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Aesther Healthcare Acquisition Corp. *

Aesther Healthcare Acquisition Corp. *

Jul 19, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Ocean Biomedical, Inc.

ENTERPRISE VALUE: $274.875 million
ANTICIPATED SYMBOL: OCEA

Aesther Healthcare Acquisition Corp. proposes to combine with Ocean Biomedical, Inc., a Providence, Rhode Island-based biopharma company with an innovative business model that accelerates the development and commercialization of scientifically compelling assets from research universities and medical centers.

  • Ocean Biomedical deploys the funding and expertise to move new therapeutic candidates efficiently from the laboratory to the clinic, to the world.
  • Ocean Biomedical is currently developing five promising discoveries that have the potential to achieve life-changing outcomes in lung cancer, brain cancer, pulmonary fibrosis, and the prevention and treatment of malaria. The Ocean Biomedical team is working on solving some of the world’s toughest problems, for the people who need it most.

SUBSEQUENT EVENT – 2/13/23 – LINK

  • On February 12, 2023, Aesther, Ocean Biomedical and Vellar again amended and restated the Original Backstop Agreement to increase the maximum number of shares Vellar may purchase under the Definitive A&R Backstop Agreement from 6,000,000 to 8,000,000.
    • In addition, in connection with the closing certain vendors have deferred agreed to defer transaction expenses of approximately $4,374,646.

SUBSEQUENT EVENT – 2/10/23 – LINK

  • Amended Backstop Agreement
    • Aesther and Ocean Biomedical entered into an amended and restated OTC Equity Prepaid Forward Transaction with Vellar Opportunity Fund SPV LLC – Series 3
      • Vellar has agreed to support the Transaction by purchasing up to 6,000,000 shares of Aesther Class A common stock in the open market for up to $60,000,000, including from other Aesther stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer.
      • Aesther has agreed to purchase those shares from Vellar on a forward basis.
      • The purchase price payable by the Company will include a prepayment in the amount of the redemption price per share.
      • The Backstop Agreement matures on the earlier to occur of
        • (a) 3 years after the closing of the Merger Agreement or
        • (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of the shares during 30 out of 45 consecutive trading days is less than $4 per share.
      • In addition, Vellar shall receive $12,408,000 from the Trust Account and use it to purchase Share Consideration Shares that otherwise would have been redeemed using funds from the Trust Account.
        • These shares are not subject to the Backstop Agreement.
        • Aesther has the option to repurchase the Share Consideration Shares from Vellar at an aggregate price of $3,000,000 at any time during the first six months after the Prepayment Date.
    • If an event occurs causing the VWAP Price of Aesther shares to be at or above $20.00 per share for any 30 trading days during a 45 consecutive trading day-period and the aggregate trading volume in respect of such shares during the same 20-day period is at least the product of
      • (a) three and
      • (b) the difference of
        • (x) the Number of Shares and
        • (y) the Terminated Shares (a “Counterparty VWAP Trigger Event”),
          • Then Aesther can notify Vellar of such event an cause the Maturity Date of the Backstop Agreement to occur.
    • The Backstop Agreement calls for the adjustment of the Reset Price on the first scheduled trading day of each month commencing on the first calendar month following the closing of the Business Combination to be the lowest of
      • (a) the then-current Reset Price,
      • (b) the Initial Price and
      • (c) the VWAP Price of the Shares of the last ten trading days of the prior calendar month, but not lower than $10.34.
        • The Reset Price may be reduced further in connection with a dilutive offering undertaken by Aesther.
    • At maturity, any remaining shares subject to the Backstop Agreement will be finally purchased by Aesther at maturity for an additional $2.50 per share.
      • During the term of the Backstop Agreement, Vellar may elect to sell some or all of the shares subject to the Backstop Agreement after which those shares will no longer be subject to the Backstop Agreement, and in such event Vellar will repay the Company with a portion of the sale proceeds.
      • If the Backstop Agreement is terminated after the business combination fails to close, except due to regulatory items or a material breach by Vellar, Aesther will be obligated to pay Vellar a break-up fee equal to $1 million and certain fees and expenses.

EXTENSION – 12/13/22 – LINK

  • On December 13, 2022, Aesther issued a press release announcing that, on December 9, 2022, its Board of Directors approved an extension of the period of time available to Aesther to consummate a business combination from December 16, 2022 to March 16, 2023 (the “Second Extension”).
  • The Second Extension is permitted under the Company’s governing documents. In connection with the Second Extension, the Sponsor has notified the Company that it intends to loan the Company $1,050,000 which the Company will deposit into the Company’s trust account prior to December 16, 2022.
  • The Company will announce the closing and deposit of the $1,050,000 into the Company’s trust account after the applicable deadline of December 16, 2022.
  • The Second Extension provides the Company with additional time to complete its initial business combination.

SUBSEQUENT EVENT – 12/13/22 – LINK

  • On October 4, 2022, the Company and Ocean Biomedical entered into a Forward Share Purchase Agreement (as amended on November 17, 2022, the “Meteora Backstop Agreement”) with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP.
  • The Meteora Backstop Agreement was terminated by AHAC and Ocean Biomedical effective as of December 12, 2022, prior to any share purchases being made by Meteora.

SUBSEQUENT EVENT – 10/5/22 – LINK

  • Additional Backstop
    • Meteora entered into a backstop agreement for up to $40 million at the same terms as the previous backstop with Vellar Opportunity Fund
      • These shares will be purchased on the open market.
      • The Backstop Agreement matures on the earlier to occur of (a) 3 years after the closing of the Merger Agreement or (b) the date specified by Meteora in a written notice delivered at Meteora’s discretion if the VWAP of the shares during 20 out of 30 consecutive trading days is less than $3 per share.
      • At maturity, any remaining shares subject to the forward transaction will be finally purchased by Aesther at maturity for an additional $2.50 per share.
      • During the term of the forward Meteora may elect to sell some or all of the shares subject to the forward transaction after which those shares will no longer be subject to the forward, and in such event Meteora will repay the Company with a portion of the sale proceeds.
      • If the forward is terminated after the business combination fails to close, except due to regulatory items or a material breach by Meteora , Aesther will be obligated to pay the counterparty a break-up fee equal to $1 million and certain fees and expenses.

EXTENSION – 9/12/22 – LINK

  • Aesther announced that its Board of Directors has approved an extension of the period of time available to Aesther to consummate a business combination by three months from September 16, 2022 to December 16, 2022.
  • In connection with the Extension, Aesther’s sponsor, Aesther Healthcare Sponsor, LLC, has agreed to deposit an aggregate of $1,050,000 into Aesther’s Trust account for its public stockholders, representing $0.10 per public share, by September 16, 2022, which will be in the form of a loan.
  • Aesther’s governing documents permit a total of two three-month extensions, of which this is the first.

SUBSEQUENT EVENT – 9/8/22 – LINK

  • Purchase Agreement
    • The Purchase Agreement provides that White Lion Capital is committed to purchasing the Company’s Common Stock with an aggregate gross purchase price of up to $75,000,000 from time to time during the commitment period, which starts on the date of the filing of the initial registration statement covering the resale of securities issued under the Purchase Agreement and shall terminate on the twenty-fourth month anniversary of the filing of such initial registration statement and terms as specified in the Purchase Agreement.
    • Under the Purchase Agreement, on any trading day selected by the Company, the Company has the right, but not the obligation, to present White Lion Capital with a purchase notice, directing White Lion Capital (as principal) to purchase up to a certain amount shares of the Company’s Common Stock (“Purchase Notice”) at a certain price as defined in the Purchase Agreement.
    • The number of shares sold pursuant to any such Purchase Notice may not exceed (i) $2,000,000, divided by the closing price of Common Stock on Nasdaq preceding the Purchase Notice date and (ii) a number of shares of the Company’s Common Stock equal to the five-day average daily trading volume multiplied by sixty-seven percent (67%).

TRANSACTION

  • The proposed Transaction was unanimously approved by the boards of directors of all parties, at an expected combined pro forma enterprise value of approximately $275 million, assuming no redemptions of current Aesther public stockholders.
  • In connection with the proposed Transaction, Aesther signed a Confirmation Agreement for an up to $40 million committed backstop by Vellar Opportunity Fund SPV LLC – Series 3.
  • Additionally, the proposed Transaction includes a contingent earnout payable to the Ocean Biomedical stockholders and the sponsor.
  • The proposed Transaction is expected to be completed in Q4 2022, subject to, among other things, the approval by Aesther stockholders, governmental, regulatory, and third party approvals, the satisfaction of minimum closing net tangible asset and cash requirements, and the satisfaction or waiver of other customary closing conditions.

Aesther Transaction Overview

PIPE

  • Aesther to seek and consummate subscription agreements with investors totaling in the range of $50,000,000 to $75,000,000

BACKSTOP

  • Aesther signed a Confirmation Agreement for an up to $40 million committed backstop by Vellar Opportunity Fund SPV LLC.
    • These shares will be purchased on the open market.
    • The Backstop Agreement matures on the earlier to occur of (a) 3 years after the closing of the Merger Agreement or (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of the shares during 20 out of 30 consecutive trading days is less than $3 per share.
    • At maturity, any remaining shares subject to the forward transaction will be finally purchased by Aesther at maturity for an additional $2.50 per share.
    • During the term of the forward Vellar may elect to sell some or all of the shares subject to the forward transaction after which those shares will no longer be subject to the forward, and in such event Vellar will repay the Company with a portion of the sale proceeds.
    • If the forward is terminated after the business combination fails to close, except due to regulatory items or a material breach by Vellar, Aesther will be obligated to pay the counterparty a break-up fee equal to $1 million and certain fees and expenses.
  • Meteora entered into a backstop agreement for up to $40 million at the same terms listed above.
  • Amended Backstop Agreement – LINK
    • Aesther and Ocean Biomedical entered into an amended and restated OTC Equity Prepaid Forward Transaction with Vellar Opportunity Fund SPV LLC – Series 3
      • Vellar has agreed to support the Transaction by purchasing up to 6,000,000 shares of Aesther Class A common stock in the open market for up to $60,000,000, including from other Aesther stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer.
      • Aesther has agreed to purchase those shares from Vellar on a forward basis.
      • The purchase price payable by the Company will include a prepayment in the amount of the redemption price per share.
      • The Backstop Agreement matures on the earlier to occur of
        • (a) 3 years after the closing of the Merger Agreement or
        • (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of the shares during 30 out of 45 consecutive trading days is less than $4 per share.
      • In addition, Vellar shall receive $12,408,000 from the Trust Account and use it to purchase Share Consideration Shares that otherwise would have been redeemed using funds from the Trust Account.
        • These shares are not subject to the Backstop Agreement.
        • Aesther has the option to repurchase the Share Consideration Shares from Vellar at an aggregate price of $3,000,000 at any time during the first six months after the Prepayment Date.
    • If an event occurs causing the VWAP Price of Aesther shares to be at or above $20.00 per share for any 30 trading days during a 45 consecutive trading day-period and the aggregate trading volume in respect of such shares during the same 20-day period is at least the product of
      • (a) three and
      • (b) the difference of
        • (x) the Number of Shares and
        • (y) the Terminated Shares (a “Counterparty VWAP Trigger Event”),
          • Then Aesther can notify Vellar of such event an cause the Maturity Date of the Backstop Agreement to occur.
    • The Backstop Agreement calls for the adjustment of the Reset Price on the first scheduled trading day of each month commencing on the first calendar month following the closing of the Business Combination to be the lowest of
      • (a) the then-current Reset Price,
      • (b) the Initial Price and
      • (c) the VWAP Price of the Shares of the last ten trading days of the prior calendar month, but not lower than $10.34.
        • The Reset Price may be reduced further in connection with a dilutive offering undertaken by Aesther.
    • At maturity, any remaining shares subject to the Backstop Agreement will be finally purchased by Aesther at maturity for an additional $2.50 per share.
      • During the term of the Backstop Agreement, Vellar may elect to sell some or all of the shares subject to the Backstop Agreement after which those shares will no longer be subject to the Backstop Agreement, and in such event Vellar will repay the Company with a portion of the sale proceeds.
      • If the Backstop Agreement is terminated after the business combination fails to close, except due to regulatory items or a material breach by Vellar, Aesther will be obligated to pay Vellar a break-up fee equal to $1 million and certain fees and expenses.

EARNOUT

  • The merging company will be entitled to receive 19 million shares over a 3-year period at certain price thresholds.
    • 5 million shares after trading above $15.00 for 20/30 trading days
    • 7 million shares after trading above $17.50 for 20/30 trading days
    • 7 million shares after trading above $20.00 for 20/30 trading days
  • The sponsor will also receive 1 million class A shares at each of the price thresholds listed above.

EXTENSIONS

  • Aesther shall, in accordance with its organizational documents and public filings, extend, by three months, the deadline by which it must complete the Transaction.
    • To the extent necessary, Aesther shall obtain a second three-month extension by no later than December 16, 2022.
    • Further, Sponsor will be entitled to receive from Aesther, in the aggregate,
      • (i) a number of shares of Aesther’s Class A common stock with an aggregate value equal to the amount Sponsor contributed to the Trust Account as part of the extension(s), with each share of Aesther’s Class A common stock valued at the per share price plus 
      • (ii) 500,000 additional shares of Aesther’s Class A common stock.

LOCK-UP

  • Sponsor
    • One year from the closing date, or if the share equals or exceeds $12.00 for 20/30 trading days
  • Company
    • Not mentioned.

NOTABLE CONDITIONS TO CLOSING

  • Approvals of any required governmental authorities and completion of any antitrust expiration periods.
  • At the Closing, Aesther having $50,000,000 in cash and cash equivalents, including funds remaining in the trust account

NOTABLE CONDITIONS TO TERMINATION

  • By either Aesther and Ocean Biomedical if any of the conditions to Closing have not been satisfied or waived by March 17, 2023 (the “Outside Date”)
  • By either Aesther or Ocean Biomedical if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transaction, and such order or other action has become final and non-appealable
  • The Merger Agreement does not provide for any termination fees

ADVISORS

  • EF Hutton, division of Benchmark Investments, LLC, serves as capital markets advisor to Aesther Healthcare Acquisition Corp.
  • Cohen & Company Capital Markets is serving as Capital Markets advisor to the SPAC.
  • Nelson Mullins Riley & Scarborough LLP serves as legal counsel to Aesther Healthcare Acquisition Corp.
  • Malone Bailey, LLP serves as auditors to Aesther Healthcare Acquisition Corp.
  • Dykema Gossett PLLC serves as legal counsel to Ocean Biomedical, Inc.
  • Deloitte & Touche LLP serves as auditors to Ocean Biomedical, Inc.

The below-announced combination was terminated on 7/19/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: United Gear & Assembly, Inc. (EVGT LTD) [Terminated 7/19/22]

ENTERPRISE VALUE: $350 million
ANTICIPATED SYMBOL: EVGT

Aesther Healthcare Acquisition Corp. proposes to combine with United Gear & Assembly, Inc.,  a manufacturer of high precision gears for electric vehicles and other rapidly developing industries.

For nearly 50 years, Hudson Wisconsin-based United Gear has been a supplier of precision gears, shafts, and related assemblies to global OEMs. United Gear is ISO/IATF 16949 registered and they are members of the American Gear Manufacturers Association. In 2017, United Gear expanded its prototype department to accommodate a broader range of products.

SUBSEQUENT EVENT – 7/8/22 – LINK

Common Stock Purchase Agreement

  • Pursuant to the Common Stock Purchase Agreement, AHAC has the right, but not the obligation to require White Lion to purchase, from time to time, up to $50,000,000 in aggregate gross purchase price of newly issued shares of the AHAC’s Class A common stock or following the Closing of the Merger, newly issued shares of the AHAC’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.
    • AHAC’s right to sell shares to White Lion will commence on the effective date of the registration statement and extend for a period of two years.
    • AHAC may notify White Lion when AHAC exercises its right to sell shares
    • The number of shares sold pursuant to any such notice may not exceed:
      • (i) $1,000,000, divided by the closing price of Common Stock on Nasdaq preceding the Notice Date and
      • (ii) a number of shares of Common Stock equal to the Average Daily Trading Volume multiplied by 67%
    • The purchase price to be paid by White Lion for any such shares will equal 95.0% of the lowest daily volume-weighted average price of Common Stock during a period of two consecutive trading days following the applicable Notice Date.
      • However, if during such a two-trading day period the trading price of the Common Stock falls below a price equal to 90.0% of the opening trading price of the Common Stock, then the number of shares to be purchased by White Lion will be reduced proportionately based on the portion of the two-trading day period that has elapsed, and the purchase price will equal 95.0% of the Threshold Price.
    • AHAC will have the right to terminate the Common Stock Purchase Agreement at any time after Commencement, at no cost or penalty, upon three trading days’ prior written notice if:
      • (i) there is a Fundamental Transaction,
      • (ii) AHAC is in breach or default in any material respect of the White Lion RRA,
      • (iii) there is a lapse of the effectiveness, or unavailability of, the Registration Statement for a period of 45 consecutive trading days or for more than an aggregate of 90 trading days in any 365-day period,
      • (iv) the suspension of trading of the Common Stock for a period of five consecutive trading days or
      • (v) the material breach of the Common Stock Purchase Agreement by AHAC, which breach is not cured within the applicable cure period. No termination of the Common Stock Purchase Agreement will affect the registration rights provisions contained in the White Lion RRA.
    • AHAC has agreed that it will issue to White Lion shares of Common Stock having a value of $500,000 based on the volume-weighted average price of the Common Stock prior to the time of issuance, which is expected to occur following the Closing and to include such shares in the registration statement it will file pursuant to the White Lion RRA.
  • AHAC entered into the White Lion RRA with the White Lion in which AHAC has agreed to register the shares of Common Stock purchased by White Lion with the SEC for resale. 

TRANSACTION

  • The aggregate merger consideration to be paid pursuant to the Merger Agreement to the Company Stockholder is based on an enterprise value for United Gear of Three Hundred Fifty Million Dollars ($350,000,000), with such consideration paid in a mix of:
    • (i) $20,000,000 in cash (the “Cash Consideration”)
    • (ii) 33,000,000 shares of common stock each valued at $10.00/share
  • If AHAC does not have sufficient cash at Closing to pay the Cash Consideration, AHAC will be required to deliver to the Company Stockholder a promissory note with a principal amount equal to the applicable shortfall, with a maturity of six months from the Closing Date.

PIPE

  • There is no PIPE for this transaction at this time, but the company will seek to enter into such agreements with investors
  • Common Stock Purchase Agreement – LINK
    • Pursuant to the Common Stock Purchase Agreement, AHAC has the right, but not the obligation to require White Lion to purchase, from time to time, up to $50,000,000 in aggregate gross purchase price of newly issued shares of the AHAC’s Class A common stock or following the Closing of the Merger, newly issued shares of the AHAC’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

EARNOUT

  • Company
    • 65,000,000 shares that will be vested for a total of 3 years
      • Base Earnout
        • Adjusted EBITDA for the fiscal year ending August 31, 2023 is equal to or greater than $10,200,000, then the Company Stockholder will be entitled to receive 15,000,000 shares
        • Adjusted EBITDA for the fiscal year ending August 31, 2024 is equal to or greater than $24,100,000, then the Company Stockholder will be entitled to receive 15,000,000 shares
        • Adjusted EBITDA for the fiscal year ending August 31, 2025 is equal to or greater than $39,100,000, then the Company Stockholder will be entitled to receive 15,000,000 shares
      • Bonus Earnout
        • 2023 Adjusted EBITDA is equal to or greater than $12,240,000, then the Company Stockholder will be entitled to receive 6,666,667 shares of AHAC common stock
        • 2024 Adjusted EBITDA is equal to or greater than $28,920,000, then the Company Stockholder will be entitled to receive 6,666,667 shares of AHAC common stock
        • 2025 Adjusted EBITDA is equal to or greater than $46,920,000, then the Company Stockholder will be entitled to receive 6,666,667 shares of AHAC common stock

LOCK-UP

  • Company and Sponsor
    • 6 months from the Closing or if the shares are equal to or exceeding $12.00 for any 20/30 trading days at least 75 days after Closing

NOTABLE CONDITIONS TO CLOSING

  • Upon the Closing, after giving effect to the completion of the Redemption, and any PIPE Investment AHAC shall have net tangible assets of at least $5,000,001

NOTABLE CONDITIONS TO TERMINATION

  • By either AHAC or United Gear if any of the conditions to Closing have not been satisfied or waived by December 17, 2022 (the “Outside Date”) provided that AHAC will have the right to extend the Outside Date if it obtains an extension of the deadline by which it must complete its business combination (an “Extension”) for an additional period the shortest of
    • (i) three months
    • (ii) the period ending on the last day for AHAC to consummate a business combination after such an Extension
    • (iii) such period as determined by AHAC
  • By either AHAC or United Gear if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such order or other action has become final and non-appealable

ADVISORS

  • Ellenoff Grossman & Schole LLP is serving as legal advisor to Aesther
  • Barack Ferrazzano Kirschbaum & Nagelberg LLP is acting as legal advisor to United Gear.
  • EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to Aesther.
  • Colonnade Securities LLC is acting as financial advisor to United Stars.

MANAGEMENT & BOARD

Executive Officers

Suren Ajjarapu, 51
Chairman, Chief Executive Officer and Director

He has served as the Chairman of the Board, Chief Executive Officer and Secretary of TRxADE Health, Inc., formerly Trxade Group, Inc. (NASDAQ:MEDS)(“TRxADE”) since its acquisition of Trxade Group, Inc., a Nevada corporation (“Trxade Nevada”) (our predecessor company) on January 8, 2014, and as the Chairman of the Board, Chief Executive Officer and Secretary of Trxade Nevada since its inception. Since March 2021, Mr. Ajjarapu has served on the Board of OceanTech Acquisitions I Corp., a Special Purpose Acquisition Company (SPAC)(NASDAQ:OTECU). Mr. Ajjarapu has served on the Board of Kano Energy, Inc, a private company, which is involved in developing renewable natural gas sites in USA since 2018. Mr. Ajjarapu was a Founder, CEO and Chairman of Sansur Renewable Energy, Inc., a company involved in developing wind power sites in the Midwest, United States, from 2009 to 2012. Mr. Ajjarapu was a Founder, President and Director of Aemetis, Inc., a biofuels company (AMTX.OB) and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary of Aemetis, Inc., from 2006 to 2009. Mr. Ajjarapu was Co-Founder, COO, and Director Global Information Technology, Inc., an IT outsourcing and systems design company, headquartered in Tampa, Florida with major operations in India from 1995 to 2006. Mr. Ajjarapu holds an MS in Environmental engineering from South Dakota State University, Brookings, South Dakota, and an MBA from the University of South Florida, specializing in International Finance and Management. Mr. Ajjarapu is also a graduate of the Venture Capital and Private Equity program at Harvard University.

Howard A. Doss, 67
Chief Financial Officer and Secretary

Since January 2014, he has served as the Chief Financial Officer of TRxADE. Since January 2014. Mr. Doss has served in a variety of capacities with accounting and investment firms. He joined the staff of Seidman & Seidman (BDO Seidman, Dallas) in 1977 and, in 1980, he joined the investment firm Van Kampen Investments, opening the firm’s southeast office in Tampa, Florida in 1982. He remained with the firm until 1996 when he joined Franklin Templeton to develop corporate retirement plan distribution. After working for the Principal Financial Group office in Tampa, Florida, Mr. Doss was City Executive for U.S. Trust in Sarasota, Florida, responsible for high net worth individuals. He retired from that position in 2009. He served as CFO and Director for Sansur Renewable Energy, an alternative energy development company, from 2010 to 2012. Mr. Doss has also served as President of STARadio Corp. since 2005. Mr. Doss is a member of the America Institute of CPA’s. He is a graduate of Illinois Wesleyan University.

Board of Directors

Michael L. Peterson, 59
Director Nominee

Mr. Peterson has served as the president of Nevo Motors, Inc. since December 2020, which is in the process of commercializing a range extender generator technology for the heavy-duty electric vehicle market. Mr. Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei, Taiwan from June 2018 to June 2021. Since February 2021, Mr. Peterson has served on the board of directors and as the Chairman of the Audit Committee of Indonesia Energy Corporation Limited (NYSE American: INDO). Mr. Peterson served as an independent member of the Board of Directors of Trxade from February 2021 to May 2021. Mr. Peterson served as the CEO of Pedevco Corp. (NYSE American:PED), a public company engaged primarily in the acquisition, exploration, development and production of oil and natural gas shale plays in the US from May 2016 to May 2018. Mr. Peterson served as CFO of Pedevco between July 2012 and May 2016, and as Executive Vice President of Pacific Energy Development (Pedevco’s predecessor) from July 2012 to October 2014, and as Pedevco’s President from October 2014 to May 2018. Mr. Peterson joined Pacific Energy Development as its Executive Vice President in September 2011, assumed the additional office of Chief Financial Officer in June 2012, and served as a member of its board of directors from July 2012 to September 2013. Mr. Peterson formerly served as Interim President and CEO (from June 2009 to December 2011) and as director (from May 2008 to December 2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis, Inc. (formerly AE Biofuels Inc.), a Cupertino, California-based global advanced biofuels and renewable commodity chemicals company (AMTX.OB), and as Chairman and Chief Executive Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen Energy, Inc.), a Cupertino, California-based developer of utility-scale solar farms which he helped form in December 2008 (from December 2008 to July 2012). From 2005 to 2006, Mr. Peterson served as a managing partner of American Institutional Partners, a venture investment fund based in Salt Lake City. From 2000 to 2004, he served as a First Vice President at Merrill Lynch, where he helped establish a new private client services division to work exclusively with high net worth investors. From September 1989 to January 2000, Mr. Peterson was employed by Goldman Sachs & Co. in a variety of positions and roles, including as a Vice President. Mr. Peterson received his MBA at the Marriott School of Management and a BS in statistics/computer science from Brigham Young University. His skills in managing businesses in public corporations, financial planning and strategic management will be a great asset for the target company, and as such, believe that Mr. Peterson is well qualified to serve on the board of directors of the Company.

Venkatesh Srinivasan, 54
Director Nominee

Mr. Srinivasan has served as the President of Micor Labs USA, a pharmaceuticals company since January 2021. From May 2020 to December 2020, he served as President of Rising Pharma, USA, a pharmaceuticals company. From January 2014 to March 2020, he served as President and Chief Executive Officer of Ascend Laboratories, USA, where he grew the business, including building a new team and strengthening processes and systems. In addition, Mr. Srinivasan served as a Director at Pfizer India from August 2006 to January 2014. Mr. Srinivasan received a Bachelor of Chemical Engineering degree from the University of Mumbai, a Master’s of Science Degree in Chemical Engineering from Washington State University, and an MBA from the Indian Institute of Management. His skillset will be extremely useful as we conduct due diligence works on target companies, and as such, believe that Mr. Srinivasan is well qualified to serve on the board of directors of the Company.

Donald G. Fell, 74
Director Nominee

Mr. Fell is presently Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct professor of economics for the University of Colorado, Colorado Springs, a position he has held since 2011. Mr. Fell has also served as an independent director of Trxade since January 2014, as well as a director of Trxade Nevada since December 2014. From 1995 – 2012, Mr. Fell held positions with the University of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the Public Policy Institute. He has also served as visiting professor of economics at the University of LaRochelle, France, and as adjunct professor of economics at both Illinois State University and The Ohio State University. Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University and is all but dissertation (ABD) in economics from Illinois State University. Through his work with the Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has conducted graduate institutes on economic policy and environmental economics in 44 states, throughout Canada, the Islands and Eastern Europe.

Siva Saravanan, 46
Director Nominee

Mr. Saravanan has served as the Chief Digital Officer and Managing Director of Wavestone US, a management and consulting company since March 2020. From August 2018 to February 2020, Mr. Saravanan served as the Senior Vice President and Chief Information Officer for Reviver, an IoT start-up that creates connected digital license plates for autonomous driving. From June 2017 to August 2018, Mr. Saravanan served as the Chief Executive Officer and Principal of Harvis Group Inc., a human resource consulting company. He was also VP of IT Digital Transformation and Program Delivery at Aristocrat Technologies, where he led the transformation of business systems for a leading high-tech gaming manufacturer, from January 2016 to June 2017. Mr. Saravanan spent five years at Verifone as a Senior Director supporting technology operations in 40+ countries and also taking on delivery responsibilities. Mr. Saravanan holds a M.S. in Systems Engineering from Tennessee State University and B.S in Mechanical Engineering from Annamalai University in Chidambaram, India. He is also on the Advisory Board of NishTech Inc., a digital commerce company and the Advisory Council of George Washington University School of Business Digital Program. Mr. Saravanan is a member of Forbes Technology Council contributing regularly.

 

ByAnthony Sozzi