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) April 27, 2021



AngioSoma, Inc.

(Exact name of registrant as specified in its charter)

 

Wyoming

333-170315

27-3480481

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


719 Jadwin Avenue

Richland, WA 99352

(Address of principal executive offices)


206-451-1970

(Registrant’s telephone number, including area code)

www.AngioSoma.com


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(s)

Name of each exchange on which registered

Common

SOAN

N/A


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. ☐


 



Section 5 – Corporate Governance and Management


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


On April 27, 2021, the Board of Directors of AngioSoma, Inc. (the “Company”) elected Brooke Greenwald as Chief Marketing Officer of the corporation.


Ms. Greenwald founded Cornerstone Communications, LTD over two decades ago. As an award-winning public relations, marketing and communications professional, Ms. Greenwald has written for hundreds of publications, created content for many of today’s most recognizable companies and their brands, managed full marketing campaigns, created and implemented major public relations and communications campaigns, and worked for some of the largest news organizations in existence today. She has focused her career on healthcare, technology, security, and communications. Greenwald is a former journalist and has worked inside most of the major news networks. Ms. Greenwald holds a master’s degree in Public Relations from the University of Maryland at College Park.


On April 27, 2021, the Board of Directors of the Company elected Steven F. Penderghast as Director of the corporation.


Mr. Penderghast has spent the past three decades focused on clinical and product development, market development and commercialization of medical devices, capital equipment and biologics. His roles have included: clinical and regulatory affairs, product development, market development, sales management, national contracts, and corporate account management. Most recently, Steven served as Corporate Vice President, Health Systems & National Accounts with Becton Dickinson, Inc. He has marketed technologies in the areas of: Vascular and Oncology Drug Delivery, Tumor Ablation, Oncology Therapeutics, Cardiovascular Intervention, Imaging, Urology, General Surgery, and Diagnostics. Mr. Penderghast is a graduate of Pepperdine University, California.


On May 6, 2021, the Board of Directors of the Company elected David Croom as Executive Vice President of the corporation.


Mr. Croom is an executive management leader and entrepreneur and has broad experience with business processes. Leveraging 30+ years of experience in both large and small companies gives Croom a unique perspective with respect to the regulatory, financial, operational, and personnel-related issues faced by public companies. Mr. Croom is an effective networker and speaker who has consistently worked with everyone from Wall Street to Main Street.


On May 6, 2021, the Board of Directors of the Company elected Dr. Leonard Wisneski, MD, FACP as the Medical Advisory Board Chairman.


Dr. Wisneski is Clinical Professor of Medicine at George Washington University, Adjunct Faculty in the Department of Biochemistry and Molecular Biology at Georgetown University and also holds faculty positions in the Medicine and Nursing Departments at The University of Colorado. His medical practice in endocrinology and integrative medicine, spanning three decades, embodies the true meaning of integrative healthcare – an optimal combination of conventional and complementary medicine practiced with a whole-person approach delivered with reverence and humanism. Dr. Wisneski graduated from Thomas Jefferson Medical College and performed his postgraduate training in the field of Internal Medicine and Endocrinology in the George Washington University healthcare system, where he served as Chief Medical Resident in Internal Medicine.



Section 9 – Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.


Exhibit 99.1 – Press release dated April 19, 2021

Exhibit 99.2 – Press release dated April 20, 2021

Exhibit 99.3 – Press release dated April 21, 2021

Exhibit 99.4 – Press release dated May 4, 2021


- 2 -



SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

AngioSoma, Inc.

 

 

Date: May 6, 2021

By:  /s/ James C. Katzaroff

 

Name:  James C. Katzaroff

Title:  President and CEO


- 3 -



Exhibit 99.1


AngioSoma, Inc. Adds Brooke Greenwald As Chief Marketing Officer


Greenwald’s experience in public relations and marketing will play a key role in the growth of AngioSoma.


RICHLAND, WASH.


AngioSoma, Inc. (OTCBB: SOAN) has hired Brooke Greenwald as its Chief Marketing Officer. Ms. Greenwald brings decades of experience spearheading the marketing and communications efforts of pharmaceutical, biotech, and healthcare companies to the AngioSoma team.  


Headquartered in Richland, Washington, AngioSoma, Inc. is a fast-growing company focused on providing medical research, development, and treatments for the potential curing of disease. With a mission to “improve the human condition and fight disease,” AngioSoma is at the forefront of medical research, technology, and education.


“We are delighted to be working with Brooke Greenwald,” said James C. Katzaroff, President and CEO, AngioSoma, Inc. “As a company that is focused on the curing of disease, we understand how critical it is to arm medical professionals with both the education and the tools they need to stop the progression of and potential curing of challenging diseases, including our current focus on Multiple Sclerosis.  Ms. Greenwald’s vast experience is a tremendous asset to our team and will help us reach our goals faster.”


Brooke Greenwald more than three decades of experience in marketing and public relations.  She has held leadership positions in multiple healthcare organizations and is an award-winning speaker.  She has written for numerous publications, including The Washington Post.  She received her Bachelor of Science degree the University of Maryland at College Park, where she also completed her Master’s in Public Relations and Journalism.


“I am passionate about working with the AngioSoma team and their ability to change lives in a positive manner.  Through education, marketing and public relations efforts, we will be working to not only brand AngioSoma, but also reach those that are working in our verticals as efficiently as possible,” said Ms. Greenwald.  “By working to solve the medical challenges around Multiple Sclerosis, we are literally changing lives.”


NOTICE REGARDING FORWARD LOOKING STATEMENTS


This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that include the words believes, expects, anticipate or similar expressions. Such forward-looking statements involve known and unknown risks, and other factors that may cause the actual results, performance or achievements of the company to differ materially from those expressed or implied by such forward-looking statements. In addition, description of anyone’s past success is no guarantee of future success. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.


About AngioSoma, Inc.


AngioSoma, Inc., is an American biotechnology company originally organized in 2011, headquartered in Houston, Texas with offices in the State of Washington, focused on developing innovative therapies for people with serious and life-threating rare disorders. The Company patented and sold for $10 million of preferred shares a treatment for peripheral artery disease (PAD) called LiprostinTM followed by acquiring an exclusive license for a patented method of treating neurodegenerative diseases such as Multiple Sclerosis by administering a synergistically effective amount of the composition to an individual suffering from neurodegeneration and treating neurodegeneration. We are in discussions with several contract research organizations to assist with our submission of new drug application for global marketing.


Contact:

Brooke Greenwald

Cornerstone Communications, LTD

brooke@cornerstonepr.net

(240) 360-0866



Exhibit 99.2


AngioSoma, Inc. Adds David Croom As Executive Vice President


Croom’s experience in finance, sales, and operations will play a key role in the growth of AngioSoma.


RICHLAND, WASH.


AngioSoma, Inc. (OTCBB: SOAN) has hired David Croom as an Executive Vice President. Mr. Croom brings decades of experience in finance, sales, and operations to the AngioSoma team.  In this role, he will have both an operational and a sales role.


Headquartered in Richland, Washington, AngioSoma, Inc. is a fast-growing company focused on providing medical research, development, and treatments for the potential curing of disease. With a mission to “improve the human condition and fight disease,” AngioSoma is at the forefront of medical research, technology, and education.


“David Croom’s background and experience working with public and private companies adds another layer of expertise to our team,” said James C. Katzaroff, President and CEO, AngioSoma, Inc. “As a company that is focused on the curing of disease, we understand how critical it is to arm medical professionals with both the education and the tools they need to stop the progression of and potential curing of challenging diseases, including our current focus on Multiple Sclerosis.  Mr. Croom understands what we need to do reach our goals and is poised to help us at every step of the way.”


As an executive management leader and entrepreneur, Mr. Croom has broad experience with business processes.  Leveraging 30+ years of experience in both large and small companies gives Croom a unique perspective with respect to the regulatory, financial, operational, and personnel-related issues faced by public companies.  Mr. Croom is an effective networker and speaker who has consistently worked with everyone from Wall Street to Main Street.


“I am excited to use my high level operational and project management experience to advance AngioSoma’s efforts in the research, development, and deployment of medical solutions focused on the auto-immune system,” said David Croom.  “By working together, we anticipate being able to assist in changing the trajectory of Multiple Sclerosis and other diseases.”


NOTICE REGARDING FORWARD LOOKING STATEMENTS


This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that include the words believes, expects, anticipate or similar expressions. Such forward-looking statements involve known and unknown risks, and other factors that may cause the actual results, performance or achievements of the company to differ materially from those expressed or implied by such forward-looking statements. In addition, description of anyone’s past success is no guarantee of future success. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.


About AngioSoma, Inc.


AngioSoma, Inc., is an American biotechnology company originally organized in 2011, headquartered in Houston, Texas with offices in the State of Washington, focused on developing innovative therapies for people with serious and life-threating rare disorders. The Company patented and sold for $10 million of preferred shares a treatment for peripheral artery disease (PAD) called LiprostinTM followed by acquiring an exclusive license for a patented method of treating neurodegenerative diseases such as Multiple Sclerosis by administering a synergistically effective amount of the composition to an individual suffering from neurodegeneration and treating neurodegeneration. We are in discussions with several contract research organizations to assist with our submission of new drug application for global marketing.


CONTACT:

Brooke Greenwald

Cornerstone Communications, LTD

brooke@cornerstonepr.net

(240) 360-0866



Exhibit 99.3

 

AngioSoma, Inc. is Pleased to Welcome Steven F. Penderghast
to its Board of Directors


Penderghast's Experience Medical Sciences Will Play a Key Role in the Growth of AngioSoma


RICHLAND, WA / ACCESSWIRE / April 21, 2021 / AngioSoma, Inc. (OTC PINK:SOAN) has added Steven F. Penderghast to its Board of Directors. Penderghast has experience working in medical sciences, as well as his leadership roles at major health care organizations, including Baxter Healthcare and CR Bard Inc., will bring additional resources and expertise to the AngioSoma team.


Headquartered in Richland, Washington, AngioSoma, Inc. is a fast-growing company focused on providing medical research, development and treatments for wellness and disease. With a mission to “help people begin their journeys to improved health,” AngioSoma brings high-quality supplement products and medical devices to the market.


“Steven Penderghast brings a wealth of expertise working with healthcare and biotech organizations to our team,” said James C. Katzaroff, President and CEO, AngioSoma, Inc. “As a company that is fully focused on wellness and the curing of disease, we understand how important it is to arm medical professionals with the tools they need to stop the progression of or eradicate challenging diseases, including Multiple Sclerosis. Steven’s experience working with major medical technology companies is a tremendous asset for us.”


Mr. Penderghast has spent the past three decades focused on clinical and product development, market development and commercialization of medical devices, capital equipment and biologics. His roles have included: clinical and regulatory affairs, product development, market development, sales management, national contracts, and corporate account management. Most recently, Steven served as Corporate Vice President, Health Systems & National Accounts with Becton Dickinson, Inc. He has marketed technologies in the areas of: Vascular and Oncology Drug Delivery, Tumor Ablation, Oncology Therapeutics, Cardiovascular Intervention, Imaging, urology, General Surgery, and Diagnostics. Penderghast is a graduate of Pepperdine University, California.


“I have personally known several people who have suffered unjustifiably from Multiple Sclerosis,” said Steven Penderghast. “It is a privilege to have the opportunity to engage my 32 years in Medical Sciences to help find a solution to improve the lives of patients. I know AngioSoma presents a tremendous opportunity to work with a drug that does just that.”


NOTICE REGARDING FORWARD LOOKING STATEMENTS


This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that include the words believes, expects, anticipate or similar expressions. Such forward-looking statements involve known and unknown risks, and other factors that may cause the actual results, performance or achievements of the company to differ materially from those expressed or implied by such forward-looking statements. In addition, description of anyone’s past success is no guarantee of future success. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.


About AngioSoma, Inc.


AngioSoma is a wellness company dedicated to bringing innovative, effective and high-quality supplement products and medical devices to the medical, wellness and adult-use markets through our marketing subsidiary, SomaCeuticals™.


Learn more at www.muscles4U.com and https://muscles4u.blogstop.com. Stay up to date at Twitter: @tweetmuscles4u, Instagram and Facebook.


Notice Regarding Forward Looking Statements


This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that include the words “believes,” “expects,” “anticipate” or similar expressions. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.


CONTACT:

Brooke Greenwald

Cornerstone Communications, LTD

brooke@cornerstonepr.net

240-360-0866



Exhibit 99.4


AngioSoma, Inc. Is Pleased To Welcome Dr. Leonard Wisneski, MD, FACP As The Medical Advisory Board Chairman


Dr. Wisneski’s medical and teaching experience will play a key role in the growth of AngioSoma.


RICHLAND, WA / ACCESSWIRE / May 4, 2021 / AngioSoma, Inc. (OTC PINK:SOAN) has added Dr. Leonard Wisneski, MD, FACP as the Chair of the Medical Advisory Board. Dr. Wisneski’s experience in frontier sciences, patient care, and integrative health, as well as his leadership roles at major health care organizations will bring additional resources and expertise to the AngioSoma team.


Headquartered in Richland, Washington, AngioSoma, Inc. is a fast-growing company focused on providing medical research, development and treatments for wellness and disease. With a mission to “help people begin their journeys to health,” AngioSoma also brings high quality supplement products and medical devices to the market.


“We are thrilled to be working with Dr. Wisneski,” said James C. Katzaroff, President and CEO, AngioSoma, Inc. “AngioSoma is a company that understands how important it is to work directly with medical professionals and to educate and arm them with the tools they need to stop the progression of challenging diseases like Multiple Sclerosis. Dr. Wisneski’s experience working with major health care organizations, as well as the Fortune 500, will be a tremendous addition to our medical outreach, clinical trials, and care planning.”


Leonard A. Wisneski, MD, FACP is Clinical Professor of Medicine at George Washington University Medical Center, Adjunct Faculty in the Department of Biochemistry and Molecular Biology, Division of Integrative Physiology, at Georgetown University where he is a founding member of the Complementary and Alternative Medicine Curriculum Planning Committee and has taught a course in integrative medicine for several years. He also holds faculty positions in the Department of Medicine as well as The Department of Nursing at The University of Colorado. He was Vice Chairman of the NIH Consensus Panel on Acupuncture and is Chairman of the NIH Advisory Board on Frontier Sciences at the University of Connecticut. He holds fellowship positions in The American College of Physicians and The American College of Nutrition.


He served on the board of the American Holistic Medical Association and was President of the International Society for the Study of Subtle Energies and Energy Medicine. He currently serves as Chairman Emeritus of the Integrative Health Policy Consortium which promotes national legislation pertaining to integrative healthcare. He is a Research Advisor to The International Hyperbaric Medicine Association and serves on the advisory board of The Academic Collaborative for Integrative Health. He has published over 30 scientific articles and a textbook, “Scientific Basis of Integrative Health, Third Edition.” He has been in the clinical practice of endocrinology and integrative medicine for over 30 years.


Dr. Wisneski co-founded and served as the regional President and Medical Director of American Whole Health, an integrative, multi-practitioner center devoted to fostering individuals in the achievement of health and life goals. His medical practice in endocrinology and integrative medicine, spanning three decades, embodies the true meaning of integrative healthcare delivery- an optimal synthesis of conventional and alternative medicine practiced with a whole-person approach delivered with reverence and humanism. He also served in the role of Medical Director and Chief Medical Editor of Integrative Medicine Communications, a publishing company which produced textbooks and newsletters devoted to this new field of medicine.


Dr. Wisneski graduated from Thomas Jefferson Medical College and performed his postgraduate training in the field of Internal Medicine and Endocrinology in the George Washington University healthcare system, where he served as Chief Medical Resident in Internal Medicine. From 1977 until 1997, Dr. Wisneski was the Corporate Medical Director of Marriott International, Inc., and Director of Medical Education at Holy Cross Hospital in Silver Spring, Maryland, an affiliate of George Washington University Medical School and Children’s National Medical Center where he devoted his efforts to teaching the fundamentals of internal medicine, as well as an integrative, whole person approach to medicine.


“AngioSoma is at the heart of what I am passionate about,” said Dr. Leonard Wisneski. “Working together to help solve the medical challenges around Multiple Sclerosis and other diseases means that together, we are taking a leap forward in the quality of life of our patients. I am thrilled to be a part of this process and to help bring a much-needed healthcare option to Multiple Sclerosis - and other patients, in AngioSoma’s patented formula, once it reaches FDA approval.”




NOTICE REGARDING FORWARD LOOKING STATEMENTS


This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that include the words believes, expects, anticipate or similar expressions. Such forward-looking statements involve known and unknown risks, and other factors that may cause the actual results, performance or achievements of the company to differ materially from those expressed or implied by such forward-looking statements. In addition, description of anyone’s past success is no guarantee of future success. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.


About AngioSoma, Inc.


AngioSoma is a wellness company dedicated to bringing innovative, effective and high-quality supplement products and medical devices to the medical, wellness and adult-use markets through our marketing subsidiary, SomaCeuticals™.

Learn more at www.muscles4U.com and https://muscles4u.blogstop.com. Stay up to date at Twitter: @tweetmuscles4u, Instagram and Facebook.


Notice Regarding Forward Looking Statements


This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that include the words “believes,” “expects,” “anticipate” or similar expressions. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.


Media Contact:

Brooke Greenwald

brooke@cornerstonepr.net

(240) 360-0866


- 2 -