Item 5. Other Information
Item 5. Other Information
On May 5, 2023, in connection with a requirement for quotation on the
OTCQX markets, our Board of Directors authorized the creation of an Audit Committee. Messrs. Gregory Vizirgianakis, Stavros G. Vizirgianakis
and Joseph P. Dwyer were appointed to serve on the Audit Committee.
OTC rules require at least one independent director on the board and a
member of the audit committee upon application, and a second independent director and audit committee member must be appointed no later
than the applicant’s next shareholder meeting.
Joseph P. Dwyer was initially determined by the Board to be an independent
director on the committee, and Mr. Dwyer was identified and designated by the Board as an “audit committee financial expert,”
as defined by the SEC in Item 407 of Regulation S-K.
On October 11, 2023, we appointed Mr. Athanasios Spirakis as a member
of our Board of Directors and to serve as a member of our audit committee, as the second independent director. Mr. Stavros G. Vizirgianakis
is the third non-independent member of the audit committee. Mr. Gregory Vizirgianakis is not serving on the audit committee.
12
Table of Contents
Item 6. Exhibits
Exhibit
Number
Description
of Exhibit
31.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS**
XBRL
Instance Document
EX-101.SCH**
XBRL
Taxonomy Extension Schema Document
EX-101.CAL**
XBRL
Taxonomy Extension Calculation Linkbase
EX-101.DEF**
XBRL
Taxonomy Extension Definition Linkbase
EX-101.LAB**
XBRL
Taxonomy Extension Labels Linkbase
EX-101.PRE**
XBRL
Taxonomy Extension Presentation Linkbase
** XBRL (Extensible Business
Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections
11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and otherwise is not subject to liability under these sections.
13
Table of Contents
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Medinotec, Inc.
Date: October 13, 2023
By:
/s/ Gregory
Vizirgianakis
Gregory Vizirgianakis
Title:
Chief Executive Officer and
Principal Executive Officer
Medinotec, Inc.
Date: October 13, 2023
By:
/s/ Peter
van Niekerk
Peter van Niekerk
Title:
Chief Financial Officer,
Principal Financial Officer and
Principal Accounting Officer
14
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.