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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(a) and (b) - Resignation of Mark Smith as Chief Executive Officer
On June 6, 2019, Mark Smith resigned as Chief Executive Officer, director, and Chairman of the Board of Directors (the “Board”) of Geospatial Corporation, a Nevada corporation (the “Company), effective June 11, 2019. In connection with his resignation, Mr. Smith relinquished his role as “Principal Executive Officer” of the Company for SEC reporting purposes. Mr. Smith’s resignation as Chief Executive Officer and as Chairman of the Board did not arise from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(c) and (d) - Appointment of David Truitt as Chief Executive Officer and Chairman of the Board of Directors
On June 12, 2019, acting pursuant to unanimous approval of Board, appointed David Truitt as Chief Executive Officer, director, and Chairman of the Board of the Company. In connection with his appointment as Chief Executive Officer, Mr. Truitt was designated as the Company’s “Principal Executive Officer” for SEC reporting purposes.
David Truitt, age 55, has professional experience with growing technology services companies, as well as software/product development focused companies. Mr. Truitt was the founder, and has served as President and Chief Executive Officer of Discover Technologies, since 2010, where he is
responsible for defining and executing corporate vision as well as providing strategic direction over company operations.
Prior to joining Discover Technologies, Mr. Truitt was the founder, and served as President and Chief Executive Officer of MicroLink LLC., which was sold in 2010. Mr. Truitt graduated from the University of North Carolina in 1987 with Bachelor of Arts degrees in Economics and Industrial Relations. Mr. Truitt’s experience with growing technology services companies, as well as software/product development focused companies will provide excellent synergies with our Company’s mission. Based on Mr. Truitt’s work experience, the Board believes that he is well qualified to serve as a director and Chief Executive Officer of the Company.
Family Relationships
There are no family relationships between Mr. Truitt and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”).
Related Party Transactions
Mr. Truitt holds a Secured Promissory Note (the “Note”) bearing interest at 20% per annum. Principal and interest on the Note totaled $1,854,896 at May 31, 2019. The note was due on September 15, 2018. The Note is convertible to the Company’s common stock at price per share of the higher of 75% of the 10-day average bid price or $0.02, and is secured by substantially all the assets of the Company.
On March 7, 2019, Mr. Truitt loaned the Company an additional $100,000 pursuant to a Secured Promissory Note (the “March 2019 Note”) bearing interest at 10% per annum. Principal and interest on the March 2019 Note totaled $83,851 at May 31, 2019. The March 2019 Note is secured by substantially all assets of the Company.
Material Plans, Contracts, or Arrangements
The Company presently does not have any contracts or arrangements with Mr. Truitt.
(d) - Appointment of Troy Taggart as Director
On June 12, 2019, acting pursuant to unanimous approval of the Company’s Board, Troy Taggart was appointed as a director of the Company.
Mr. Taggart, age 53, joined the Company as an employee in 2012 and has served as our President since 2013. Mr. Taggart held executive and senior-level positions with several financial services firms prior to co-founding McKim and Company (Formerly VentureRound), a boutique investment banking firm, in 2001. Prior, Mr. Taggart served as Executive Vice President of Bacterin International from 2008 through 2012. Based on Mr. Taggart’s work experience, the Board believes that he is well qualified to serve as a director of the Company.
Family Relationships
There are no family relationships between Mr. Taggart and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”)
Related Party Transactions
Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Taggart had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Material Plans, Contracts, or Arrangements
The Company presently does not have any contracts or arrangements with Mr. Taggart.