Blog: NEMAURA MEDICAL INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

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

On January 5, 2022, the Board of Directors of Nemaura Medical, Inc. (the
“Company”) appointed Arash Ghadar to serve as the Company’s Chief Operating

From November 2010 until December 2021, Dr. Ghadar, age 45, served as Technical
Director of Datalink Electronics (“Datalink”) in Loughborough, England, where he
managed the design team as an autonomous entity within Datalink. He was
responsible for management of the day-to-day operations, business planning,
legal affairs, finance, sales, and business development of the design team. In
this role, he also oversaw numerous technical projects for healthcare and
industrial customers that included product development lifecycle, feasibility
studies, design, development, prototyping, validation, certification, quality
management, and volume manufacturing.

Dr. Ghadar is also currently a non-executive director at Medilink Midlands, the
Midlands (England) Life Sciences industry association with a vision to stimulate
the growth of the Midlands life science sector. He has a BSc Degree and Masters
in Electronics and Control Systems Engineering, where he achieved a First Class
degree and Distinction respectively, and he also has a Ph.D. in Biosensors from
the University of Warwick (U.K.).

On January 5, 2022, in connection with Dr. Ghadar’s appointment, the Company and
Dr. Ghadar entered into a Statement of Main Terms of Employment (the
“Statement”). Pursuant to the terms of the Statement, the Company agreed to pay
Dr. Ghadar an annual base salary of £105,000 (approximately $142,679) in
exchange for his services as Chief Operating Officer. Dr. Ghadar also is
eligible to receive a performance related bonus of up to 10%, as well as stock
options based on key business and commercial milestones and performance metrics.

The foregoing summary of the Statement does not purport to be complete and is
qualified in its entirety by reference to the Statement. A copy of the Statement
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 10, 2022, the Company issued a press release announcing the hiring of
Dr. Ghadar as Chief Operating Officer. The press release is attached hereto as
Exhibit 99.1 and, except with regard to the websites referenced therein, is
incorporated herein by reference.

Beginning on January 10, 2022, the Company’s management will deliver the
investor presentation attached hereto as Exhibit 99.2 and incorporated herein by

The information included in this Current Report on Form 8-K, including Exhibits
99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. The information set forth under this Item
7.01 shall not be deemed an admission as to the materiality of any information
in this Current Report on Form 8-K that is required to be disclosed solely to
satisfy the requirements of Regulation FD.


Certain statements contained in this Current Report on Form 8-K, including on
Exhibits 99.1 and 99.2 hereto, that are not historical facts constitute
forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995. Reliance should not be placed on forward-looking
statements because they involve known and unknown risks, uncertainties, and
other factors, which may cause actual results, performance, or achievements to
differ materially from those expressed or implied. Any forward-looking statement
speaks only as of the date made. We undertake no obligation to update any
forward-looking statements to reflect events or circumstances after the date on
which they are made.

The words “believe,” “anticipate,” “design,” “estimate,” “plan,” “predict,”
“seek,” “expect,” “intend,” “may,” “could,” “should,” “potential,” “likely,”
“projects,” “continue,” “will,” and “would” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. These forward-looking statements are
not guarantees of the future as there are a number of meaningful factors that
could cause the Company’s actual results to vary materially from those indicated
by such forward-looking statements. These statements are based on certain
assumptions made based on experience, expected future developments and other
factors the Company believes are appropriate in the circumstances. Factors which
could cause actual results to differ from expectations, many of which are beyond
the Company’s control, include, but are not limited to, obtaining regulatory
approval for our sugarBEAT device, conducting successful clinical trials,
executing agreements required to successfully advance the Company’s objectives;
retaining the management and scientific team to advance the product; overcoming
adverse changes in market conditions and the regulatory environment; obtaining
and enforcing intellectual property rights; obtaining adequate financing in the
future through product licensing, public or private equity or debt financing or
otherwise; dealing with general business conditions and competition; and other
factors referenced in the Company’s filings with the Securities and Exchange
Commission, including in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2021, as the same may be
updated from time to time. Except as required by law, we do not assume any
obligation to update any forward-looking statement. We disclaim any intention or
obligation to update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.     Description

10.1              Statement of Main Terms of Employment dated January 5, 2022.
99.1              Press release of the registrant.
99.2              Investor presentation of the registrant.
104             Cover Page Interactive Data File - the cover page XBRL tags are embedded
                with the Inline XBRL document

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