Item 3.02. Unregistered Sales of Equity Securities.

On March 23, 2021, the Board of Directors of the Company declared a dividend (the "Dividend") on the shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), issued and outstanding as of the record date for such dividend, in the form of 9,154 shares of Series A Preferred Stock in the aggregate, plus $722.50 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on March 31, 2021.

The Dividend is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Investor represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing shares of Series A Preferred Stock or shares of the Company's common stock, par value $0.01 per share, issued in connection with any future conversion of the Series A Preferred Stock.

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