Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On December 12, 2019, Carl Rausch resigned as a member of the Board of Directors
and as an executive officer of Boston Therapeutics, Inc. (the "Company"). The
resignation is not as a result of any disagreement between Mr. Rausch and the
Company. The Company intends to engage Mr. Rausch as a pharma consultant to
address the next phase of the Company's broader clinical development.
On January 10, 2020, Conroy Cheng was appointed by the Company to serve as the
Interim Chief Executive Officer and Interim Chief Financial Officer of the
Company.
There is no understanding or arrangement between Mr. Cheng and any other person
pursuant to which he was appointed as an executive officer and
director. Mr. Cheng does not have any family relationship with any director,
executive officer or person nominated or chosen by us to become a director or an
executive officer. Except as set forth below, Mr. Cheng has not had direct or
indirect material interest in any transaction or proposed transaction, in which
the Company was or is a proposed participant, exceeding $120,000. Conroy
Chi-Heng Cheng is a director of the Company and a director of Advance
Pharmaceutical Company ("Advance Pharmaceutical"), a Hong Kong-based,
privately-held company. On June 24, 2011, prior to his election to the Company's
Board, the Company entered into a definitive Licensing and Manufacturing
Agreement (the "Agreement") with Advance Pharmaceutical. Under terms of the
Agreement, the Company manufactures and supplies product in bulk for Advance
Pharmaceutical. Advance Pharmaceutical is responsible for the packaging,
marketing and distribution of SUGARDOWN®, in in Hong Kong, China and Macau. In
November 2014, we agreed to expand their marketing agreement to include 12
additional countries: Korea, Taiwan, Singapore, Thailand, Malaysia, Vietnam,
Philippines, Myanmar, Indonesia, Laos, Brunei and Cambodia. In March 2015, we
agreed to expand their marketing agreement to include Japan. Advance
Pharmaceutical will also have rights to develop and manufacture SUGARDOWN®, for
commercial sale in these countries, subject to establishment of quality
assurance and quality control standards set forth by the Company. The Agreement
provides that Advance Pharmaceutical will pay royalties to the Company for
SUGARDOWN®,) and related products developed by the Company and a reduced royalty
rate for products based on the Company's intellectual property and developed by
Advance Pharmaceutical. Revenue generated through this agreement for the years
ended December 31, 2018 and 2017 were royalties of $0 and sales of $7,380,
respectively. Advance Pharmaceutical, through a wholly owned subsidiary, has
purchased an aggregate 1,998,000 shares of the common stock in conjunction with
the Company's private placement offerings during the years 2013 and 2014. The
shares were purchased on the same terms as the other participants acquiring
shares in the respective offerings.
Mr. Cheng, a Director of our company since December 2013. Mr. Cheng served as
our interim Chief Executive Officer and Chief Financial Officer from March 2016
until August 12, 2016. He also serves as the Chief Executive Officer of Net Plus
Company Limited. He serves as an Executive Director of Net Plus Company Limited.
He has been an Executive Director of New World Development Co. Ltd. since June
2010. He serves as a Director of Chow Tai Fook Enterprises Limited. He served as
an Independent Non-executive Director of Hong Kong Energy Holdings Limited
(alternate name JIC Technology Co. Ltd. & China Renewable Energy Investment
Limited) from July 2002 to May 2007. Mr. Cheng has a Bachelor of Arts degree
majoring in Economics from the University of Western Ontario, Ontario, Canada in
1999. Mr. Cheng also serves as a director of Advance Pharmaceutical Company,
Ltd., our marketing and distribution partner for sixteen countries in Asia. We
believe that Mr. Cheng is well qualified to serve as a member of our Board of
Directors due to his executive leadership experience and his extensive
experience with business development.
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