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.

On October 24, 2024, Steven W. Schussler tendered his resignation as a member of the board of director of the Company and from the audit committee of the board of directors. Upon acceptance of Mr. Schussler's resignation, the Compensation Committee of the board of directors accelerated the vesting of all unvested options granted to Mr. Schussler pursuant to the 2019 Incentive Plan so that all such options are fully vested as of the date of his resignation.

Mr. Schussler's resignation was not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On October 25, 2024, the board of directors appointed Fred Croci to serve as a member of the board of directors to fill the vacancy created by Mr. Schussler's resignation. Mr. Croci also was appointed as a member of each of the audit committee and compensation committee of the board of directors.

Upon Mr. Croci's appointment to the board, the compensation committee granted to Mr. Croci options under the 20919 Incentive Plan to purchase 5,000 shares of common stock at a price per share of $1.73. The options were fully vested upon grant.

The remaining members of the board of directors have evaluated the independence of Mr. Croci based upon the rules of the NASDAQ Stock Market and the Securities and Exchange Commission. Applying these standards, our board of directors determined that that Mr. Croci is "independent" as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules, that he is financially literate and satisfies the independence criteria set forth in Rule 10A-3 under the Exchange Act for service on the audit committee and that he satisfies the additional independence test for compensation committee members under the NASDAQ Listing Rules, inasmuch as he has no relationship that would interfere with his ability to exercise independent judgment.