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.

Resignation of Chief Executive Officer/Appointment of Chairman of the Board

On August 26, 2026, Rhoniel A. Daguro notified the Board of Directors of the Company (the "Board") of his resignation as Chief Executive Officer of the Company, effective September 4, 2026. Mr. Daguro will continue to serve as a member of the Board. On August 28, 2026, the Board accepted Mr. Daguro's resignation and acknowledged that such resignation constitutes a resignation for "Good Reason" as that term is defined in the Executive Retention Agreement dated as of March 23, 2023 between the Company and Mr. Daguro (the "Retention Agreement"). Mr. Daguro's resignation as Chief Executive Officer was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On August 28, 2026, the Board appointed Mr. Daguro to serve as Chairman of the Board, effective immediately, for the remainder of his current elected term as a director, subject to his earlier resignation or removal in accordance with the Company's Amended and Restated By-Laws.

Appointment of Interim Chief Executive Officer

On August 28, 2026, the Board appointed Thomas R. Szoke, the Company's Chief Technology Officer, as Interim Chief Executive Officer of the Company, effective September 4, 2026. Mr. Szoke will continue to serve as the Company's Chief Technology Officer.

Mr. Szoke, age 62, is a co-founder of the Company and has over 35 years of executive management, solutions engineering and operations management experience in the government security, identity access management and SaaS solutions industries. Mr. Szoke rejoined the Company on March 9, 2023 and, in April 2023, was appointed Chief Technology Officer of the Company. He served as a director of the Company from March 2023 until June 2025. Mr. Szoke previously served as a director and as the Company's Chief Solutions Architect, and held several other executive positions with the Company from its inception in 2013 through 2021. From 2021 to 2023, Mr. Szoke was an independent consultant to the Company and to others. Mr. Szoke has been issued several U.S. and international patents focused on identity solutions and pioneered the concept and development of several of the Company's product lines, including its Multi-Factor Out-of-Band Identity and Transaction Authentication Platform.

There are no family relationships between Mr. Szoke and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Szoke and any other person pursuant to which he was appointed as Interim Chief Executive Officer. There are no transactions between the Company and Mr. Szoke that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than as described in this Current Report on Form 8-K.

Compensatory Arrangements of Certain Officers

On August 28, 2026, in connection with the foregoing, the Company entered into a letter agreement with each of Mr. Szoke (the "Szoke Letter") and Mr. Daguro (the "Daguro Letter" and, together with the Szoke Letter, the "Letter Agreements"). Each of the Letter Agreements defines a "Corporate Transaction" as the closing of a material transaction with a minimum gross value to the Company above a certain threshold. All payments under the Letter Agreement (other than base salary) are subject to deduction of all taxes and other amounts required by law and are subject to the terms of, and subordinate to all amounts due under, the series of Senior Secured Debentures issued by the Company as of April 29, 2026.