Management Change/Compensation Form 8 K

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

(c), (e) The Company has previously announced that Ms. Jamie Rotman was appointed as President of the Company effective December 21, 2023 until any successor is appointed or upon her resignation, termination or retirement. At that time, Ms. Rotman was not a party to any material plan, contract or arrangement.

On July 22, 2024, the Company entered into an Employment Agreement (the "Employment Agreement") with Ms. Rotman, under which Ms. Rotman receives annual compensation equal to $180,000 payable in Series C Preferred Stock or common stock, either at Ms. Rotman's discretion, discounted 50% over the then market price (and payable in cash at Ms. Rotman's discretion), plus a signing bonus of $25,000 payable in shares of Series C Preferred Stock, vesting over 2024.

The Employment Agreement was made retroactive to January 1, 2024. The Employment Agreement also provides for a 24-month severance payment upon a termination without cause (as defined) and a 24 month change in control severance.

A copy of the Employment Agreement is attached as Exhibit 10.1.