Item 3.02 Unregistered Sales of Equity Securities.

This issuance and sale of 250,000 shares of the Series B Preferred Stock by the Company to the Investor pursuant to the Investment Agreement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Investor represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Series B Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing shares of Series B Preferred Stock or shares of Common Stock issued in connection with any future conversion of the Series B Preferred Stock.

The information contained in the section above entitled "Introductory Note" is incorporated herein by reference. The information contained in Item 5.03 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2020 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers.

Pursuant to the terms of the Investment Agreement, on July 28, 2020, Nancy Ford, an individual designated by the Investor under the terms of the Investment Agreement, was appointed to the Board of Directors of the Company, effective immediately following the Second Closing. Ms. Ford will serve for a term expiring at the 2020 annual meeting of the Company's stockholders and until her successor is duly elected and qualified.

Ms. Ford has elected to waive her rights to the compensation arrangements for non-employee directors as described in the Company's Proxy Statement for the 2019 Annual Meeting filed with the Securities and Exchange Commission.

There are no transactions in which Ms. Ford has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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