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Charles F. Fistel

PO Box ******

Miami, Florida 33231-0091

305-***-****

ac6nrg@r.postjobfree.com

Objective: High energy, driven, hands-on, savvy and proven C-Suite executive with broad private and public company experience seeks opportunity to apply CFO/M&A/Corporate Finance skills, business knowledge, leadership/management capabilities, execution expertise and interpersonal, high-level written and oral communication skills to an early stage or emerging growth venture, IPO candidate or capital seeking company, a family office enterprise, professional services firm or private equity firm (or portfolio holding). The ultimate trusted “right-hand man” to any business owner, CEO/Founder, Board of Directors or C-Suite team.

Business Experience:

Pacifica Capital Group LLC

Miami, FL

November 2004 - Present

Founder and CEO

• Long-time strategic advisor to private and publicly-traded emerging growth companies, PE sponsorship candidates and their founders

• Assist/advise on business strategy, financial reporting, development of accounting policies, procedures and Key Performance Indices (KPIs), corporate/personal/estate tax matters, management team recruitment, capital sourcing, M&A sourcing, deal structuring, due diligence and business development; liaison with external advisors (attorneys, CPAs, bankers)

• Advised on and performed due diligence on commercial real estate transactions, including recently on a $25,000,000 divestiture of two prominent shopping centers in Miami

• From 2005-2009 was one of the largest producer groups arranging affluent individual life insurance policy acquisition and institutional-backed premium financing; placed and financed more than

$400,000,000 of new face value death benefit

ATCI Communications Inc.

Miami, FL

December 2016 – May 2018

Acting COO/CFO/M&A Advisor

• Initially provided CFO services in support of early stages of this specialty security systems integrator’s M&A efforts/sale

• Subsequently took interim, active COO/CFO role, upgrading financial reporting systems, Company-wide personnel and operating processes, establish KPIs and took over, led and managed sale of business to a large strategic buyer at a premium multiple

• Led post-closing transition team and process to merge operations into portfolio company

• Acted as strategic advisor/personal CFO to founder re: investments and corporate and personal legal and tax planning matters

2

MergeWorthRx Corp. (formerly NASDAQ: MWRX)

Miami, FL

October 2012 – January 2015

Co-Founder, Chief Executive Officer, Chief Financial Officer and Director

• Conceived of, led and managed successful initial public offering (IPO) of this Special Purpose Acquisition Company (SPAC) focused on US drug distribution, specialty pharmacy and home healthcare sectors

• Raised $63,000,000 in IPO proceeds; institutional investors oversubscribed by 50%

• As CFO, responsible for all accounting (QuickBooks) and finance functions including preparation of all audited and unaudited financial statements, all SEC filings and reports (S-1, S-4/Proxy, 10-Q,10-K, 8-K), filing of all tax returns, treasury function and press release drafting and editing

• Recruited former Fortune 50 healthcare C-Suite executives to Company’s Board of Directors

• Assembled team of healthcare industry expert attorneys, CPAs and due diligence advisors

• Led broad merger candidate identification and preliminary M&A evaluation process of more than 100 targets directly and via various sources including investment banks, P/E firms and other healthcare sector financial advisors

• Identified merger candidate, led deal negotiations, structuring and agreement preparation (from LOI through definitive agreements) for a $212,000,000 enterprise value transaction; completed due diligence and executed merger agreements within 90 days of first communication with target

• Liaisoned with global investment banks and other financial institutions for potential supplemental financing and follow-on M&A debt and equity capital; managed all investor relations activities; identified leading industry outside IR firm Allied Medical Supply, Inc.

Miami, FL

October 2010 – April 2013

Chief Financial Officer

• Created financial reporting, accounting systems (QuickBooks and SAP), KPIs and capital modeling for future growth of this national specialty pharmaceutical distributor

• Responsible for filing of all corporate and personal tax returns and handled all treasury functions

• Acted as strategic advisor/ personal CFO to founder re: business growth and M&A opportunities, capital sourcing and corporate and personal legal and tax planning matters

• Upgraded external advisory team to top-tier healthcare industry experts

• Generated 400% increase in income on excess cash flow/profits

• Generated approximately $1,000,000 in savings through negotiations with key service providers and implementing tax planning strategies

• Recruited and acted as liaison with national law firms engaged on all matters including litigation, regulatory and M&A/corporate finance activities

• Conducted and led due diligence process on several potential acquisitions 3

Unisyn, Inc. (formerly a subsidiary of NYSE:NFP)/AGILEX Holdings LLC Ft. Lauderdale, FL

1999-2004

Co-Managing Partner and CFO/Co-Founder

• Co-Managing Partner/CFO of diversified financial services/marketing company catering exclusively to the affluent/ultrawealth market

• As CFO, responsible for all financial, reporting and tax management aspects of the company

• Initially led M&A activities post-sale to Apollo Management affiliate

• Responsible for developing affiliate producer programs/marketing platforms for tax-advantaged life insurance, annuity, hedge fund and private equity transactions, including creating a new financial services-driven sports agency consolidation to LOI stage

• Sourced and arranged $12,000,000 institutional financing for client Boeing 737 private jet acquisition/refurbishment

• Co-responsible for developing the country’s first SEC-registered, AAA-rated publicly–traded equity mutual funds, initially raising more than $75,000,000 in new AUM via marketing agreements with top tier wire houses/broker-dealers

• Led private equity raise of $1,500,000 for the Company and was instrumental in attracting industry leaders to the Company’s Board of Advisors

Viragen, Inc. (formerly AMEX: VRA)

Ft. Lauderdale, FL

1993-1999

Chief Executive Officer/ Executive Vice President/ Director

• Part of a new management team that acquired operating control of and recapitalized this publicly- traded biotechnology and drug development company

• Named CEO at age 32

• Co-responsible for initially raising $4,000,000 in new equity capital; eventually led to raising more than $100,000,000 in debt and equity capital in a series of PIPE transactions

• Co-managed growth of company including financing for building of new manufacturing facilities in the US and Europe and commencement of EU clinical trials

• Led M&A and business development function closing several transactions

• Involved in the review of SEC filings (10-K, 10-Q, S-8, S-1, 8-K)

• Negotiated and completed several strategic partnerships in US and Europe for unique raw material components for drug manufacturing

BLOC Development Corp. /TigerDirect, Inc. (formerly NASDAQ: BDEV) Miami, FL

1986-1991

Executive Vice President, Chief Financial Officer and Director

• CFO of start-up software development and PC product marketer and distributor

• Responsible for leading and completing initial public offering (IPO) at age 27 in less than 3 years from inception, raising $6,000,000 in equity capital; Eventually raised more than $20,000,000 in 4

capital

• Co-managed growth of business and revenues from $800,000 to $100,000,000 and employee base from 10 to over 300; managed staff of 20

• Responsible for all facets of company’s financial activities, and instrumental in developing the company’s long-term strategic business plan, including participation in launch and expansion of the Company’s mail order subsidiary into one of the largest and most successful independent catalog operations in the USA

• Directly responsible for preparation and filing of all SEC reports (10-K, 10-Q, S-1, S-8, 8-K), corporate and CEO tax returns, annual audit, treasury functions, investment banking, analyst and investor relationships and budgeting and performance analysis

• Completed several M&A transactions including the acquisition of software publishing rights for more than 18 new products for distribution through national wholesale and retail outlets.

• Acted as strategic advisor/ personal CFO to founder Rachlin & Cohen CPAs (now Marcum LLP)

Miami, FL

1981-1986

CPA/Supervisor

• Promoted from staff accountant to supervisor within 4 years.

• Serviced high net worth individuals and middle market corporate and professional clients in the areas of business and tax planning.

Education and Licensing:

Florida International University (Miami, FL) - BBA in Accounting Florida CPA Licensed

Florida Life Insurance Licensed

References available upon request

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