Item 5.02. Departure of Directors or certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2022, the Board of Directors of Novelstem International Corp.
(the "Company") elected Mr. Jan Loeb, its current chairman, as Executive
Chairman and Principal Executive Officer and Christine Jenkins as its Chief
Financial Officer and Secretary. Prior to serving as the Company's Chief
Financial Officer, Ms. Jenkins served as the Company's outside consultant since
March 2022 in which she provided the Company with certain financial services.
Mr. Loeb, 63, has more than 40 years of business, money management and
investment banking experience. He has served as Chairman of the Company's Board
since July 2018. He has been the Managing Member of Leap Tide Capital Management
LLC since 2007 and has served as President and CEO of Acorn Energy, Inc. since
January 2016 and as a Director since August 2015. He has been a Director of
Keweenaw Land Association, Ltd. From 2005 to 2007, Mr. Loeb was President of
Leap Tide's predecessor, formerly known as AmTrust Capital Management Inc. He
served as a Portfolio Manager of Chesapeake Partners from February 2004 to
January 2005 and as Managing Director at Jefferies & Company, Inc. from 2002 to
2004. From 1994 to 2001, he served as Managing Director at Dresdner Kleinwort
Wasserstein, Inc. (formerly Wasserstein Perella & Co., Inc.). Mr. Loeb was a
Lead Director of American Pacific Corporation from 2013 to 2014 and a director
from 1997 to 2014. He also served as an Independent Director of Pernix
Therapeutics Holdings Inc. (formerly, Golf Trust of America, Inc.) from 2006 to
2011 and as a Director of TAT Technologies, Ltd. from 2009 to 2016.
In May 2022, the Company entered into an agreement with Jan Loeb and Jerry
Wolasky, another member of the Board, which was amended in July 2022, pursuant
to which the Company could borrow up to an aggregate of $600,000 for working
capital needs. This agreement provides for funding through January 31, 2024,
provides for interest at a rate of 8% per annum and matures the earlier of
January 31, 2024 or 20 months from the date of the first funded amount unless
the lenders agree to extend the due date at that time. As of the date of this
Current Report on Form 8-K, the Company has drawn down $200,000 under the
aforementioned agreement.
Mr. Loeb also participated in the Company's June 2018 financing in which he
purchased 1,000,000 shares of common stock for an aggregate purchase price of
$100,000 and in the Company's June 2020 financing in which he purchased
1,500,000 shares of common stock for an aggregate purchase price of $150,000. As
part of the terms of such investment, in November 2021, the Company issued Mr.
Loeb an additional 270,270 shares of common stock as a result of certain
contingent assets not being realized.
Ms. Jenkins, 59, has over thirty-five years of experience in public accounting,
including audit, consulting and corporate tax. Ms. Jenkins is currently serving
as a consultant providing audit and accounting consultation to publicly traded
and large privately held companies. From 2010 to 2018 Ms. Jenkins was an audit
partner with Cherry Bekaert, LLP. Prior to Cherry Bekaert, from 1995 to 2010,
Ms. Jenkins was a partner in a local accounting firm in Atlanta, GA. Prior
experience included audit and tax positions in public accounting firms. Ms.
Jenkins is paid on an hourly basis.
Except as disclosed herein, there are no arrangements or understandings with Mr.
Loeb or Ms. Jenkins and any other person pursuant to which he or she was
appointed to their respective positions. There are no family relationships
between either Mr. Loeb or Ms. Jenkins and any director or executive officer of
the Company, and, except as disclose herein, neither Mr. Loeb nor Ms. Jenkins is
a party to a related party transaction within the meaning of Item 404(a) of
Regulation S-K.
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NOVELSTEM INTERNATIONAL CORP. 
