AMERICAN NOBLE GAS, INC. appointed Thomas Heckman as new CEO

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. 


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Resignation of Stanton E. Ross


On May 5, 2023, in connection with the closing of the Transactions, pursuant to the Letter Agreement, Mr. Ross, the Company's Chief Executive Officer and President, resigned from his positions with the Company.


Resignation of Daniel F. Hutchins


On May 5, 2023, in connection with the closing of the Transactions, pursuant to the Letter Agreement, Mr. Hutchins, the Company's Chief Financial Officer, resigned from his positions with the Company.


Appointment of Thomas Heckman as Chief Executive Officer and Chief Financial Officer


On May 2, 2023, in connection with the closing of the Transactions and pursuant to the Letter Agreement, the Company's Board of Directors appointed Mr. Heckman to the positions of Chief Executive Office and Chief Financial Officer of the Company to replace Mr. Ross and Mr. Hutchins, effective May 5, 2023.


Mr. Heckman, age 63, is and has been the Chief Financial Officer and Treasurer of Digital Ally, Inc. (Nasdaq: DGLY) a company, which, through its subsidiaries, engages in video solution technology, human and animal health protection products, healthcare revenue cycle management, ticket brokering and marketing and event production ("Digital Ally"), since January 2008. Mr. Ross is currently the Chairman, President and Chief Executive Officer of Digital Ally, and Mr. Hutchins is an independent director and Chairman of Digital Ally's Audit Committee. Mr. Heckman is also a Managing Member of Ozark.


Prior to joining Digital Ally, Mr. Heckman held financial and accounting roles of increasing responsibility at Deloitte and Touche, LLP, a subsidiary of Deloitte Touche Tohmatsu, an international auditing, consulting, financial advisory, risk management and tax services organization ("Deloitte"), since 1983, including six years as an Accounting and Auditing Partner in Deloitte's Kansas City, Missouri's office. Mr. Heckman is a certified public accountant and holds a Bachelor of Arts in Accounting from the University of Missouri - Columbia.


Mr. Heckman is a beneficial owner of the Company's securities. Such securities include: (i) the Securities issued in the Transactions described in this Current Report on Form 8-K (2,500 shares of Series B Preferred Stock and 5,000,000 Warrants held by Ozark); (ii) 502,000 shares of Common Stock issuable upon full exercise of stock options granted by the Company and held by Mr. Heckman, individually; (iii) 449,306 shares of Common Stock held by Ozark, which such shares Mr. Heckman is deemed to beneficially own; (iv) 1,111 shares of Series A Convertible Preferred Stock of the Company, par value $0.0001 per share, held by Ozark, which such shares Mr. Heckman is deemed to beneficially own, and which are convertible into 347,187 shares of Common Stock; and (v) 256,150 warrants held by Ozark, which such warrants Mr. Heckman is deemed to beneficially own.


There are no arrangements or understandings with any other person pursuant to which Mr. Heckman was appointed Chief Executive Officer and Chief Financial Officer other than those that have been disclosed in this Current Report on Form 8-K. Mr. Heckman also advised the Company that he has no family relationships with any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer of the Company.


The terms of Mr. Heckman's compensation as the Company's Chief Executive Officer and Chief Financial Officer have not been finalized as of the date of this Current Report on Form 8-K.