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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On July 15, 2022, the Company announced the election of Ms. Dia Simms as a new director of the Company. Ms. Simms has been appointed to serve on the audit committee and the compensation committee of the Company, with such appointment effective upon her becoming a director of the Company.

Ms. Simms is the Chief Executive Officer of Lobos 1707 Tequila & Mezcal, where she has served since August 2020. Simms leads Lobos 1707 alongside Founder and Chief Creative Officer Diego Osorio with early backing by sports and cultural icon, LeBron James. Ms. Simms is also a member of the board of directors of Tilt Holdings Inc. (NEO: TILT), where she has served since August 2020. Ms. Simms spent almost fifteen years working alongside Sean "Diddy" Combs at Combs Enterprises. In 2017, Simms was named President of Combs Enterprises, making her the first president in the company's thirty-year history other than Sean Combs himself. In her role as President, she oversaw multi-billion-dollar brands under the Combs empire, including CÎROC Ultra-Premium Vodka, Blue Flame Agency, AQUAhydrate, Bad Boy Entertainment, Sean John and Revolt TV. Of note, Simms led the transformation of CÎROC Ultra-Premium Vodka taking the previously unprofitable brand to a $2 billion retail value. Ms. Simms holds a B.S. degree in Psychology from Morgan State University and a Master's degree in Management from the Florida Institute of Technology.

The board of directors of the Company has affirmatively determined that Ms. Simms meets the applicable standards for an independent director under both the rules of the Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934.

Ms. Simms will not be compensated by the Company for her services as a director and has not entered into an employment agreement with the Company.

In connection with this appointment, Ms. Simms is expected to enter into an indemnification agreement and a letter agreement with the Company on the same terms as the indemnification agreements and letter agreements entered into by the directors and officers of the Company at the time of the Company's initial public offering.

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