Management Change/Compensation (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 April 18, 2025, the Board of Directors of MediXall Group, Inc. (the "Company") appointed the following as members of the Board of Directors: Susan Poniatowski, Garth Walker, Gene Shvedov.

Ms. Susan Poniatowski brings extensive leadership, financial, and governance expertise to the Board, with over two decades of experience as Trustee of The Poniatowski Trusts, where she oversaw compliance, investment due diligence, tax reporting, and beneficiary distributions for complex trusts. Her background includes executive management at TerraSonics, LLC, where she led budgeting, contract negotiations, and IP strategy, as well as business consulting at Arthur D. Little, advising on M&A, financial analysis, and corporate restructuring. Additionally, Ms. Poniatowski served as an Adjunct Research Professor at UMass Lowell, teaching business and engineering economics, further demonstrating her strategic and analytical acumen. Her multidisciplinary experience in governance, finance, and operational oversight positions her as a valuable asset to the Board.

Mr. Gene Shvedov brings decades of executive leadership, financial expertise, and entrepreneurial acumen to the Board. As founder and CEO of American Best Group, he scaled a logistics startup to $10M in revenue before its successful sale, later serving as COO during its transition. Through AGS Insurance Group, LLC, he built and managed a diversified portfolio of companies spanning insurance, trucking, and medical education. His financial leadership includes roles as Director of Finance at Cotelligent (NYSE: CGZ), where he overhauled accounting systems, managed IPO preparation, and led strategic planning, budgeting, and mergers/acquisitions due diligence. A Certified Public Accountant (Rutgers University, B.S. Accounting), he began his career in audit and tax at Goldstein Golub Kessler & Co., P.C. His blend of operational, financial, and governance experience, including ESOP/Profit Sharing Plan administration and corporate restructuring, positions him as a valuable asset to the Board.

Mr. Garth Walker brings a unique combination of technical expertise, financial acumen, and hands on investment experience to the Board. As a seasoned chemical engineer with a career at a major oil company, he developed rigorous analytical skills in project feasibility, risk assessment, and complex operational evaluations. Beyond his corporate experience, Mr. Walker has built a diversified investment portfolio spanning real estate (rental homes, apartment complexes), energy assets (oil royalties, wells), and private lending (hard money loans). This entrepreneurial background has provided him with deep, practical insights into capital allocation, tax optimization, and value creation across multiple asset classes. His ability to bridge technical and financial perspectives, coupled with his firsthand experience in both successful and challenging investment, positions Mr. Walker to contribute meaningfully to the Board's strategic and governance oversight.

In addition, on April 18, 2025, the Board of Directors accepted the resignations of Travis Jackson and John Marino, recognizing their contributions while taking deliberate steps to sharpen the Company's strategic focus and governance.

Mr. Jackson's resignation reflects his commitment to prioritizing his role as CEO, enabling him to dedicate his full attention to evaluating strategic opportunities for the Company and presenting unbiased recommendations to the Board. This separation of leadership and governance roles underscores the Company's commitment to rigorous oversight and independent decision-making.