Item 5.02-Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director or Officer
On November 29, 2021, the Board of Directors accepted the resignation of Mr. Merle Ferguson as Chief Executive Officer and President, effective November 30, 2021. Mr. Ferguson remains Chairman of the Board of Directors of BioForce Nanoscience, Inc.
Mr. Ferguson's decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Company's operation, policies (including accounting or financial policies) or practices.
Election or Appointment of Officer or Director
On November 29, 2021, the Board of Directors (the “Board”) of BioForce
Nanosciences Holdings, Inc. (the “Company”) appointed both Mr. Steve Gagnon and Mr. John LaViolette as Co-Chief Executive
Officers (Co-CEOs), effective November 30, 2021.
In addition, on November 29, 2021, the Board of Directors of BioForce Nanosciences
Holdings, Inc. appointed Sasha Shapiro as President, effective November 30, 2021.
John LaViolette is the Co-Founder and Co-CEO of Element International Inc, and Co-CEO
and Director of Element Global, Inc. The stock of Element Global trades on the OTC Markets Pink, no information expert market. Mr. LaViolette
was also a senior partner in the entertainment law firm of Bloom, Hergott, Diemer, Rosenthal, LaViolette, Feldman, Schenkman & Goodman
LLP. He has deep relationships with all major Hollywood studios and networks and has represented a vast number of "A-list" actors,
writers, and directors. The Board reviewed Mr. LaViolette's background and it considers him as qualified to fill this position, due to
his extensive business experience and work with public companies.
Steven Gagnon is the Co-Founder and Co-CEO of Element International Inc., and is
Director, Co-CEO and COO of Element Global, Inc. The stock of Element Global trades on the OTC Markets Pink, no information expert market.
Mr. Gagnon has a 20-year history in media in the financing and production of film, television and music videos. Mr. Gagnon served as President
of the sports group of Madison Sports and Entertainment Group, Inc., and worked as a supervisor in the offshore oil and construction industry
for International Underwater Contractors. The Board reviewed Mr. Gagnon's background and it considers him as qualified to fill this position,
due to his extensive business experience and work with public companies.
Sasha Shapiro is President and Director of Element Global, Inc. and Vice Chairman
and President of Element Media Group. The stock of Element Global trades on the OTC Markets Pink, no information expert market. Mr. Shapiro
is Managing Director of Media Content Capital, a private equity fund focused on investments in early/medium-stage media, internet, and
entertainment companies. He has held senior management positions at Warner Bros Studios and Pacifica Ventures and has served as a producer
on films including Fury, Sabotage, Fading Gigolo, Dirty Grandpa, Rock the Kasbah, Naked and Ophelia. He sits on the Board of Directors
of Sonifi Solutions, QED International, Covert Media and VR MediaTech. The Board reviewed Mr. Shapiro's background and it considers him
as qualified to fill this position, due to his extensive business experience and work with public companies.
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