Item 1.01 Entry into a Material Definitive Agreement

Effective May 16, 2023, our Board of Directors approved extensions of our employment agreements with our Chief Executive Officer and Chief Operating Officer. Our Executive Employment Agreement with our CEO, Jeffrey Thompson (originally entered into on March 31, 2021) and our Executive Employment Agreement with our COO, Allan Evans (originally entered into on January 11, 2021), have both been extended to May 10, 2026 by way of Amendments which are filed herewith as Exhibits 10.1 and 10.2, respectively.

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

On May 16, 2023, our Board of Directors and the Compensation Committee of the Board approved the following cash and equity compensation to the independent members of the Board for our 2024 fiscal year which commenced May 1, 2023:





Independent Director Additional Roles            Cash Compensation RSUs
Joseph Freedman      Lead director; Chair,       $80,000           84,905
                     Nominating and Governance
                     Committee
Nicholas Liuzza, Jr. Chair, Comp Committee       $55,000           56,604
Mary Beth Long                                   $45,000           56,604
Christopher Moe      Chair, Audit Committee      $65,000           84,905

The shares of restricted stock granted to our independent directors were valued at a price of $1.06 per share. The shares of restricted stock will vest as follows: (i) 25% of the shares vested on May 16, 2023; and (ii) additional 25% portions will vest on each of November 16, 2023, February 16, 2024, and May 16, 2024. The restricted stock was issued pursuant to our 2019 Equity Incentive Plan.




Item 8.01 Other Events

On May 16, 2023, our Board of Directors appointed Mary Beth Long and Christopher Moe to serve as independent director members of the Compensation Committee of the Board. They will fill the committee vacancies left by Joseph Freedman, who has resigned from the committee, and Jonathan Read, who resigned from the Board in November of 2022.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.  Description
  10.1         First Amendment to Executive Employment Agreement with Jeffrey
             Thompson
  10.2         First Amendment to Executive Employment Agreement with Allan
             Evans

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