Item 3.02 Unregistered Sales of Equity Securities.
On September 22, 2021, the Company awarded 1,200,000 shares of common stock
under the Company's 2020 Equity Incentive Plan to Ajay Sikka, the chief
executive officer of the Company. This sale of securities was consummated
pursuant to the exemption from registration in Section 4(a)(2) of the Securities
Act of 1933, as amended. Mr. Sikka is sophisticated in business and investment
matters, and the shares are subject to restrictions on resale.
Election of a New Principal Financial Officer and Principal Accounting Officer
On September 22, 2021, the Board of Directors elected Michael Pollack as Interim
Chief Financial Officer.
Mr. Pollack, age 55, has been a partner in a certified public accounting firm
for the past fifteen years and specializes in accounting and auditing for small
public companies. Mr. Pollack has approximately 30 years of experience in public
accounting and consulting to over 100 publicly traded and 250 private companies.
Mr. Pollack has also held CFO and Controller positions in an array of
industries. Mr. Pollack graduated from the University of Maryland with a
Bachelor of Arts in Economics. Mr. Pollack is a member of the American Institute
of Certified Public Accountants, as well as licensed to practice in New Jersey,
and New York. There are no family relationships between Mr. Pollack and any of
our directors or other executive officers.
Amendment of a Material Compensatory Contract
On September 22, 2021, the Board of Directors amended the employment agreement
between the Company and Ajay Sikka, the chief executive officer of the Company,
to (1) provide for the award to Mr. Sikka of 1,200,000 shares of common stock
under the Company's 2020 Equity Incentive Plan in recognition of his service to
the Company and his agreement to convert his shares of the Company's Series A
Preferred Stock to common stock to make the Company's common stock more
attractive to investors and (2) create a series of special bonus awards to Mr.
Sikka, pursuant to which a $50,000 cash bonus would be paid upon the achievement
of each of the following goals: (a) the listing of the Company's common stock
for trading on the Nasdaq stock market, (b) the Company's common stock achieving
a sale price in the public market of at least $2.00, (c) the Company achieving
consolidated gross revenue for calendar year 2021 of at least $3,000,000 and (d)
the completion of an exchange by Mr. Sikka of $2,000,000 of Company debt to him
into shares of Company common stock using a valuation methodology established by
the Board of Directors. A written amendment to Mr. Sikka's employment agreement
has not yet been prepared.
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