Medizone International, Inc. (OTCMKTS:MZEI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors) of Medizone International, Inc. (the Company)
appointed Dwayne Montgomery as a director of the Company, to fill
the vacancy created by the departure of Edwin G. Marshall, former
Chairman and Chief Executive Officer of the Company who retired
from all positions with the Company effective February 28, 2017.
Mr. Montgomery will serve as a member of the Audit Committee,
which he will chair, and Compensation Committee of the Board of
Directors. The Board has determined that Mr. Montgomery meets the
qualifications of an audit committee selection, as defined by the
applicable regulations promulgated by the Securities and Exchange
Commission (Commission) under the Securities Exchange Act of
1934, as amended. The Board also believes that Mr. Montgomery
meets stock exchange requirements regarding financial literacy.
To assist the Board in making its determination regarding
director independence, the Board has adopted independence
standards that conform to the independence requirements of the
NASDAQ Stock Market. In addition to evaluating each directors
independence, the Board considers all relevant facts and
circumstances in making its independence determination. In the
case of Mr. Montgomery, the Board noted that Mr. Montgomery is
not (and will not be) an officer or employee of the Company, and
that he has no direct or indirect relationship with the Company
that would interfere with the exercise of his independent
judgment in carrying out his responsibilities of a director. The
Board also has determined that he qualifies as independent as the
term is used in Item 407 of Regulation S-K as promulgated by the
Commission and as that term is defined under NASDAQ Rule
4200(a)(15).
award under the Companys 2016 Equity Incentive Award Plan for the
purchase of 500,000 shares of Company common stock. The option
exercise price is $0.10 per share, the closing price of the
Companys common stock on the OTC on April 3, 2017. The option
vests one-half (250,000 shares) on the date of grant and one-half
(250,000 shares) when the Board determines the successful
placement of the Companys AsepticSure hospital disinfection
system in the United States market has commenced. The option
expires April 3, 2027.
in the healthcare sector. From April 2014 to June 2016, he was
with Osiris Therapeutics, Inc., a Maryland-based publicly held
company (OSIR) engaged in the research, development, and
marketing or regenerative medicine products. At Osiris, Mr.
Montgomery was General Manager of Orthopaedics and Sports
Medicine from April 2014 to September 2015. He was appointed to
the Chief Business Officer position from September 2015 to
February 2016. He was then appointed interim-CEO and President in
February 2016. He was appointed CEO and President in March 2016
and resigned from his positions at Osiris in June 2016 for
medical reasons. Prior to joining Osiris, Mr. Montgomery was Sr.
Vice President of Sales and Marketing at IlluminOss Medical, Inc.
(2013-2014), Vice President of Commercial Operations at Boxano
Surgical, Inc. (2010-2013) and held progressing roles of
executive responsibility at Smith Nephew, Inc., serving as Vice
President of Sales Marketing for the Clinical Therapies Global
Business, a division that eventually became Bioventus, Inc.
(2003-2008). Mr. Montgomery earned a Bachelor of Science Degree
in Chemistry from the University of North Alabama and a M.B.A.
from the Massey School of Business at Belmont University.
the appointment of Mr. Montgomery as a member of the Companys
Board of Directors effective April 3, 2017. We incorporate by
reference herein the Press Release (attached as Exhibit 99.1).
The information in this Item 7.01 and Exhibit 99.1 attached
hereto shall not be deemed filed for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference
in such filing.
Exhibit
Number
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Description
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99.1
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Press Release dated April 6, 2017.
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About Medizone International, Inc. (OTCMKTS:MZEI)
Medizone International, Inc. is engaged in designing, manufacturing and selling a system using ozone in the disinfection of surgical and other medical treatment facilities and in other applications. The Company’s AsepticSure is an ozone-based technology, which is used for the purpose of decontaminating and disinfecting hospital surgical suites, emergency rooms, intensive care units and other enclosed spaces, such as gym locker rooms, laboratories and veterinary clinics. In the AsepticSure system, oxygen atoms are misted into the environment with a hydrogen peroxide vapor and the system’s formula creates Trioxidane. The Company is developing a variant of AsepticSure for governmental use with bio-terrorism countermeasures. AsepticSure has completed safety and preliminary operational trials. During the tests, AsepticSure has demonstrated a turnaround time of approximately 90 minutes for disinfection and reoccupation of the hospital rooms. Medizone International, Inc. (OTCMKTS:MZEI) Recent Trading Information
Medizone International, Inc. (OTCMKTS:MZEI) closed its last trading session down -0.0058 at 0.0940 with 39,639 shares trading hands.