On September 1, 2022, Clearwater Compliance LLC (Parent) completed the previously announced acquisition of CynergisTek, Inc. (the Company or CynergisTek), pursuant to an Agreement and Plan of Merger, dated as of May 23, 2022 (the Merger Agreement), by and among the Company, Parent and Clearwater Compliance Acquisition Company I, a Delaware corporation and a wholly owned subsidiary of Parent (the Merger Sub).   Parent is a portfolio company of funds affiliated with Altaris Capital Partners, LLC (Altaris). On September 1, 2022, pursuant to the terms of the Merger Agreement and in accordance with the Delaware General Corporation Law, as amended, Merger Sub merged with and into CynergisTek (the Merger) with CynergisTek continuing as the surviving corporation and a wholly owned subsidiary of Parent (the Surviving Corporation).

Pursuant to the Merger Agreement, at the Effective Time, each of the following members of the board of directors of CynergisTek (the “Board”) automatically ceased to be directors of CynergisTek: John Flood, Michael Loria, Robert McCashin, Michael McMillan, Theresa Meadows, Mark Roberson, and Dana Sellers.  In addition, at the Effective Time, Michael McMillan resigned from his positions as President of CynergisTek, Paul Anthony resigned from his positions as and Secretary of CynergisTek, and Tim McMullen resigned from his position as Chief Operating Officer of CynergisTek.  As of the Effective Time, Steve Cagle has been appointed as the President of the Surviving Corporation, and Baxter Lee has been appointed as the Secretary, and Treasurer of the Surviving Corporation.

 In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Steve Cagle and Baxter Lee, became the directors of CynergisTek immediately after the Effective Time.