UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 1, 2018
OZOP SURGICAL CORP.
(Exact name of registrant as specified in its charter )
| Nevada | 333-212821 | 35-2540672 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
319 Clematis Street, Suite 714, West Palm Beach, FL 33401 (Address of principal executive offices, including zip code)
(760) 466-8076
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ☒ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 1.01 | Entry into a Material Definitive Agreement. |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On October 1, 2018, Salman J. Chaudhry resigned from his position as Chief Operating Officer of Ozop Surgical Corp. (the “Company”). Mr. Chaudry’s resignation from such position was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies, practices, procedures or financial statements, including its controls or other financial related matters. Also on October 1, 2018, Mr. Chaudry was appointed as the Company’s Chief Commercial Officer International.
On October 1, 2018, the Company’s Board of Directors appointed Thomas J. McLeer to serve as the Company’s Chief Operating Officer.
Mr. McLeer, age 62, is a respected leader with over 25 years’ experience in spine and orthobiologics. Mr. McLeer is experienced in integrating all aspects of sales, marketing, engineering, product development and medical education for both public and private companies. Mr. McLeer served as Vice President of Sales and Marketing at LinkSpine from 2017 to February, 2018. Previously he was Senior Vice President of Commercial Operations for Alphatec Spine from 2012 to 2014. Mr. McLeer served as the Chief Marketing Officer and General Manager of Spinal Operations for Global Spine Pioneer Surgical from 2009 to 2012. Mr. McLeer served as the Vice President of Sales and Marketing for Archus Orthopedic from 2005 to 2009.
There is no family relationship between Mr. McLeer and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Mr. McLeer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the foregoing appointment, on October 1, 2018, the Company entered into a Consulting Agreement (the “Agreement”) with Mr. McLeer, pursuant to which the Company agreed to engage Mr. McLeer as the Company’s Chief Operating Officer and Mr. McLeer agreed to provide the Company with services typically provided by a Chief Operating Officer. The term of the Agreement is for three (3) months and pursuant to the Agreement the Company agreed to negotiate an employment agreement with Mr. McLeer by December 31, 2018, with such employment agreement planned to contain standard industry terms and conditions. Pursuant to the Agreement, the Company agreed to pay Mr. McLeer $15,000 per month to be accrued monthly and to be paid upon a successful closing of a minimum of $1,000,000 in a private placement fundraising by the Company. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 which is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On October 3, 2018, the Company issued a press release announcing Mr. McLeer’s appointment, a copy of which is attached herewith at Exhibit 99.1. The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement.* | |
| 99.1 | Press Release (furnished herewith). |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| OZOP SURGICAL CORP. | ||
| Date: October 3, 2018 | By: | /s/ Barry Hollander |
| Barry Hollander | ||
| Chief Financial Officer | ||
Exhibit 10.1
This Consulting Agreement (the “Agreement”) dated this 1st day of October, 2018 between Ozop Surgical Corp., a Nevada corporation (the “Company”) and Thomas J McLeer (the “Consultant”).
BACKGROUND:
| A. | The Company is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide services to the Company. |
| B. | Consultant agrees to provide such services to the Company on the terms and conditions set out in this agreement. |
IN CONSIDERATION OF the foregoing recitals and of the following covenants the Company and the Consultant (individually the “Party” and collectively the “Parties”) hereby agree:
Services Provided
| 1. | Company agrees to engage Consultant to act as Company’s Chief Operating Officer (“COO”) and provide the Company with services (“the Services”) befitting a COO. |
Term of Agreement
| 2. | This Agreement is effective as of October 1, 2018 and will be in effect thru December 31, 2018 unless terminated, or otherwise modified by the Parties. The Parties agree that they will negotiate an employment agreement with terms and conditions, including salaries, bonuses, stock and or option grants and benefits, to be consistent with industry standards for like size entities. |
Termination
| 3. | Either Party may terminate this Agreement immediately in its sole and absolute discretion. Consultant will be entitled to payment for all Services satisfactorily performed to date of termination. Company will be entitled to receive all Work Product completed or in progress as of the date of termination or cancellation. Company will have no other liability arising out of termination. |
Compensation
| 4. | For the Service Provided Consultant will be compensated US$15,000 monthly, to be accrued each month and paid upon the successful closing of a minimum of $1,000,000 regarding the Company’s current Private Placement Memorandum (“PPM”). Within 3 business days of the initial closing of the PPM, the Company would pay all accrued fees, and on the first business day of the month thereafter. |
Expenses
| 5. | Consultant will be reimbursed for reasonable expenses pre-approved by the Company in writing. |
Confidentiality
| 6. | Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Company which would reasonably be considered to be proprietary to the Company, that is not generally known in the industry of the Company, and the release of which could reasonably be expected to cause harm to the Company. |
| 7. | Consultant agrees that they will not disclose, divulge, reveal, report, or use for any purpose any Confidential Information which the Consultant has obtained, except as authorized by the Company. This obligation will survive indefinitely upon termination of this agreement. |
Non-Solicitation
| 8. | Consultant agrees that during the term of this agreement and for a period of 1 year after termination Consultant will not in any way directly or indirectly interfere with or disrupt the Company’s relationship with its employees or service providers. |
Ownership or Materials and Intellectual Property
| 9. | All intellectual property and related materials (the “IP”) including any related work in progress that is developed or produced under this agreement will be the sole property of the Company and its use will not be restricted in any manner. |
Independent Contractor
| 10. | It is expressly agreed that Consultant is acting as an independent contractor and not as an employee. |
Notices
| 11. | All notices and other communications shall be given in writing and delivered to the Parties as follows: |
| To Company: |
Ozop Surgical Corp 319 Clematis Street, Suite 714 West Palm Beach FL 33401 michael@ozopsurgical.com |
| To Consultant: |
Thomas J McLeer 20 Blue Horizon Laguna Niguel, CA 92677 tmcleer@gmail.com |
Indemnification
| 12. | Each party agrees to indemnify, defend and hold harmless the other Party against all claims, losses, liabilities and demands either Party may suffer arising out of: any breach of the terms of this Agreement; the performance of the Services; and any acts or omissions of either Party hereunder . |
Modification
| 13. | Any amendment or modification or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or its authorized representative. |
Assignment
| 14. | No rights or interests in the Agreement will be assigned by Consultant (including the hiring of subcontractors to perform any part of Services) without the prior written consent of Company. |
Entire Agreement
| 15. | It is agreed that there is no representation, warranty, collateral agreement or condition affecting this agreement except as expressly provided in this agreement |
Severability
| 16. | In the event that any party, article, section, paragraph, or clause of this Agreement shall be held to be indefinite, invalid, or otherwise unenforceable, the entire Agreement shall not fail on account thereof, and the balance of the Agreement shall continue in full force and effect. |
Waiver
| 17. | No waiver of any provision of this Agreement or any right or obligation of a party will be effective unless in writing, signed by the parties. The failure of either party to enforce a right will not constitute a waiver. |
Governing Law
| 18. | This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to the choice of law rules therein, and each of the parties hereby consent to exclusive personal jurisdiction in the state and federal courts of Florida. |
IN WITNESS WHEREOF the parties, intending to be legally bound, have caused this Agreement to be executed on the dates set forth below.
|
Ozop Surgical Corp
_/s/ Michael Chermak__________________________ By: Michael Chermak Its: Chief Executive Officer
Date: 10/1/18 |
_/s/ Thomas McLeer______________________ Thomas J McLeer
Date: 10/1/2018 |
Exhibit 99.1
Ozop Surgical Adds to Management Team,
Hiring Thomas McLeer as Chief Operating Officer
WEST PALM BEACH, Florida—October 03, 2018 - Ozop Surgical (OTC: OZSC), a provider of premium surgical devices in the rapidly growing field of minimally invasive surgery, today announced the addition of Thomas McLeer as Chief Operating Officer.
A respected leader with over 25 years’ experience in spine and orthobiologics, Mr. McLeer has a track record of creating value by aligning people, processes and innovation to support commercial and financial goals. He is experienced in integrating all aspects of sales, marketing, engineering, product development and medical education for both public and private companies, and has proven success energizing startups and turning around under performing companies.
Mr. McLeer most recently served as VP of Sales and Marketing at LinkSpine. Previously he was Senior Vice President of US Commercial Operations for Alphatec Spine (NASDAQ:ATEC), Chief Marketing Officer and General Manager of Spinal Operations for Pioneer Surgical ( acquired by NASDAQ:RTIX), and Vice President of Sales and Marketing for Archus Orthopedics. Earlier in his career, Mr. McLeer served as Vice President of Marketing and Business Development for Spinal Concepts and Vice President of Marketing for Interpore Cross International.
“We look forward to adding Tom’s experience within the spinal community to our talented team,” said Michael Chermak, CEO and Director of Ozop Surgical. “We are continuing to build an exceptional management team to drive growth and provide visionary leadership into the future. We believe Tom will help keep us at the leading edge of cost effective innovation.”
“Ozop Surgical is capitalizing on the growing need for minimally invasive surgery techniques and products, and I’m excited to help define the company’s strategic growth plans,” said Mr. McLeer. “I look forward to using our strong domain knowledge in endoscopy and spine to create the next generation of operative solutions.”
Salman Chaudhry, given his broad skill set and global business experience, has been appointed Chief Commercial Officer International. Salman said “We welcome the addition of someone with Tom’s experience, tremendous reputation and relationships while allowing us to give greater focus to the international market. This represents a huge step forward as we implement our aggressive expansion plans.”
About Ozop Surgical Corp.
Ozop Surgical, Corp. (www.ozopsurgical.com) invents, designs, develops, manufactures and globally distributes innovative endoscopic instruments, surgical implants, instrumentation, devices and related technologies, focused on spine, neurological and pain management procedures and specialties. Our focus is on economically disrupting the market with clinically equivalent or superior existing and new products resulting in immediate and significant savings for providers, payors and consumers. For more information please visit www.ozopsurgical.com .
Safe Harbor Statement
This news release contains statements that involve expectations, plans or intentions (such as those relating to future business or financial results) and other factors discussed from time to time in the Company's Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as "may," "should," "expect," "anticipate," "believe," "estimate," "intend," "plan" and other similar expressions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the company. The company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Investor Relations:
Ted Haberfield
President
MZ Group - MZ North America
(760) 755-2716
thaberfield@mzgroup.us
www.mzgroup.us