OpenWorld, Inc. (OPNW): CFO Gerard Hernandez appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 22, 2026, the Board of Directors
of the Company removed Jennifer Cola as Chief Financial Officer of the Company effective as of October
23, 2026. Ms. Cola remains employed by the Company pursuant to the terms of her employment agreement.
Effective
October 23, 2026, the Board of Directors of the Company approved the appointment of Gerard Hernandez as the Company’s Chief Financial
Officer effective. Prior to his appointment as Chief Financial Officer, Mr. Hernandez, age 38, served as the Company’s Chief Accounting
Officer since September 30, 2026. Previously, Mr. Hernandez served as Chief Accounting Officer for Open World Ltd., a wholly-owned subsidiary
of the Company, from January 1, 2026 to September 30, 2026 after previously serving as a consultant to Open World Ltd. beginning in August
2024. Since August 2024, Mr. Hernandez has served as Co-Founder of GM Accounting Solutions LLC, a firm providing accounting services to
healthcare organizations, and since April 2023, he has served as Co-Founder of GM Consulting Group Inc., which provides strategic, accounting
and CFO consulting services to Web3 companies. Since May 2023, Mr. Hernandez has served as Chief Financial Officer of ThriveCoin Inc.,
a company focused on automating treasury allocations to builders. ThriveCoin has a client referral relationship with OpenWorld. From January
2023 through June 2025, Mr. Hernandez served as a Special Council Member of the APE Foundation, which acts as the administrative and legal
steward of the ApeCoin DAO, facilitating community-led governance and implementing approved initiatives. From February 2021 through September
2024, Mr. Hernandez served as Chief Financial Officer of JEVB Services LLC, a company providing support services to acute care hospitals,
and from September 2017 through August 2024, he served as Chief Financial Officer of Agathos Support Service Inc., which provides support
services to skilled nursing facilities. Mr. Hernandez earned a Bachelor of Science from the University of British Columbia in 2010 and
a Diploma of Accounting from the University of British Columbia in 2011. He is a Certified Public Accountant licensed by the Washington
State Board of Accountancy and is also a Chartered Professional Accountant in British Columbia, Canada.
In connection with his appointment,
Mr. Hernandez entered into an amendment to his employment agreement effective October 23, 2026 pursuant to which his title was changed
to Chief Financial Officer, Treasurer and Secretary (“Employment Agreement Amendment”). There
were no changes to Mr. Hernandez’s compensation.
The Company engages GM Consulting Group Inc. (“GM Consulting”),
an entity owned by Gerard Hernandez, and his spouse, to provide accounting, financial reporting, and related consulting services. Mr.
Hernandez’s spouse provides services to the Company through GM Consulting, including serving in a financial and accounting capacity.
During the year ended December 31, 2025, and the nine months ended September 30, 2026, the Company incurred consulting fees of $100,000
and $120,833, respectively, under this arrangement. Mr. Hernandez and his spouse each hold a 50% ownership interest in GM Consulting.
There are no family relationships among
Mr. Hernandez and any of the Company directors and executive officers and there are no arrangements or understandings between him and
any other persons pursuant to which he was appointed as Chief Financial Officer. Except as disclosed above, Mr. Hernandez nor any of his immediate family
members have been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable
under Item 404(a) of Regulation S-K.
The
foregoing description of the Employment Agreement Amendment does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the full text of the Employment Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
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