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.

Removal of Directors

Effective as of October 1, 2025, stockholders of the Company holding a majority of the Company's common stock, par value $0.0001 per share, acted by consent in lieu of a stockholder meeting under Section 228 of the General Corporation Law of the State of Delaware (the "DGCL") to remove Rebecca Shanahan and Michael Peterson from the board of directors, effective immediately. At the time of their respective removals, Ms. Shanahan served on the Ethics Committee and Mr. Peterson served as the chair of the Audit Committee.

Director Resignations

On October 2, 2025, Donald Anderson advised the Company that he was resigning from his position as a member of the board of directors effective immediately. Mr. Anderson indicated that his decision to resign was a result of his inability commit the time and focus needed to serve on the board of directors going forward. Mr. Anderson did not advise the Company of any dispute or disagreement with the Company, the Company's management or the Company's board of directors on any matter relating to the Company's operations, policies, or practices. At the time of his resignation, Mr. Anderson served on the Nominating Committee.

Election of Directors

Effective as of October 2, 2025, the remaining member of the board of directors acted by consent in lieu of a meeting of the board of directors under Section 141(f) of the DGCL to elect Donald Fell, Prashant Patel, Steven D. Lee, and Howard Doss (together, the "Newly Elected Directors") to the board of directors to serve as directors. The board of directors has since appointed Mr. Fell to serve on the Nominating Committee and Compensation Committee of the board of directors, Mr. Lee to serve on the Ethics Committee of the board of directors, and Mr. Doss to serve as the chairman on the Audit Committee of the board of directors. Mr. Fell, Mr. Lee, and Mr. Doss will be "independent" directors as defined under applicable rules of NASDAQ and the SEC.

Pursuant to the policies of the Company, each non-employee director will receive an annual cash retainer of $120,000, payable at the director's election in cash or shares of Common Stock. These retainers are paid quarterly in arrears on or before the fifteenth (15th) business day following the end of each calendar quarter. Each non-employee director also receives an annual equity award of 60,000 shares of Common Stock under the Company's Amended and Restated 2023 Equity Incentive Plan. These shares of Common Stock are to be issued annually in arrears on or before the fifteenth (15th) business day following the end of each calendar year. Non-employee directors are also reimbursed for reasonable travel expenses in connection with their attendance at board of director and committee meetings. Upon appointment, each non-employee directors will receive 200,000 restricted shares of Common Stock, vesting in equal installments over three (3) years.

There are no transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K related to the Newly Elected Directors.

Further, there are no family relationships among any of the Company's directors, executive officers and any of the Newly Elected Directors.

Mr. Patel is not independent as a result of his position as President of the Corporation as detailed below.