Material Agreement, Management Change/Compensation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 5.02 of this Current Report on Form 8-K under the heading "Appointment of Additional Independent Director" regarding the Independent Director Agreement is hereby incorporated by reference in this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Additional Independent Director

On May 22, 2026, the Board increased the size of the Board from nine members to ten members and appointed Adam Paul as an independent director, effective immediately. Simultaneously, the Board also appointed Mr. Paul to the Special Committee described below under Item 8.01 of this Current Report.

Mr. Paul is President of AP Advisors, LLC. Mr. Paul has over 25 years of experience advising boards of directors, senior officers, and public and private companies on capital structure solutions, strategic alternatives, recapitalizations, and complex financial transactions. Mr. Paul has served as an independent director and special committee member for multiple companies across industries including retail, healthcare, energy, and food services. The Board determined that Mr. Paul is independent under NASDAQ listing standards applicable to the Company. The Company believes that Mr. Paul's extensive capital structure, capital markets, and board advisory expertise qualify him to serve as one of its directors.

There are no arrangements or understandings between Mr. Paul and any other persons pursuant to which he was appointed to the Board, other than the Independent Director Agreement between the Company and Mr. Paul described below. There are no family relationships between Mr. Paul and any director or executive officer of the Company. Mr. Paul has not engaged in any related-person transactions required to be disclosed by Item 404(a) of Regulation S-K.

In connection with his appointment to the Board, Mr. Paul entered into an Independent Director Agreement with the Company. The Independent Director Agreement does not have a fixed term but is terminable upon ten days' notice by the Company or Mr. Paul. Mr. Paul shall be entitled to cash payments of $45,000 per month during the term of the Independent Director Agreement for a minimum of three months, plus $4,000 per day in which Mr. Paul's commitments to the Board exceed four hours. Mr. Paul is also entitled to reimbursement for reasonable business related expenses incurred in good faith in the performance of his duties for the Company.

The Independent Director Agreement includes indemnification, contribution and expense advancement provisions that are customary for agreements of this nature. The indemnification, contribution and expense advancement benefits provided under the Independent Director Agreement are in addition to the indemnification and expense advancement provisions provided for in the Company's Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended. The foregoing description of the Independent Director Agreement is qualified in its entirety by the terms of such agreement, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.