EVOL Evolving Systems Inc

Departure of Directors or Certain Officers

(e)        On August 26, 2022 (the “Resignation Date”), Matthew Stecker resigned as the Company’s Chief Executive Officer (the “Resignation”). In connection with the Resignation, the Company and Mr. Stecker entered into an Employee Separation Agreement and Mutual General Release on August 26, 2022 (the “Release Agreement”). Pursuant to the terms of the Release Agreement, Mr. Stecker’s last day of employment with the Company was August 26, 2022. In exchange for providing the Company a release for any claims and certain obligations under his employment agreement, Mr. Stecker will receive a payment of $350,000.00. He will also receive, pursuant to the Release Agreement, accelerated vesting of the unvested 100,000 restricted stock awards (“RSAs”) from his Restricted Stock grant dated January 21, 2022. Mr. Stecker has the right to revoke the Agreement within seven days of the Resignation Date.

Mr. Stecker will continue to serve on the Company’s board of directors. Mr. Stecker has also agreed to provide certain services to the Company until December 31, 2022.

The foregoing description of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.

Appointment of Certain Directors or Officers

(c)        On August 26, 2022, the Company appointed Igor Volshteyn as its Chief Executive Officer.

Igor Volshteyn, age 45, has served as a member of the company’s board of directors since January 2022, and as chair of the Investment Committee since his appointment. Mr. Volshteyn currently serves as President, Chief Executive Officer and a director of CCUR Holdings, Inc., having previously served as interim Chief Operating Officer and President, and Senior Vice President of Business Development since 2019. Since August 2022, Mr. Volshteyn has served as a director of SeaChange International, Inc. (NASDAQ: SEAC), where he chairs the Audit Committee. From August 2020 through November 2021, Mr. Volshteyn served as Chief Financial Officer and a director of Spartacus Acquisition Corporation, a Nasdaq listed special purpose acquisition corporation focused on the TMT industry that completed a business combination with NextNav Inc. (NASDAQ: NN) in October 2021. Mr. Volshteyn began his career as a research analyst and investment banker at Tejas Securities Group, Inc., focusing primarily on technology and telecommunications, and has over 20 years of experience in the investment management industry. Mr. Volshteyn served as the Managing Partner and Chief Investment Officer at Echelon Investment Partners LP from May 2016 to December 2018 and as an analyst and portfolio manager at Millennium Management from July 2007 to March 2016. From August 2019 to February 2020, Mr. Volshteyn served on the board of directors for Goodman Networks, Inc. He graduated with a Bachelor of Business Administration in Finance, with highest honors, from the University of Texas at Austin.

Mr. Volshteyn has no family relationships with any director or executive officer of the Company, there are no arrangements or understandings between Mr. Volshteyn and any other persons pursuant to which he was selected as CEO of the Company, and there have been no transactions involving the Company and Mr. Volshteyn that the Company would be required to disclose pursuant to Item 404(a) of Regulation S-K.