UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 3, 2019
StHealth Capital Investment Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 814-01137 | 47-1709055 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
| | | |
| | 680 Fifth Ave., 21st Floor | |
| | New York, NY 10019 | |
| | (Address of principal executive offices) | |
646-512-9054
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange
on Which Registered |
| Common Stock, par value $0.001 per share | N/A | Not Registered on any exchange at this time |
| Preferred Stock, par value $0.001 per share | N/A | Not Registered on any exchange at this time |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Senator Ronald Silver as Interim Independent Director
On December 3, 2019, the existing members of the Board of Directors (the “Board”) of StHealth Capital Investment Corporation (the “Company”) held a meeting of the Board and agreed to nominate Senator Ronald Silver as interim independent director until such time as the 2020 Annual Meeting of Stockholders of the Company is held. The appointment is effective as of December 3, 2019.
Biographical Information for Interim Independent Director
The biographical information of Senator Ronald Silver, the new interim independent director, is set forth below:
Senator Ronald A. Silver was first elected to the Florida House of Representatives in 1978, and continued his tenure in that body until 1992. While in the Florida House, Senator Silver served in major positions, including Majority Whip (1984-1986) and Majority Leader (1986-1988). He also chaired various committees, including the Select Committee on Juvenile Justice, Criminal Justice, Ethics and Elections, as well as the Subcommittee of Appropriations on General Government.
Senator Silver was then elected to the Florida Senate in 1992 and subsequently re-elected, serving as the Majority (Democratic) leader for the 1994 session. During his last term in the Senate, he was designated by both the House and Senate as the Dean of the Legislature recognizing his standing as the longest serving member.
His career as a lawmaker has yielded a vast and extensive knowledge of public policy issues and the legislative process, allowing him to be an advocate and servant for his diverse community. Throughout his tenure in the Senate, Mr. Silver has been known to tackle tough issues, transcend partisanship and build strong coalitions. As Senator, he served on a variety of committees, and was chairman of both the Appropriations Subcommittee on Health and Human Services and Criminal Justice. His career in the Senate has earned praise from his colleagues, in both the legislature and other branches of government throughout the nation.
In 1993, Senator Silver was elected Chairman of the Southern Legislative Conference (17 Southern States) of the Council of State Governments. Most recently, a new prescription drug plan for Medicare-eligible senior citizens in the State of Florida has been named the “Silver Saver” in his honor.
Since his retirement from the Senate in 2002, Senator Silver also functions as President of his own consulting firm (Ron Silver & Associates) and maintains his law practice in Miami Beach, Florida. In addition, he served as the first chairman of the Florida Biofuels Association and is currently the immediate past chairman and a Member of the Board Directors of that organization.
Resignation of Dr. Robert Brown as Independent Director
On November 16, 2019, Dr. Robert Brown, an independent director of the Board, submitted his resignation. This resignation was confirmed, as of such date, during the meeting of the Board. Dr. Brown has held no other roles with the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 6, 2019
| | StHealth Capital Investment Corporation |
| | |
| | By: | /s/ Derek Taller |
| | | Derek Taller
President & Chief Executive Officer |
