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.

Entry into Consulting Agreement for appointment of Jason D. Sawyer as CEO

As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2025, the Company had appointed Mr. Jason D. Sawyer as Interim Chief Executive Officer of the Company. Subsequently, on September 8, 2025, the Company entered into a consulting agreement in connection with Mr. Sawyer's role as interim CEO (the "CEO Agreement"), effective as of September 4, 2025, pursuant to which he will receive compensation of $12,500 per month. The Company will also defend and indemnify Mr. Sawyer in his capacity as Chief Executive Officer of the Company to the fullest extent permitted under the Delaware General Corporation Law ("DGCL") and shall also maintain a policy for indemnifying its officers and directors, including Mr. Sawyer, for all actions permitted under the DGCL taken in good faith pursuit of their duties for the Company. The foregoing description of the CEO Agreement does not purport to be complete and is qualified in its entirety by the terms of the CEO Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.