Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
New Misonix – Board of Directors
On May 1, 2019, Stavros
Vizirgianakis, Gwendolyn Watanabe and Thomas Patton were appointed to the Board of Directors of New Misonix (the “Board”).
Upon the consummation of the Transaction and in accordance with the terms of the Merger Agreement, Michael Koby and Paul LaViolette
were also appointed by the existing members of the Board to fill vacancies that existed on the Board. The Board determined that
each member of the Board, other than Stavros Vizirgianakis, is an “independent director” under the rules of the NASDAQ.
In addition, the Board formed an audit committee, a nomination and corporate governance committee and a compensation committee
of the Board, which are expected to be composed of the following directors:
Audit Committee:
Thomas Patton, Gwendolyn Watanabe and Michael Koby.
Nomination and Corporate
Governance Committee: Thomas Patton, Gwendolyn Watanabe and Paul LaViolette.
Compensation Committee:
Thomas Patton, Gwendolyn Watanabe and Paul LaViolette.
Certain biographical information and other
information for the individuals that have joined the Board from Solsys’ board of directors is below.
Michael Koby
(Age - 46) has been designated by Solsys to serve on the Board. Mr. Koby co-founded 1315 Capital in 2014. Prior to
founding 1315 Capital, Mr. Koby was a Managing Director of Palm Ventures, a private-equity focused family office, where Mr.
Koby led all healthcare investing from 2010 to 2014. Prior to that, Mr. Koby was an investor at Galen Partners, a healthcare
growth equity investment firm, from 1997 to 1999 and from 2004 to 2010. Mr. Koby also served in business development roles
with Novoste Corporation and Medtronic, Inc. between 1999 and 2002 and as a healthcare investment banking analyst at Dillon,
Read & Co. from 1995 to 1997. Mr. Koby holds an MBA in Healthcare Management from The
Wharton School and a B.S. from Cornell University.
Paul
LaViolette (Age - 61) has been designated by Solsys to serve on the Board. In 2009, Mr. LaViolette joined SV Health
Investors, a leading life sciences growth equity and venture capital firm, and has served as Managing Partner since 2014. Mr.
LaViolette currently serves as Chairman of the Board of a public company, TransEnterix, Inc., a surgical robotics company,
and continues to serve on the board of directors of several other early and growth stage private medical device companies.
Additionally, Mr. LaViolette has served as a director of the Medical Device Manufacturers Association for the past decade and
as Vice Chairman of the Innovation Advisory Board for the Partners Health System for the past five years. Prior to joining SV
Health Investors, Mr. LaViolette spent nearly three decades building and leading medical device businesses. From 1994 to
2008, Mr. LaViolette served in several roles at Boston Scientific Corporation including President of Cardiology and
International, Group President of Cardiovascular and Endosurgery, and Chief Operating Officer. Prior to joining Boston
Scientific Corporation, Mr. LaViolette served in general management and commercial leadership roles at C.R. Bard from 1984 to
1993 and at Kendall (Medtronic) from 1980 to 1984. Mr. LaViolette holds an MBA from Boston
College and a B.A. in Psychology from Fairfield University.
The description of
compensation arrangements for the Board included in Old Misonix’s Definitive Proxy Statement filed on March 25, 2019 is incorporated
by reference into this Item 5.02.
New Misonix – Executive Officers
Upon the consummation
of the Transaction, Stavros Vizirgianakis resigned from his position as the President of New Misonix. In addition, upon the consummation
of the Transaction, the following individuals were appointed as executive officers of New Misonix:
Name
|
|
Position
|
Stavros Vizirgianakis
|
|
Chief Executive Officer
|
Allan Staley
|
|
President
|
Joseph Dwyer
|
|
Chief Financial Officer
|
Sharon Klugewicz
|
|
Chief Operating Officer
|
Scott Ludecker
|
|
Senior Vice President, Global Sales and Marketing
|
Certain biographical and other information
of the foregoing individuals that have joined New Misonix from Solsys is below.
Allan
Staley (Age - 59) will serve as the President of New Misonix. Mr. Staley co-founded Solsys in 1999 and served as
Solsys’ Chief Executive Officer from May 2015 until September 27, 2019. From 2007 through May 2015, Mr. Staley served
as the President of Solsys and ran its day-to-day operations, including managing reports for sales, marketing, finance,
quality and market access. During that time, Mr. Staley led Solsys’ approximately $45 million of equity capitalization
and $20 million of debt capitalization to grow the business. Mr. Staley created Solsys’ business relationship with
LifeNet Health, Inc. in 2010 to market and distribute TheraSkin and led the reimbursement strategy, and its tactical
execution, to secure broad reimbursement coverage for TheraSkin. Prior to 2007, Mr. Staley was a business attorney for 21
years. Mr. Staley received his J.D. from the Marshall-Wythe School of Law at the College of William & Mary and his B.S.
from Randolph-Macon College.
The description of
the employment agreement between Allan Staley and New Misonix included in the Registration Statement is incorporated by reference into this Item 5.02.
The descriptions of
the executive compensation of Stavros Vizirgianakis, Joseph Dwyer, Sharon Klugewicz and Scott Ludecker included in Old Misonix’s
Definitive Proxy Statement filed on March 25, 2019 are incorporated by reference into this Item 5.02.
There are no family
relationships among any of New Misonix’s directors or among any of New Misonix’s directors and New Misonix’s
executive officers.
In connection with
his or her appointment as an executive officer of New Misonix or to the Board, each executive officer and director of New Misonix
entered into New Misonix’s standard form of indemnification agreement, which is attached as Exhibit 10.2 hereto and incorporated
by reference.
The information set
forth in Item 2.01 of this Form 8-K is incorporated by reference into this Item 5.02.
Old Misonix
Upon the
consummation of the Transaction, Thomas Patton, Gwendolyn Watanabe, Patrick McBrayer and Dr. Charles Miner III resigned as
directors of Old Misonix, and Stavros Vizirgianakis became the sole director, President and Chief Executive Officer of Old
Misonix, which will continue as a wholly-owned subsidiary of New Misonix.