Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 17, 2022, Michael Kraft resigned as President of The Coretec
Group Inc. (the "Company"). Following Mr. Kraft's resignation, which was not as
a result of any disagreements with the Company's management, he will serve as
Advisor to the Board commencing on October 14, 2022.
On October 14, 2022, Matthew Hoffman, Chief Financial Officer of the Company,
was appointed as Chief Operating Officer of the Company. As CFO, Mr. Hoffman
manages organizational growth, financial reporting, modeling, and system
development. Mr. Hoffman has worked with early-stage, high growth businesses for
the past 15 years in financial and operational capacities. His start-up
experiences produced 30-40% annual growth through acquisition, first as the
Controller at Adaptive Materials (AMI), a portable power development and
manufacturing company, acquired by Ultra Electronics. He also served as CFO of
MI Bioresearch (MI Bio), a CRO for pre-clinical drug discovery, who was acquired
by Covance (LabCorp). Prior to working for startups, Mr. Hoffman began his
professional career in public accounting at Weidmayer, Schneider, Raham &
Bennett. He holds a Bachelor of Business Administration degree from Western
Michigan University, a license as a Certified Public Accountant in the State of
Michigan, and a Secret level (inactive) DoD clearance.
In connection with Mr. Hoffman's appointment as COO, the Company entered into an
employment agreement ("Employment Agreement") with Mr. Hoffman. Pursuant to the
Employment Agreement, Mr. Hoffman will receive an annual base salary of
$200,000. Mr. Hoffman will also be eligible for an annual incentive bonus, with
a target payout of twenty percent (20%) of his then-current base salary,
beginning with the Company's 2023 fiscal year, upon meeting objectives set by
the board of directors. The Employment Agreement further provides that upon
execution of the Employment Agreement, the Company will grant to Mr. Hoffman
options to purchase 5,000,000 fully vested shares of the Company's common stock.
The foregoing description of the Employment Agreement is qualified by reference
to the full text of the Employment Agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Incentive Compensation Grants
In addition to the option granted to Mr. Hoffman, on October 14, 2022, the
Company granted five-year Options to members of the Company's management,
employees and consultants, as incentive compensation. The Company granted the
following Options: (i) 7,000,000 Options to Matthew Kappers, (ii) 3,000,000
Options to Victor F. Keen, (iii) 3,000,000 Options to Simon Calton, and (iv) an
aggregate of 6,000,000 Options to employees and consultants of the Company.
Item 7.01. Regulation FD Disclosure.
On October 18, 2022, the Company issued a press release announcing that Mr.
Matthew Hoffman, the Company's current Chief Financial Officer, will be taking
on the additional role of Chief Operating officer. A copy of the press release
is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information under
this item shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing. This report will not be deemed an admission as to the materiality of any
information required to be disclosed solely to satisfy the requirements of
Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement dated October 14, 2022
99.1 Press Release, issued on October 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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