What changed in this filing

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Item 9A. Controls and Procedures

2022-04-05 compared with 2021-03-25 · 234 added, 199 removed, 421 unchanged (51% of the section changed)

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In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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In making this assessment, management used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified during our annual audit for 2020 were (i) lack of segregation of duties, (ii) lack of sufficient resources with SEC, generally accepted accounting principles (GAAP), especially with regards to equity based transactions and tax accounting expertise;

(iii) inadequate security over information technology, and (iv) lack of formal Control procedures related to the approval of related party transactions.

Accordingly, management has determined that these control deficiencies constitute material weaknesses.

The material weaknesses identified during our annual audit for 2021 were (i) lack of segregation of duties, and (ii) lack of sufficient resources with SEC, accepted accounting principles (GAAP), especially with regards to equity-based transactions and tax accounting expertise.

Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2021.

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The Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures.

The deficiencies in our disclosure controls and procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and (iii) lack of formal Control procedures related to the approval of related party transactions.

The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fourth quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fourth quarter ended December 31, 2021 that has materially affected, or is likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers as of March 22, 2021:

The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers as of the date of this prospectus:

Board of Directors

Ronald Riewold

Chairman of the Board

Lawrence Diamond

Tom Brodmerkel

Thomas Brodmerkel

Chairman of the Board of Directors

Juan Carlos Iturregui Esq

Shelia Schweitzer

Executive Officers

Lawrence Diamond

Chief Executive Officer and Interim Chief Financial Officer

Chief Executive Officer

Chief Financial Officer

Ronald Riewold, our Chairman, joined the Board of Directors on November 27, 2018.

From 2011 and to the present, Mr.

Riewold founded and serves as President and CEO of Averlent Corporation, a national medication management initiative.

In a few short months after its founding, the company added several new clients including Accountable Care Organizations, larger group practices and over 500 Independent Physician Associations.

Additionally, Mr.

Riewold has served as the President of Virtual Physicians Network since January 2010, a virtual engagement and experience company.

Riewold started Dynamic Real Estate Development, where he continues to serve as its Chief Executive Officer.

Dynamic Real Estate Development focuses on development of medical buildings while partnering with physician groups and/or providing his expertise as a fee developer.

His firm’s projects included surgery suites, urgent care facilities, and orthopedic offices.

From 2001 to 2008 Mr.

Riewold served as President, Co-Chief Executive Officer and as a director of PainCare Holdings (“PainCare”), he was also one of its original investors.

During his tenure, Mr.

Riewold helped PainCare rise from a start-up to an $80 million-dollar company that developed a process that monitors patients including residents in nursing home/rehabilitation facilities and hospitals.

From 1999 to 2001 Mr.

Riewold was a consultant for American Enterprise Solutions, Inc., a healthcare delivery system and Internet utility focusing on connectivity in the healthcare industry.

After successfully, a financial services company and real estate development company as Chief Executive Officer, Riewold entered the healthcare arena full time in 1996, as Vice President of Corporate Development with Heart Labs of America, which became Medical Industries of America, and later, Cyber Care.

Riewold was selected to join our Board due to his extensive experience in operating and developing both public (NYSE and NASDAQ) and private companies.

Specifically, his expertise is in field or practice-level health care company operations.

He was a top executive of six companies since 1978, three in the finance and real estate sector, and three in the health care and technology arena.

Riewold has completed over fifty mergers in the health care industry.

Lawrence Diamond has served as our Chief Executive Officer and Interim Chief Financial Officer since November 2019 and Director since October 2019.

Ingrid Jenny Lindstrom

Chief Legal Officer

Lawrence Diamond

Diamond has served as our Chief Executive Officer since November 2019 and Director since October 2019.

Diamond also served as our Interim Chief Financial Officer from November 2019 until March 17, 2021.

He has also served as the Chief Executive Officer and Principal of Diamond Consulting, a consulting firm focused on enhancing the performance for healthcare businesses.

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Diamond brings to the Board significant strategic, business, and financial experience specifically applicable to healthcare and telehealth companies.

Diamond has a broad understanding of the financial markets, financial statements as well as generally accepted accounting principles.

Diamond has a broad understanding of the financial markets, financial statements as well as accepted accounting principles.

Through his services as our Chief Executive Officer and Interim Chief Financial Officer, he developed extensive knowledge of our business and the challenges that we face.

Thomas Brodmerkel has served as a director of the Board since April 2020.

Thomas Brodmerkel

Brodmerkel has served as a Chair of the Board since April 2020.

He also currently serves on the board of directors of Xact Laboratories, LLC, a healthcare technology company;

as the Chief Executive Officer and Chair of Wave Health Technologies, a healthcare technology company focused on computer assisted coding and medical record analysis, since January 2017;

and as the Executive Vice President and Chief Operating Officer of Medical Card System since April 2013.

as the Chief Executive Officer and Chair of Wave Health Technologies LLC., a healthcare technology company focused on computer assisted coding and medical record analysis, since January 2017;

and as the Executive Vice President and Chief Operating Officer of Medical Card System, Inc.

since April 2013.

Brodmerkel has also served as the Vice Chairman of the Board of CareSource since September 2018, a not for profit $10 billion health plan primarily focused on serving patients under Medicaid, and as the President and Chief Executive officer of KMA Holdings LLC, an investment and consulting firm in the health care industry, since January 2009.

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Products included Medicare Advantage Part C, Prescription Drugs Part D, Private-Fee-For-Service, Special Needs Plans, and Medicare Medical Savings Accounts.

Brodmerkel also served as President, United Health Advisors, SVP, Ovations, Senior Retiree Services at United Health Group, where he was responsible for over $1.5 billion of sales, marketing, and business development for products targeted to individuals aged 50 and older, from 2004 to 2006.

Brodmerkel also served as President, United Health Advisors, SVP, Ovations, Senior Retiree Services at UnitedHealth Group Incorporated, where he was responsible for over $1.5 billion of sales, marketing, and business development for products targeted to individuals aged 50 and older, from 2004 to 2006.

These products include Medicare Advantage, Medicare Supplements, Medicare Pharmacy-Part D, and Special Needs Plans for individuals and groups.

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After graduating from college, he began his career at the Three Star Drilling Corporation in 1985 as its General Manager.

Brodmerkel’s military service includes 5 years in the United States Navy (1980–1985) as a Supply Officer based in San Diego, CA, Panama Canal, Panama, and in Charleston, South Carolina.

Brodmerkel’s military service includes five years in the United States Navy (1980–1985) as a Supply Officer based in San Diego, CA, Panama Canal, Panama, and in Charleston, South Carolina.

Brodmerkel graduated from the United States Naval Academy, Annapolis, Maryland with a Bachelor of Science in 1982.

Brodmerkel was appointed to the board due to his extensive experience, leadership and managerial expertise in healthcare, healthcare technology, insurance, and healthcare consulting companies.

Faraz Naqvi, has served as a director on the Board since July 2020.

Naqvi has served as a director on the Board since July 2020.

He has also served as the Co-founder and Chief Executive Officer of Crossover Capital Partners LLC since 2015, whose mission is to invest in healthcare companies.

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from 2001 until 2007, where he served as the manager of their $1.3 billion healthcare fund, about $1 billion of the firm’s healthcare allocation, and a $250 million emerging markets healthcare fund.

From 1991 until 2001, Faraz managed roughly $4 billion in healthcare funds at Allianz Global Investors/Dresdner RCM capital.

From 1991 until 2001, Faraz managed $4 billion in healthcare funds at Allianz Global Investors/Dresdner RCM capital.

He also served as an analyst with Bank of America/Montgomery Securities from 1997 to 1998.

He began his finance career as a healthcare consultant with McKinsey & Company.

from 1995 until 1997.

He began his finance career as a healthcare consultant with McKinsey & Company from 1995 until 1997.

Naqvi is a Boettcher Scholar graduate of Colorado College (1986), studied economics at Trinity College, Cambridge University (1989) where he was a Marshall Scholar, received his M.D.

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Juan Carlos Iturregui, Esq.

, has served as a director of our Board since July 31, 2020.

Iturregui has served as a director of our Board since July 31, 2020.

He is engaged in several businesses including in 2005, he founded Milan Americas, LLC (“Milan Americas”), in Washington D.C., a business consultancy practice specializing in commercial, regulatory and project development engagements with a focus on infrastructure and renewable energy projects in Latin America, the Caribbean and Hispanic markets and currently serves as a Managing Director.

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From 2019 until June 2020 Mr.

Iturregui was a Partner and a Member of Nelson Mullin’s Government Relations and Infrastructure & Energy practices in its Washington, D.C.

Nelson Mullins is an AM Law 100 firm with 122 years of operations and with significant presence in Washington, D.C.

and offices in 25 cities across the U.S.

Iturregui was a Partner and a Member of Nelson Mullins’ Government Relations and Infrastructure & Energy practices in its Washington, D.C.

Nelson Mullins is an AM Law 100 firm with 122 years of operations and with significant presence in Washington, D.C., and offices in 25 cities across the U.S.

Additionally, in 2015, then U.S.

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From 2007 to 2018, Mr.

Iturregui was a Senior Advisor and Counsel to the Global Chairman at Dentons, LLP, based in Washington, D.C., a global law firm with significant presence in Washington, D.C.

and offices in 85 cities across 58 countries.

He worked with the international team and leadership on expanding practices and services and advised on issues/structures related to the global combination (merger) with SNR Denton in 2010.

Iturregui was a Senior Advisor and Counsel to the Global Chairman at Dentons, LLP, based in Washington, D.C., a global law firm with significant presence in Washington, D.C., and offices in 85 cities across 58 countries.

He collaborated with the international team and leadership on expanding practices and services and advised on issues/structures related to the global combination (merger) with SNR Denton in 2010.

From 2003 to 2005 Mr.

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he has an in-depth understanding of multilateral entities, stakeholders, and special interests in formulation of projects and policies.

Iturregui was appointed to the Board due to his international healthcare experience and his legal background.

Sheila Schweitzer

Schweitzer has served as a director of our Board since June 1, 2021.

Schweitzer founded Blue Ox Healthcare Partners in 2009, a private equity firm investing growth capital in commercial-stage healthcare companies.

Blue Ox has demonstrated a long and substantial track record of accomplishments and has led over $100 million of equity investments, including $40 million invested directly by Blue Ox.

Since 2012 she was CEO and Senior Advisor for PatientMatters, Inc.

a healthcare Revenue Cycle Management (RCM) solutions provider.

PatientMatters unifies disparate registration, bill estimation, and financial services with intelligent workflows and eligibility services, improving revenue realization for hospitals.

PatientMatters was recently acquired by Firstsource Solutions Limited (NSE:

FSL, BSE:532809), a global provider of Business Process Management (BPM) services and a RP-Sanjiv Goenka Group company (www.firstsource.com).

She was Senior Vice President from 2009 through 2011 for OptumInsight, a part of United Healthcare Group, which provides data, analytics, research, consulting, technology and managed services solutions to hospitals, physicians, health plans, governments, and life sciences companies.

From 2003 through 2009 she was CEO for CareMedic Systems, an industry leader in proactive financial management for hospitals and providers and delivers the most comprehensive suite of revenue cycle management solutions available.

She was COO for MedUnite from 2001 through 2003, a provider of electronic healthcare transaction processing services.

The company facilitates the exchange of medical claim and clinical information among doctors, hospitals, medical laboratories, and insurance payers.

She had leadership positions in other healthcare technology companies since graduating from Western Kentucky University.

Schweitzer was appointed to the Board due to her experience in the healthcare and investment industries, including as an investor in numerous healthcare related companies.

Keller has served as our Chief Financial Officer since March 17, 2021.

Prior to joining us, Mr.

From June 24, 2017 until joining us, Mr.

Keller was the Chief Financial Officer, Secretary and Treasurer of First Choice Health Care Solutions, Inc.

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He also served as the Senior Vice President and Chief Accounting Officer of BioScrip, Inc.

(NASDAQ:BIOS), a $1.6 billion specialty pharmaceuticals and homecare company providing comprehensive cost-effective solutions to patients, insurance payers and drug manufacturers, from February 2007 through April 2011.

BIOS), a $1.6 billion specialty pharmaceuticals and homecare company providing comprehensive cost-effective solutions to patients, insurance payers and drug manufacturers, from February 2007 through April 2011.

From 2000 through 2007 he served as Vice President of Finance, Chief Financial Officer, and Treasurer for DMI Furniture Inc.

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Keller received his Bachelor of Science in Accountancy from Loyola University of Chicago and is a Certified Public Accountant and Chartered Global Management Accountant.

Jenny Lindstrom

Lindstrom has served as our Chief Legal Officer since April 12, 2021.

Prior to joining us Ms.

Lindstrom, served in various roles and positions at Radisson Hospitality, Inc.

and its subsidiaries and affiliates (“Radisson”), one of the world’s largest international hotel groups, since 2010.

Most recently, since 2017, Ms.

Lindstrom served as the Executive Vice President and General Counsel for Radisson Hospitality, Inc.

From 2015 to 2017, Ms.

Lindstrom served as the Executive Vice President and General Counsel for Radisson Hospitality, AB, a European publicly listed subsidiary of Radisson Hospitality, Inc.

Prior to joining Radisson, Ms.

Lindstrom was an attorney at Dorsey & Whitney, a national law firm based in Minneapolis, for six years.

Her practice included:

Commercial and Corporate Litigation, Internal Investigations, and Regulatory Affairs and Tax Litigation.

Lindstrom holds a Juris Doctor degree from the University of Minnesota Law School, Minneapolis, Minnesota (Juris Doctor, cum laude, 2004), and holds a Master of Laws, with dissertation from Uppsala University, Uppsala, Sweden, 2001.

Arrangements for Nomination as Directors and Changes in Procedures for Nomination;

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Each director shall hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified.

Involvement in Certain Legal Proceedings

During the last ten years, none of our Directors, persons nominated to become Directors, or executive officers were subject to any of the following events material to an evaluation of the ability or integrity of any such person:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) Item 401 of Regulation S-K, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees

Our full Board of Directors acts as our Audit Committee.

Our Board of Directors has determined that Ronald Riewold, Tom Brodmerkel, Juan Carlos Iturregui and Faraz Naqvi are all “independent” as that term is defined under applicable SEC rules and under the NYSE MKT regulations.

Our Board has also determined that each of our independent directors meets the qualifications of an “audit committee financial expert” in accordance with the SEC rules.

Our Audit Committee’s responsibilities include:

(i) reviewing the independence, qualifications, services, fees, and performance of the independent auditors, (ii) appointing, replacing and discharging the independent auditor, (iii) pre-approving the professional services provided by the independent auditor, (iv) reviewing the scope of the annual audit and reports and recommendations submitted by the independent auditor, and (v) reviewing our financial reporting and accounting policies, including any significant changes, with management and the independent auditor.

Our full Board of Directors acts as our Compensation/Stock Option Committee.

Our Compensation Committee has responsibility for assisting the Board of Directors with, among other things, evaluating and making recommendations regarding the compensation of our executive officers and directors, assuring that the executive officers are compensated effectively in a manner consistent with our stated compensation strategy, producing an annual report on executive compensation in accordance with the rules and regulations promulgated by the SEC, periodically evaluating the terms and administration of our incentive plans and benefit programs and monitoring of compliance with the legal prohibition on loans to our directors and executive officers.

Board Meetings;

Committee Meetings;

and Annual Meeting Attendance

The Board does not have a policy regarding director attendance at annual meetings.

We did not have an in-person annual meeting of shareholders in 2020 or 2019.

Shareholder Recommendations for Board Nominees

The Board does not have a Governance or Nominating Committee that is tasked with identifying individuals qualified to become Board members and recommending to the Board the director nominees for the next annual meeting of shareholders.

Until such committee is formed, shareholder recommendations for Board nominees are directed to the entire Board, who considers the qualifications of the person recommended based on a variety of factors, including:

the appropriate size and the diversity of our Board;

our needs with respect to the particular talents and experience of our directors;

the knowledge, skills and experience of nominees, including experience in technology, business, finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

experience with accounting rules and practices;

whether such person qualifies as an “audit committee financial expert” pursuant to the SEC Rules;

appreciation of the relationship of our business to the changing needs of society;

the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members.

Composition of our Board of Directors

Our board of directors currently consists of five members.

Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation, or removal.

Director Independence

Except for Mr.

Diamond, our Board determined that all our present directors are independent, in accordance with standards under the Nasdaq Listing Rules.

Our Board determined that, Lawrence Diamond under the Nasdaq Listing Rules, is not an independent director as a result of being an executive officer to the Company.

Our Board has determined that Mr.

Brodmerkel, Dr.

Naqvi, and Ms.

Schweitzer, are independent under the Nasdaq Listing Rules’ independence standards for audit committee members.

Our Board has also determined that Mr.

Iturregui, Dr.

Naqvi, and Ms.

Schweitzer, are independent under the Nasdaq Listing Rules independence standards for compensation committee members and Mr.

Brodmerkel, and Mr.

Iturregui are independent under the Nasdaq Listing Rules independence standards for nominating and governance committee members.

Board of Directors Leadership Structure

As a general policy, our board of directors believes that separation of the positions of Chairperson and Chief Executive Officer reinforces the independence of our board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our board of directors.

Diamond serves as our President and Chief Executive Officer and Mr.

Brodmerkel serves as the Chairman of the Board.

Board of Directors Committees

The board of directors has established three standing committees of the board consisting of an audit committee, a compensation committee and a corporate nominating and governance committee, each of which will have the composition and the responsibilities described below.

Audit Committee

Our audit committee is comprised of Mr.

Brodmerkel, Dr.

Naqvi, and Ms.

Naqvi is the chair of our audit committee, and is our audit committee financial expert, as that term is defined under the applicable SEC rules, and possesses financial sophistication, as defined under the rules of Nasdaq.

All the members of our audit committee are independent, as that term is defined under the rules of Nasdaq.

Our audit committee is responsible for overseeing our corporate accounting and financial reporting process, assisting our board of directors in monitoring our financial systems, and overseeing legal, healthcare, and regulatory compliance.

Our audit committee also:

selects and hires the independent registered public accounting firm to audit our financial statements;

helps to ensure the independence and performance of the independent registered public accounting firm;

approves audit and non-audit services and fees;

reviews financial statements and discusses with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

prepares the audit committee report that the SEC requires to be included in our annual proxy statement;

reviews reports and communications from the independent registered public accounting firm;

reviews the adequacy and effectiveness of our internal controls and procedure;

reviews our policies on risk assessment and risk management;

reviews related party transactions;

establishes and oversees procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

Our audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Compensation Committee

Our compensation committee is comprised of Mr.

Iturregui, Dr.

Naqvi, and Ms.

Schweitzer is the chair of our compensation committee.

All the members of our compensation committee are independent, as that term is defined under the rules of Nasdaq.

Our compensation committee oversees our compensation policies, plans and benefits programs.

The compensation committee also:

oversees our overall compensation policies, plans and benefit programs;

reviews and recommends to our board of directors for approval compensation for our executive officers and directors;

prepares the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer deemed to be an emerging growth company or a smaller reporting company;

administers our equity compensation plans.

Our compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Nominating and Governance Committee

Our nominating and governance committee is comprised of Mr.

Brodmerkel, and Mr.

Iturregui is the chair of our nominating and governance committee.

All members are independent, as that term is defined under the rules of Nasdaq.

Our nominating and governance committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors.

Specifically, the nominating and governance committee:

identifies, evaluates, and makes recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees;

advises the board of directors and makes recommendations regarding appropriate corporate governance practices and assists the board of director in implementing those practices;

directs all matters relating to the succession planning of our Chief Executive Officer;

evaluates the performance of our board of directors and of individual directors.

makes a recommendation to the board of directors concerning the selection and designation of a "Lead Director" to preside over the meetings of the independent directors in executive session;

reviews the board of directors’ policy regarding the structure of the offices of Chairman of the Board and Chief Executive Officer;

reviews and recommends to the board of directors proposed changes to our Certificate of Incorporation and bylaws.

Our corporate governance and nominating committee operate under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Delinquent Section 16(a) Reports

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Thomas Brodmerkel filed one Form 4 late with respect to one transaction;

Lawrence Diamond filed four Form 4s late with respect to 6 transactions that took place between October 2019 and February 2020.

Julie Smith filed one Form 3 late with respect to three transactions and one Form 4 late with respect to two transactions.

Ronald Riewold filed one Form 3 late with respect to one transaction, two Form 4s late with respect to five transactions, and a Form 5 filed on January 26, 2021 that reported one transaction dated December 28, 2020.

Faraz Naqvi filed one Form 4 late with respect to one transaction;

Sheila Schweitzer filed one Form 3 late with respect to three transactions and one Form 4 late with respect to her initial appointment to the board.

Code of Ethics

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Lawrence Diamond

Does not include compensation as a Director.

Resigned effective July 1, 2020.

Consists of an overpayment as part of final payroll settlement for which the Company is seeking reimbursement.

Includes $28,846 paid in cash and $32,654 paid in Series X Preferred Stock.

Paid by the issuance of Series X Preferred Stock.

Represents the pro-rata amount charged to operations during the period in connection with the vesting of 1,000,000 shares of common stock with an aggregate market value of $27,400 on the date of the grant.

Consists of the employee portion of payroll tax paid by the Company on behalf of the officer.

These amounts were accrued during the year ended December 31, 2019 and paid in January 2020.

Phillip Keller

Jenny Lindstrom

Does not included compensation as a Director

Does not include $120,000 of salary accrued but not paid during the year

Consists of the fair value of 2,500,000 stock options which were granted and vested during the year.

Consist of the fair value of 2,500,000 stock options which were granted and vested during the year

Resigned effective July 1, 2020 which was settled in June of 2021

Consists of an overpayment as part of final payroll settlement

Consists of the fair value of the fair value of 312,800 shares that were issued in lieu of monies owed Mr.

Consists of the fair value of 1,750,000 stock options which were granted

Executive Employment, Termination and Change of Control Arrangements

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The following table shows for the fiscal year ended December 31, 2021, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Exercise Date

Lawrence Diamond (a)

February 27, 2020

February 27, 2030

December 27, 2020

December 27, 2030

Name and Principal

Unexercisable

Lawrence Diamond

July 21, 2021

July 21, 2031

Phillip Keller

March 17, 2021

March 17, 2031

July 21, 2021

July 21, 2031

Jenny Lindstrom

April 12, 2021

March 17, 2031

July 21, 2021

July 21, 2031

February 27, 2020

(a) On December 28, 2020, the vesting of Mr.

Diamond’s options was accelerated to December 31, 2020.

(b) On [ ], 2020, Ms.

On February 7, 2020, Ms.

Smith was granted options to purchase an aggregate of 1.5 million shares of common stock all of which have been forfeited pursuant to the terms of Ms.

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This compensation was for their role as Director of the Company within the fiscal year.

Fees Earned or

Options Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

Ronald Riewold

Incentive Plan

Name and Principal

Thomas Brodmerkel

Juan Carlos Iturregui

Does not include compensation as an officer.

Consists of options to purchase 1,100,000 shares of common stock.

Smith resigned from the Company effective July 1, 2020.

Faraz Naqvi was appointed to the Board of Directors on July 13, 2020.

Juan Carlos Iturregui Esq was appointed to the Board of Directors on July 31, 2020.

Sheila Schweitzer

Sheila Schweitzer was appointed to the Board of Directors on June 1, 2021.

Ron Riewold resigned from the Board of Directors effective June 1, 2021.

The table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current and former non-employee directors.

Number of Subject to Outstanding Options as of December 31, 2020

Ronald Riewold

Outstanding Options

Name and Principal

December 31, 2021

Thomas Brodmerkel

Juan Carlos Iturregui

Sheila Schweitzer

Sheila Schweitzer was appointed to the Board of Directors on June 1, 2021.

Ron Riewold resigned from the Board of Directors effective June 1, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of March 22, 2021, regarding the beneficial ownership of our common stock and Series X Preferred Stock by (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our common stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group.

The table below also includes the total voting power controlled by each such group of our voting stock.

At March 22, 2021, we had 196,180,503 shares of common stock issued and outstanding.

Unless otherwise indicated, the address of each of the stockholders listed is 7535 East Hampden Avenue, Suite 400, Denver, CO 80231.

The following table sets forth certain information as of February 7, 2022, regarding the beneficial ownership of our Common Stock, Series C Preferred Stock and Series X Preferred Stock by (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our common stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group.

At February 7, 2022, we had 213,333,170 shares of Common Stock issued and outstanding,1,940,644 shares of Series C Preferred Stock issued and outstanding having an aggregate of 12,600,000 votes, and 24,227 shares of Series X Preferred Stock issued and outstanding, having an aggregate of 484,540,000 votes.

Unless otherwise indicated, the address of each of the stockholders listed is 1660 Highway 100 South, Suite 432, Saint Louis Park, Minnesota 55416.

Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities.

Shares of Common Stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the Record Date and shares of Common Stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding shares.

In any case where an individual has beneficial ownership over securities that are not outstanding but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above.

Because the calculation of each person’s beneficial ownership set forth in the “Percentage Class” column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such column may exceed 100%.

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership of Common Stock

of Common Stock Beneficially Owned

Percentage of Common Stock Beneficially Owned

Number of Shares of Series X Preferred Stock

Percentage of Series X Preferred Stock

Percentage of Total Voting Power (5)

Number of Shares of Series C Preferred Stock

Percent of Series C Preferred Stock

Number of Shares of Series D Preferred Stock

Percent of Series D Preferred Stock

Directors and Officers

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Juan Carlos Iturregui (Director)(4)

Phillip Keller (6)

Jenny Lindstrom (6),(9)

Faraz Naqvi (Director)(2)

Officers and Directors as a group (6 Persons)

Sheila Schweitzer (6)

Current Executive Officers and Directors as a group (8 Persons)

5% or more shareholders

1 unchanged sentence

Frank Lightmas

Smith resigned from the Company effective July 1, 2020.

Cavalry Fund I, LLP(7)

Mercer Street Global Opportunity Fund (8)

Consists of 2,198,431 shares of common stock and options to purchase an additional 683,332 shares of common stock.

1 unchanged sentence

Consists of 6,508,271 shares of common stock and options to purchase an additional 1,500,000 shares of common stock.

Consists of 1,100,000 shares of common stock and options to purchase and options to purchase an additional 185,000 shares owned directly by Mr.

Based solely on a Schedule 13D filed by Anglo Irish Management LLC (“Anglo”), Anglo received 1,025,514 shares of common stock as interest earned on shares of the Series X Preferred Stock and owns 12,503 shares of Series X Preferred.

Daniel Hollis is the Manager of Anglo-Irish Management LLC, and its business address is 9057A Selborne Lane, Chatt Hills, GA 30268.

In addition, Anglo granted Mr.

Juan Carlos Iturregui a revocable trust to vote the shares of Series X Preferred Stock and common stock owned by Anglo as its proxy.

The proxy is revocable at the option of Anglo.

Based on 196,180,503 shares of common stock outstanding as of March 22, 2021 and 26,227 shares of Series X Preferred Stock outstanding.

Each share of Series X Preferred Stock entitled the holder thereof to 20,000 votes per share and will vote together with the common stock, representing 524,540,000 votes.

Percent of Total Voting Power for each beneficial owner is derived by dividing (i) the sum of the common stock votes and number of votes that the Series X Preferred Stock owned by such beneficial owner is entitled by (ii) the Total Voting Power.

Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities.

Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the record date, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

Consists of option to purchase common shares.

Cavalry Fund I LP owns 1,000,000 shares of Series C Preferred Stock.

Includes 4,200,000 shares of common stock issuable upon conversion of the Series C Preferred Stock and 2,100,000 shares of common stock issuable exercise of the Series A Warrants and 2,100,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence.

The fund also owns 750,000 shares of Series D Preferred Stock.

Includes 6,300,000 shares of common stock issuable upon conversion of the Series D Preferred Stock and 3,150,000 shares of common stock issuable exercise of the Series A Warrants and 3,150,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence.

The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company.

Walsh is the manager of Cavalry Fund I LP and its principal business address is 82 E, Allendale Rd., Suite 5B, Saddle River, NJ 07458.

Mercer Street Global Opportunity Fund Includes 6,300,000 shares of common stock issuable upon conversion of 750,000 shares of Series D Preferred Stock and 3,150,000 shares of common stock issuable exercise of the Series A Warrants and 3,150,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence.

The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company.

Jonathan Juchno is the Chair of the Investment Committee of Mercer Street Global Opportunity Fund, LLC, and its principal business address is 107 Grand Street, 7th Floor, New York, New York 10013.

Lindstrom the Companies Chief Legal Officer includes 210,000 shares of common stock issuable upon conversion of 25,000 shares of Series D Preferred Stock and 105,000 shares of common stock issuable exercise of the Series A Warrants and 105,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence.

The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company

Equity Compensation Plan Information

7 unchanged sentences

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Equity compensation plans approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

3 unchanged sentences

any of the directors, executive officers, or holders of more than 5% of the respective capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest other than as set forth under “Item 11—Executive Compensation”.

On December 31, 2019, the Company issued a total of 26,227 shares of Series X Preferred Stock in settlement of various liabilities.

The shares of Series X Preferred Stock were issued as follows:

1,200 shares to Mr.

Ronald Riewold, issued in lieu of deferred compensation in the aggregate amount of $41,675.

2,000 shares to Mr.

Larry Diamond, issued in lieu of deferred compensation in the aggregate amount of $69,458.

2,000 shares to Ms.

Smith, issued in lieu of deferred compensation in the aggregate amount of $69,458.

2,884 shares to Mr.

James Crone, issued in lieu of deferred compensation in the aggregate amount of $100,158.

2,400 shares to Mr.

Louis Deluca, issued in lieu of deferred compensation in the aggregate amount of $83,350.

On December 31, 2020, the Company issued 2,151,204 shares of common stock as payment for dividends accrued on its Series X Preferred Stock in the amount of $65,568.

5 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2020 and 2019 by RBSM, LLP, the Company’s current principal accountant as of June 1, 2020 and M&K CPAS, PLLC, the Company’s previous principal accountant.

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2021 and 2020 by RBSM, LLP, the Company’s current principal accountant.

Audit-related fees

2 unchanged sentences

This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees ‒ This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Audit-Related Fees ‒ This category consists of assurance and related services by the independent registered public accounting firm that are related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Tax Fees ‒ This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice.

5 unchanged sentences

Any such approval by the designated member is disclosed to the entire Board of Directors at the next Board meeting.

The audit and tax fees paid to the auditors with respect to 2019 were pre-approved by the entire Board of Directors.

This includes audit services, audit-related services, tax services and other services.

53 unchanged sentences

and PIC Partners dated as of April 17, 2013 by and between Pan-African Investment Company and Trunity Holdings, Inc.

Subscription Agreement dated May 28, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Form of Indemnification Agreement between Trunity Holdings, Inc.

and its Directors.

Indemnification Agreement dated May 30, 2013 between Trunity Holdings, Inc.

Subscription Agreement dated May 28, 2013 between Trunity Holdings, Inc., and Pan African Investment Company.

Form of Indemnification Agreement between Trunity Holdings, Inc., and its Directors.

Indemnification Agreement dated May 30, 2013 between Trunity Holdings, Inc., and Dana M.

Voting Agreement dated May 30, 2013 by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC.

Investors Rights Agreement dated May 30, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Investors Rights Agreement dated May 30, 2013 between Trunity Holdings, Inc., and Pan African Investment Company.

Voting Agreement dated June 5, 2013 by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC.

Investors Rights Agreement dated June 5, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Investors Rights Agreement dated June 5, 2013 between Trunity Holdings, Inc., and Pan African Investment Company.

Non-Qualified Stock Option Agreement dated as of December 23, 2013 by and between Arol Buntzman and Trunity Holdings, Inc.

1 unchanged sentence

and Peak One Opportunity Fund, L.P.

Consulting Agreement dated as of December 1, 2015 by and between Trunity Holdings, Inc.

and Stephen Keaveney.

Securities Exchange Agreement dated as of December 9, 2015 by and among Trunity Holdings, Inc.

and the Members of Newco4Pharmacy, LLC.

Consulting Agreement dated as of December 1, 2015 by and between Trunity Holdings, Inc., and Stephen Keaveney.

Securities Exchange Agreement dated as of December 9, 2015 by and among Trunity Holdings, Inc., and the Members of Newco4Pharmacy, LLC.

Spin-off and Asset Transfer Agreement dated as of December 31, 2015, by and among Trunity Holdings, Inc., Trunity, Inc., a Delaware corporation, and Trunity, Inc., a Florida corporation.

70 unchanged sentences

Subsidiaries of the Registrant

Consent of RBSM LLP

Consent of M&K CPAS, PLLC

Certification by the Principal Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

4 unchanged sentences

F/K/A TRUE NATURE HOLDING, INC.

March 24, 2021

/s/ Larry Diamond

Larry Diamond

April 4, 2022

/s/ Lawrence Diamond

Lawrence Diamond

Chief Executive Officer and Director

1 unchanged sentence

Signature and Title

/s/ Larry Diamond

March 24, 2021

Larry Diamond

/s/ Lawrence Diamond

April 4, 2022

Lawrence Diamond

Chief Executive Officer and Director

1 unchanged sentence

/s/ Phillip J.

March 24, 2021

April 4, 2022

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

/s/ Ronald Riewold

March 24, 2021

Ronald Riewold

Chairman of the Board of Directors

/s/ Sheila Schweitzer

April 4, 2022

Sheila Schweitzer

/s/ Thomas Brodmerkel

March 24, 2021

April 4, 2022

Thomas Brodmerkel

Chairman of the Board of Directors

/s/ Faraz Naqvi

March 24, 2021

April 4, 2022

/s/ Juan Carlos Iturregui

March 24, 2021

April 4, 2022

Juan Carlos Iturregui

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures