education includes an Associate of Science in
Business Management with Honors in 2009 from Ashworth College, and a B.A. in
Studies in Government Administration.
The Board of Directors has determined that Mr. Soliman's background and
experience will be beneficial to the Company. Mr. Soliman has had first-hand
experience with the criminal justice system as a formerly incarcerated
individual who successfully transitioned back into community and ultimately
received a pardon from Delaware Governor John Carney. His personal history, as
well as his career thereafter working with previously incarcerated individuals,
will contribute to the enhancement of the Company's products and services that
are designed to benefit underserved communities. The Board believes that Mr.
Soliman will contribute significantly towards the development and marketing of
these products and services to major financial institutions, credit monitoring
and reporting agencies and other potential customers of the Company.
The Board has determined that Mr. Soliman meets the independence standards
adopted by the Board in compliance with Item 407(a) of Regulation S-K. There are
no family relationships between Mr. Soliman and any director or other executive
officer of the Company nor are there any transactions between Mr. Soliman or any
member of his immediate family and the Company or any of its subsidiaries that
would be reportable as a related party transaction under the rules of the United
States Securities and
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Exchange Commission. Further, there is no arrangement or understanding between
Mr. Soliman and any other persons or entities pursuant to which Mr. Soliman was
appointed as a director of the Company. Mr. Soliman will receive no salary or
director fees and, as of the date of this Form 8-K, was issued 294,118 shares of
unregistered restricted common stock as compensation for joining the Board. Mr.
Soliman is not a "bad actor" under Rule 506(d) of Regulation D under the
Securities Act of 1933, as amended, and has not been involved in any legal
proceedings that are required to be disclosed under Item 401(f) of Regulation
S-K.
On February 11, 2021, the Company appointed Mr. Ernst Valery pursuant to the
Company's current bylaws to its board of directors effective immediately. He
joins the board as an independent director.
After receiving a Bachelor of Science in Urban and Regional Studies in May 2000
from Cornell University, he also received a Master of Public Administration and
International Affairs in August 2001 from the same. Mr. Valery received a
Master of Science in Real Estate Development from Columbia University in New
York in October 2004. He was a Research Affiliate in the MIT Community
Innovation Lab at Massachusetts Institute of Technology from 2015 to 2017, and a
Mel King Community Fellow from 2016 to 2018 at the same institute.
Mr. Valery's work experience includes being a principal at Stuart Alexander and
Associates, Inc. New York, NY, from 2010 to the present. At SA+A Development he
shares overall responsibility for the day-to-day operations and execution of
SA+A projects and relationships. Mr. Valery has successfully invested in and
developed real estate in Maryland; Washington, D.C.; Pennsylvania; and New York.
For the past 10 years, he has been involved with development projects ranging
from multi-tenant rental properties, single-family renovations and condominium
conversions. From 2001 to the present Mr. Valery has been a principal at Valery
Investments Corp. New York, NY. Valery Investments Corp. is a real estate
developer and investment advisor that specializes on key emerging markets in
core American cities. Through market relationships and a superior understanding
of urban planning, EVI Corp. seeks out investments such as condominium
conversions, build-to-suit single-family homes, multitenant rental properties,
and ground-up developments. EVI Corp. focuses particular attention to in-fill
redevelopments which contribute to the revitalization of communities.
The Board of Directors has determined that Mr. Valery's background and
experience will be beneficial to the Company. Having a professional background
in Urban Planning, his experience of serving underserved communities often
impacted by the criminal justice system will provide a unique perspective. The
Company's operating business, R3 Score, has wide-case business utility, which
includes the real estate sector. Mr. Valery's experience and expertise offers
the Company strategic insights as it explores potential new customers in this
vertical. Additionally, Mr. Valery will offer guidance and support in assisting
the Company in its engagements with municipalities across the U.S.
The Board has determined that Mr. Valery meets the independence standards
adopted by the Board in compliance with Item 407(a) of Regulation S-K. There are
no family relationships between Mr. Valery and any director or other executive
officer of the Company nor are there any transactions between Mr. Valery or any
member of his immediate family and the Company or any of its subsidiaries that
would be reportable as a related party transaction under the rules of the United
States Securities and Exchange Commission. Further, there is no arrangement or
understanding between Mr. Valery and any other persons or entities pursuant to
which Mr. Valery was appointed as a director of the Company. Mr. Valery will
receive no salary or director fees and, as of the date of this Form 8-K, has not
been issued common or preferred stock. Mr. Valery's company, Metropolitan
Investment Trust, LLC is the holder of a convertible note, having an outstanding
principal balance of $25,428.08 at February 1, 2021, which was assumed by R3
Score Technologies, the operating business of the Company. This note is
presently convertible into 691,168 shares of the Company's unregistered
restricted common stock. Mr. Valery is not a "bad actor" under Rule 506(d) of
Regulation D under the Securities Act of 1933, as amended, and has not been
involved in any legal proceedings that are required to be disclosed under Item
401(f) of Regulation S-K.
All director appointees have consented to serve as such and will serve until the
earlier of the next Annual Meeting of stockholders or until their successors are
elected and qualified or their death, resignation or removal.
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