Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory
Arrangements of Certain Officers.
On September 7, 2018, the Company’s Board
of Directors (the “Board”) announced the appointment of Mr. James Renna, Dr. Thomas Gill and Mr. Gary Augusta (“New
Directors”) to the Board, effective as of October 1, 2018.
Mr. Renna has been the CEO of Capital Leaps,
an operations and advisory middle private equity firm since 2013. He is a senior private equity executive with experience in financial
and operations management, mergers and acquisitions, fund raising, portfolio management and investor relations across a variety
of industries including healthcare services, biotech, pharmaceutical, manufacturing, energy and media. Mr. Renna served from 2010-2013,
as Executive Vice President and Chief Financial Officer at Steward Health Care System, LLC where his management responsibilities
include controller, corporate finance, reimbursement, supply chain and decision support. Mr. Renna holds a BS from Princeton University
and an MBA from Duke University.
Dr. Thomas Gill has been Chairman of Orthopedic
Surgery for Steward Healthcare Network since 2014, Professor of Orthopaedic Surgery at Tufts University School of Medicine, and
Director of the Boston Sports Medicine and Research Institute since 2014. Dr. Gill has served as Medical Director for the Boston
Red Sox, Head Team Physician for the New England Patriots and Team Physician for the Boston Bruins. He is a fellow of the American
Association of Orthopaedic Surgeons; a member of the American Orthopaedic Society for Sports Medicine; has been a member of the
Team Physician Societies of the Major League Baseball organization, the National Football League, and the National Hockey League;
and was elected to the Herodicus Society and the American Orthopedic Association.
Mr. Renna and Dr. Gill are the Designated Directors
of Steward Healthcare Systems, LLC, in accordance with the Stock Purchase Agreement dated February 6, 2018.
Mr. Gary Augusta has over 25 years of experience
in healthcare and other innovative sectors including leadership roles in mergers and acquisitions, capital markets and investments,
strategic planning, corporate partnerships, and as a public company Board Director. Mr. Augusta is currently on the Board of Directors
of Apollo Medical Holdings, Inc. and has had that position since March 2012. Previous roles at Apollo Medical include President,
Executive Chairman and Consultant. Mr. Augusta also currently serves as President of Flacane Advisors focusing on healthcare and
technology advisory and investments. Mr. Augusta served as President of SpaGus Ventures and SpaGus Capital Partners focusing on
healthcare and technology investments and advisory services. Additionally, Mr. Augusta was President and CEO of OCTANe, an innovation
development company. As a Corporate Officer at Fluor, Inc., a Fortune 500 company, Mr. Augusta focused on Corporate Development
and M&A. AT Kearney, a leading global consulting firm, benefited from Mr. Augusta’s experience as a Consultant and Principal.
Mr. Augusta earned a BS in Mechanical Engineering from the University of Rhode Island and a Master of Science and Management (MSM)
from Georgia Institute of Technology (Georgia Tech).
There are no family relationships between
the New Directors and any director or other executive officer of the Company nor are there any transactions between the New Directors
or any member of her 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.
On September 7, 2018, the Company issued a press release
announcing the appointment of the New Directors to the Board. A copy of the press release is filed with this Form 8-K as Exhibit
99.1.