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

(e) In connection with Patrick Fabbio's departure as Chief Financial Officer as previously disclosed in the Prior 8-K, on January 5, 2023, the Company and Mr. Fabbio entered into a Separation and General Release Agreement (the "Separation Agreement"), which provides, among other things, that the Company shall pay Mr. Fabbio severance in the amount of $307,913.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Document
10.1            Separation and Release Agreement, dated February 1, 2023, between the
              Company and Patrick Fabbio.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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