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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On June 24, 2022, the Company's Board of Directors appointed Sunil Rajasekar as a member of the Board of Directors. Mr. Rajasekar was appointed as a Class I director. Since November 2018, Mr. Rajasekar has been the President and Chief Technology Officer of MINDBODY, Inc., a leading technology platform and consumer marketplace for the fitness, wellness and beauty industries. Prior to joining MINDBODY, Inc., from October 2016 through October 2018, Mr. Rajasekar was the General Manager, Engineering and Product Management at eBay, and from October 2012 through October 2016, he was the Chief Technology Officer at Lithium Technologies. Mr. Rajasekar has served on the board of directors of Harvey Mudd College since May 2021. Mr. Rajasekar holds an MBA from the University of Toledo. We believe that Mr. Rajasekar is qualified to serve on our Board of Directors due to his extensive consumer and enterprise software experience and business advisory experience.

Mr. Rajasekar has been appointed to serve as a member of the Compensation Committee. At the time of his appointment to the Board, Mr. Rajasekar did not hold any shares of the Company's common stock. There are no family relationships between Mr. Rajasekar and any of our other officers and directors. There are no arrangements or understandings between Mr. Rajasekar and any other persons, pursuant to which he was appointed as a Class I director and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Board of Directors appointed Mr. Rajasekar as a Class I director to fill the vacancy created by the resignation of Mr. Charles Moran, which was effective on January 19, 2022. Mr. Rajasekar will serve as a member of the class of directors whose terms expire at the 2024 annual meeting of stockholders.

As a result of Mr. Rajasekar's appointment, the Company believes it has regained compliance with the NASDAQ Listing Rule 5605(b)(1), which requires that the Company's Board consist of a majority of independent directors, as such term is defined under such Rule.

Mr. Rajasekar will receive compensation for his service as a director consistent with that of our other non-employee directors. A description of our standard compensation arrangements for non-employee directors is included in our Proxy Statement filed with the Securities and Exchange Commission on December 28, 2021. Mr. Rajasekar has entered into our standard form indemnification agreement for non-employee directors, the form of which is filed with the Securities and Exchange Commission as Exhibit 10.9 to our registration statement on Form S-1 dated July 23, 2020.

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