Item 1.01 Entry into a Material Definitive Agreement.
Employment Agreement with New General Counsel and Chief Compliance Officer
The response to Item 5.02 relating to the hiring of Carlos H. Arce as the
Registrant's full time general counsel and chief compliance officer is hereby
incorporated by reference. On October 5, 2021, the Registrant entered into an
employment agreement with Mr. Arce, a copy of which is filed as exhibit 10.01 to
this current report (the "Employment Agreement"). Pursuant to the terms of such
employment agreement, Mr. Arce will serve as the Registrant's as the chief legal
and compliance officer. He will supervise all of the Registrant's legal affairs
and be responsible for implementation compliance plans approved by the board of
directors and for assuring compliance by the Registrant and the Registrant
personnel with all applicable laws, holding office as a corporate vice president
and as the Registrant's corporate secretary. He will be subject to all duties
and responsibilities associated with the position of chief legal and compliance
officer, subject to such limitations or specifications imposed by the
Registrant's board of directors. He will also serve in such capacities for most
of the Registrant's subsidiaries. Notwithstanding his full time obligations to
the Registrant, Mr. Arce will be permitted to serve as a director of other
public, private or governmental corporations, with or without compensation
therefrom, and is in fact, urged to do so provided that in the event of any
conflicts of interest with his duties to the Registrant, his duties to the
Registrant will prevail (absent specific waiver on a case by case basis by the
Registrant's board of directors). The term of the employment agreement is three
years with automatic annual renewals thereafter unless one of the parties
notifies the other on a timely basis of its intention not to renew. It contains
strict confidentiality and non-competition provisions. Mr. Arce's compensation
will be as follows:
· Mr. Arce will be entitled to a signing bonus of $25,000 from proceeds of the
Limited Offering of the Registrant securities being effected in reliance on
Commission Rule 506(b), payable within 15 business days following initial
closing on such Limited Offering;
· Mr. Arce will be entitled to a base monthly salary, payable in arrears, of
$12,500 accruing until initial closing on the Limited Offering of the
Registrant securities being effected in reliance on Commission Rule 506(b);
· Mr. Arce will be entitled to share with the Registrant's other senior
executives approved by the board of directors in an annual cash bonus plan in
an aggregate amount equal to 3% of the Registrant's net, after tax profits,
payable within 15 business days following the filing of the Registrant's annual
report on Commission Form 10-K, based on the audited financial disclosure
contained therein, to be allocated among such officers in accordance with
criteria established by Ms. Fordham and ratified by the Board of Directors;
· Mr. Arce will be entitled to participate in the Registrant's qualified
incentive equity compensation stock option plans with other senior executives
entitling them, in the aggregate, to options to acquire designated Registrant
securities with an aggregate market value on the grant date (which will
coincide with the end of the Registrant's fiscal year but will be determined on
the date of filing of the Registrant's annual report on Commission Form 10-K,
based on the audited financial disclosure contained therein), equal to 10%
percent of the Registrant's after tax profits for the subject year, to be
allocated among such officers in accordance with criteria established by Ms.
Fordham and ratified by the Board of Directors; and
· Mr. Arce will be entitled to expense reimbursement, including reimbursement for
expenses on licenses, legal malpractice insurance, and other itemized eligible
business expense including travel, lodging and entertainment, based on approval
by Ms. Fordham, subject to ratification by the board of directors.
The foregoing information is qualified in its entirety by the information
contained in the Employment Agreement.
Item 5.02 Departure of Directors or Certain O?cers; Election of Directors;
Appointment of Certain O?cers; Compensatory Arrangements of Certain
O?cers.
The response to Item 101 is hereby incorporated by reference.
In conjunction with the Registrant's plan to revise and improve its management
disclosed in the Registrant's annual report on Form 10-K for the fiscal year
ended October 31, 2020 and in order to provide the leadership the Registrant's
board of directors believes the Registrant requires, the Registrant has hired
Carlos H. Arce, Esquire, as a full time general counsel and chief compliance
officer and has also elected him to replace Thomas Jaspers as the Registrant's
corporate secretary.
As of the date of this current report, Mr. Arce does not, directly or
indirectly, own any of the Registrant's securities, a situation which is
expected to change soon as Mr. Arce is one of the owners of Glades Medical
Centers of Florida, LLC, and Primary Medical Physicians, LLC., Florida limited
liability companies which the Registrant is negotiating to acquire before
November 30, 2021.
The following information is summarized from Mr. Arce's most recent bio provided
to the Registrant:
A native of South Florida, Mr. Arce is an attorney and healthcare business
executive with experience in the following legal fields: healthcare regulatory
compliance, privacy and data breach, telemedicine, corporate healthcare, direct
contracting entities, healthcare network formation, healthcare fraud and abuse,
managed care, Medicare advantage, Medicare and Medicaid reimbursement issues,
healthcare mergers and acquisitions and complex commercial litigation. Most
recently, Mr. Arce served as a Partner with Lubell Rosen in Fort Lauderdale,
Florida, where he represented clients in many different healthcare-related legal
matters, including multi-million-dollar acquisitions. Mr. Arce also recently
served as chief executive officer and general counsel of Primary Medical
Physicians LLC, a Florida limited liability company he helped found. Prior to
such roles, Mr. Arce served as an associate attorney for Flanagan Maniotis
Berger Ryan in West Palm Beach, Florida, where he represented clients in bodily
injury cases.
Mr. Arce earned a Bachelor of Arts in History with a Minor in Communications
from Florida International University, and a Juris Doctor from Nova Southeastern
University, with a Concentration in Health Law. Mr. Arce is admitted to the
Florida Bar, the D.C. Bar, and the U.S. District Court of the Southern District
of Florida and is a member of the American Bar Association, the Cuban American
Bar Association, the Broward County Bar Association, the Palm Beach County Bar
Association, and the Republican National Lawyers Association. He is involved in
the Young Lawyers Division of the Florida Bar, the Florida Bar Health Law
Section, the Health Care Compliance Association and the America Health Lawyers
Association.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit No. Description
10.01 Senior Executive Employment Agreement entered into between
the Registrant and Carlos H. Arce, Esquire
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