Item 3. Legal Proceedings
Item
3. Legal Proceedings
From
time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We
are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material
legal or administrative proceedings against us.
Item
4. Mine Safety Disclosures
Not
applicable.
19
Item
4.1 Information About Our Executive Officers
The
following information sets forth the names, ages, and positions of our executive officers as of April 15, 2024.
Name
Age
Positions
and Offices Held
William J. Febbo
55
Chief Executive Officer
Stephen L. Silvestro
46
President
Marion Odence-Ford
59
General Counsel and
Chief Compliance Officer
Edward Stelmakh
58
Chief Financial Officer and Chief Operations Officer
Doug Besch
42
Chief Product Officer
Theresa Greco
51
Chief Commercial Officer
Set
forth below is a brief description of the background and business experience of each of our current executive officers.
William
J. Febbo
Mr. Febbo joined the Company as Chief Executive
Officer and as a director in February 2016. Mr. Febbo founded Plexuus, LLC, a payment processing business for medical professionals in
September 2015 and remained its Chairman from September 2015 to December 2020. From April 2007 to September 2015, Mr. Febbo served as
Chief Operating Officer of Merriman Holdings, Inc., an investment banking firm, where he assisted with capital raises in the tech, biotech,
cleantech, consumer and resources industries. Mr. Febbo was a co-founder of, and from September 2013 to September 2015 served as Chief
Executive Officer of, Digital Capital Network, Inc., a transaction platform for institutional and accredited investors. Mr. Febbo was
a co-founder of, and from January 1999 to September 2015 was Chief Executive Officer of, MedPanel, LLC, a provider of market intelligence
and communications for the pharmaceutical, biomedical, and medical device industries. Since 2017, Mr. Febbo has been a faculty member
of the Massachusetts Institute of Technology’s linQ program, which is a collaborative initiative focused on increasing the potential
of innovative research to benefit society and the economy. Mr. Febbo currently serves as a director of LifeMD Inc, a publicly traded provider
of virtual primary care that offers telemedicine, laboratory and pharmacy services and specialized treatment across more than 200 conditions , and as a director of Augmedix, Inc., a publicly traded provider of automated medical documentation
and data services. Previously, Mr. Febbo served as a director of Modular Medical, a publicly traded development stage medical device company
focused on the design, development and eventual commercialization of an innovative insulin pump. In addition, Mr. Febbo has been a board
member of the United Nations Association of Greater Boston, a resource for the citizens of Greater Boston on the broad agenda of critical
global issues addressed by the UN and its agencies, since 2004.
On
January 29, 2018, FINRA accepted a Letter of Acceptance, Waiver and Consent (the “Consent”) submitted by William Febbo. Without
admitting or denying the findings, Mr. Febbo consented to the sanctions and to the entry of findings that he permitted Merriman Capital,
Inc. to conduct a securities business while below its net capital requirement. From August 2012 to October 2015, Mr. Febbo was the Financial
and Operations Principal (FinOp) for a registered broker-dealer, Merriman Capital, Inc. (“Merriman”). During certain months
while Mr. Febbo was FinOp, FINRA found that certain of Merriman’s net capital filings with FINRA were inaccurate because of the
method by which Merriman calculated net capital and that, when corrected, it was retroactively determined that Merriman had operated
below its minimum net capital requirements. Mr. Febbo, as FinOp, signed certain of these reports and was thus held responsible. Based
on the Consent, in settlement, Mr. Febbo, who was then no longer registered with any broker-dealer, accepted a fine of $5,000, a 10-business
day suspension from acting as FinOp for any FINRA member and required to requalify by examination for the Series 27 license before again
acting in a FinOp capacity.
Stephen
L. Silvestro
Mr.
Silvestro was appointed the Company’s President as of October 2023. He joined the Company as Chief Commercial Officer in April
2019. Prior to joining the Company, Mr. Silvestro was with CCH® Tagetik, a Wolters Kluwer company that provides corporate performance
management software solutions for planning, consolidation and reporting, as its Vice President and General Manager from January 2018
until April 2019. From April 2017 to January 2018, Mr. Silvestro was with Prognos Health, Inc., a healthcare data and analytics company,
as its Chief Commercial Officer and, before that, from September 2007 to April 2017, he was with Decision Resources Group, a multi-national
corporation that provides high value global data solutions, analytics and consulting services to pharmaceutical, biotech, medical device,
healthcare provider and payer, and managed care companies, in various capacities with him last serving as Executive Vice President, Head
of Global Sales.
20
Marion
Odence-Ford
Ms.
Odence-Ford joined the Company as General Counsel & Chief Compliance Officer in February 2021. From April 2013 to June 2020, Ms.
Odence-Ford was Vice President & Deputy General Counsel at Decision Resources Group, a multi-national corporation that provides high
value global data solutions, analytics and consulting services to pharmaceutical, biotech, medical device, healthcare provider and payer,
and managed care companies. From November 2004 to November 2012, Ms. Odence-Ford was Vice President & Associate General Counsel at
CRA International, Inc. (dba Charles River Associates), a global consulting firm that offers economic, financial, and strategic expertise
to major law firms, corporations, accounting firms, and governments around the world. From May 2004 to November 2004, Ms. Odence-Ford
was a member of the GTC Law Group, LLP, a law firm specializing in the business affairs of companies in the high tech and biotech industries.
Prior to joining the GTC Law Group, Ms. Odence-Ford worked on the legal teams of Bank of America Corporation/Fleet Boston Financial Corporation
from November 2002 to May 2004, and Akamai Technologies, Inc. from October 1999 to November 2002. Ms. Odence-Ford began her legal career
in private practice at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC, where she advised public and private companies on corporate
matters.
Edward
Stelmakh
Mr.
Stelmakh joined the Company as Chief Financial Officer and Chief Operating Officer in October 2021. Prior to joining the Company, Mr.
Stelmakh served as Senior Vice President, Chief Financial Officer and Chief Operating Officer of Otsuka America Pharmaceuticals Inc.
(“Otsuka”), a US division of a Japanese global healthcare enterprise, since April 2020. Previously, he held various positions
at Otsuka including Senior Vice President and Chief Financial Officer (December 2017 – March 2020) and Vice President and Chief
Financial Officer (December 2015 – November 2017). From March 2010 to December 2015, Mr. Stelmakh worked at Covance, a division
of LabCorp, Inc., as Vice President, Finance, Clinical Development and Commercialization Services. Prior thereto, Mr. Stelmakh held a
variety of positions of increasing responsibilities at Johnson & Johnson, Sanofi-Aventis, Organon/Schering-Plough and Mylan.
Doug
Besch
Dr.
Besch joined the Company in May 2021 as SVP Product Strategy & Innovation and became the Company’s Chief Product Officer in October
2022. Prior to joining the Company, from January 2018 to May 2021, Dr. Besch was the Vice President over Payor and Market Access Solutions
for Clarivate (previously Decision Resources Group (DRG)), a multi-national corporation that provides high value global data solutions,
analytics and consulting services to pharmaceutical, biotech, medical device, healthcare provider and payer, and managed care companies.
Prior to Clarivate, from January 2012 to June 2017, Dr. Besch was a co-founder and the Chief Product Officer for Rx Savings Solution,
a company which helps members and payers reduce prescription drug costs through a combination of
clinical technology, transparency, member engagement and concierge support . Dr. Besch holds a PharmD and MBA from Creighton University
and practiced as a pharmacist for the Walgreens Boots Alliance corporation from 2007 through 2013.
Theresa
Greco
Ms.
Greco joined the Company in October 2023 as the Company’s Chief Commercial Officer with the Company’s acquisition of Healthy
Offers, Inc. (“Medicx Health”), where Ms. Greco served as its President since August 2022. Prior to joining Medicx Health,
Ms. Greco was at Prognos Health, Inc., a healthcare data and analytics company, from August 2018 to January 2022 as its Chief Commercial
Officer where she led all aspects of product strategy, marketing, sales, and customer delivery. Prior to Prognos, Ms. Greco held the
Chief Commercial Officer position at MediSpend, a global technology company focused on life sciences compliance solutions. From August
2010 through August 2017, Ms. Greco was with LexisNexis Healthcare through their acquisition of Health Market Science, where she held
a variety of progressive executive positions including in Customer Success, Product Strategy, Commercial Strategy, and Sales that contributed
to revenue growth and profitability that yielded a successful exit. Ms. Greco led the Life Sciences consulting group providing consultation
and technology solutions to life sciences companies for master data management at Computer Sciences Corporation from April 2008 to August
2010. Prior to 2008, Ms. Greco held various positions at IQVIA and Pfizer.
21
PART
II