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

Effective October 27, 2022, the Board of Directors of the Company voted to increase the size of the Board from four to five members. Effective the same date, the Board appointed Sanford M. Litvack to fill the newly created vacancy on the Company's board of directors. Mr. Litvack will serve as a Class I director. Mr. Litvack was also appointed to serve on the Company's audit committee. The Company entered into a standard indemnification agreement with Mr. Litvack.

In connection with the appointment, Mr. Litvack was granted, pursuant to the Company's 2019 Performance Equity Plan, nonqualified stock options to purchase 600,000 shares of the Company's common stock at an exercise price of 0.20 per share. The options will vest over eight equal quarters commencing January 27, 2023.

The Company issued a press release announcing the increase in the size of the Company's Board of Directors and the appointment of Mr. Litvack, which is filed herewith as Exhibit 99.1.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits



Exhibit    Description
  99.1       Press release dated October 31, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses