Item 2.02 Results of Operations and Financial Condition
On November 9, 2020, the Company issued a press release announcing its financial
results for the fiscal quarter ended September 30, 2020. Separately, on
November 10, 2020, the Company issued its updated investor presentation
(including supplemental financial information) containing its financial results
for the fiscal quarter ended September 30, 2020. The earnings release and
investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively, and are incorporated herein by reference.
The information disclosed in "Item 2.02 Results of Operations and Financial
Condition," including Exhibits 99.1 and 99.2 hereto, is being furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
Item 8.01 Other Items
On November 5, 2020, the Company's Board of Directors (the "Board") determined
that current director Lisa Kay is independent in accordance with Nasdaq
guidelines. Due to her role as a former Chief Financial Officer of the Company,
Ms. Kay did not meet Nasdaq independence standards upon her initial appointment
to the Board; however, the Board has determined that she meets all requisite
rules of independence at this time. With the Board's determination, Ms. Kay has
been named to each of the Board committees that require independent members
(Audit, Compensation and Governance). In addition, she will assume the role of
Chairperson of the Audit Committee and, along with former Audit Committee
Chairperson Frederick Puddester, is named a financial expert of the Board.
Item 9.01 Exhibits
99.1 Press Release dated November 9, 2020
99.2 Investor Presentation dated November 10, 2020
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101)
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