Endexx Corp appointed new CEO

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


Effective as of the Hyla Transaction Closing Date, Daniel Brandwein resigned his position as a member of our board of directors for personal reasons. There were no disagreements between Mr. Brandwein and us on any matter relating to our operations, policies, or practices.


Effective as of the Hyla Transaction Closing Date, Nick Mehdi, the chief executive officer of Hyla, was appointed as a member of our board of directors. Mr. Mehdi, 49, has served as Hyla's CEO since inception in September of 2021. Mr. Mehdi's annual compensation through March 31, 2023 is $200,000, which will increase to $220,000 for the balance of 2023. He is also eligible for a discretionary annual bonus in the amount of four percent of Hyla's EBITDA and a one-time discretionary bonus in the event of a sale of Hyla or all or substantially all of its assets or a change of control of Hyla. The foregoing brief summary description of certain terms and provisions of Mr. Mehdi's employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement, a copy of which is attached to this Current Report on Form 8-K, as Exhibit 10.50. Readers are encouraged to read that Exhibit in full for a more comprehensive understanding of his employment relationship with Hyla. Prior to joining Hyla and commencing in May of 2019, he was the Chief Executive Officer of ZT Wireless, LLC, and from October of 2018 to October of 2018, he was the Vice President of Operations for Sun Com Mobile, LLC. Both companies are a Sugarland, Texas-based wireless communications companies. Nick received his bachelor's degree from University of Houston in May 2001. Based on his experience with Hyla's products and his position as its CEO, we believe that Mr. Mehdi is well qualified to serve as one of our directors.


Effective as of the Hyla Transaction Closing Date, Steven M. Plumb, CPA, 63, was appointed as our Secretary and Treasurer, succeeding Mr. Davis. Mr. Plumb is a seasoned senior executive and financial manager, experienced in operations, finance, and marketing. He is a former auditor with PriceWaterhouseCoopers and KPMG. He also has a background in IT, biotech, oil and gas, real estate, medical, and utility companies. Since 2001, Mr. Plumb has served as the president of Clear Financial Solutions, Inc., a consulting firm that he founded, which provides interim CFO services to small public companies. Between December of 2018 and May of 2021, he served as the Chief Financial Officer of Artella Solutions, Inc., a private medical device company; from May of 2013 through February of 2019, as the Chief Financial Officer of ProBility Media Corp. (PBYA.PK), a Pasadena, Texas-based online training school for skilled trades, and commencing January of 2020, as the Chief Financial Officer of DirectView Holdings, Inc. (DIRV.PK), a Boca Raton, Florida-based security monitoring company. In his career, he has prepared SEC filings, managed investor relations, conducted mergers and acquisition activities, developed successful offering memoranda, registration statements, and investor presentations. Steve received his Bachelor of Business Administration degree from the University of Texas at Austin, Austin, Texas. We do not have a written employment agreement with Mr. Plumb, but will be compensating him at the rate of $5,000 per month. Based on his financial background and he wide variety of experience, we believe that M. Plumb will be well suited to act as our Secretary and Treasurer.


There are no family relationships among any of our directors or executive officers. None of our directors or executive officers was selected to serve in their respective roles pursuant to any arrangement or understanding between such director or executive officer and any person.


Certain of the information set forth in Item 1.01 above is incorporated by reference into this Item 5.02.


5