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 June 27, 2024, the Company entered into an amendment (the "Yarborough Amendment") to the employment agreement, effective as of July 23, 2021, by and between the Company and Preston Yarborough, the Company's Vice President to increase his base salary to $200,000.

On June 26, 2024, the Compensation Committee of the Board of Directors (the "Committee") of the Company awarded (i) Mike Dickerson, the Company's Chief Financial and Administrative Officer, an option to purchase 100,000 shares of the Company's common stock (the "Common Stock"); (ii) Preston Yarborough, the Company's Vice President, an option to purchase 200,000 shares of the Company's Common Stock; and (iii) Joseph Visconti, the Company's Chairman and Chief Executive Officer an option to purchase 300,000 shares of the Company's Common Stock. On June 27, 2024, the Committee awarded Mike Dickerson, the Company's Chief Financial and Administrative Officer, an option to purchase 50,000 shares of the Company's common stock (the "Common Stock")

The stock options granted to Mr. Yarborough and Mr. Visconti have an exercise price of $0.57 per share, which was the closing price of the Common Stock on the date of the grant (June 26, 2024), vest pro rata, on a monthly basis, over two years and expire ten (10) years from the date of the grant, unless terminated earlier. The stock options granted to Mr. Dickerson on June 26, 2024 have an exercise price of $0.57 per share, and the stock options granted to Mr. Dickerson on June 27, 2024 have an exercise price of $0.53 per which was the closing price of the Common Stock on the date of the grant (June 27, 2024), and both option grants vest pro rata, on an annual basis over four years monthly basis and expire ten (10) years from the date of the grant, unless terminated earlier. The stock options were granted pursuant to the Company's amended and restated 2021 Stock Incentive Plan, and the Company's effective registration statement on Form S-8 for the amended and restated 2021 Stock Incentive Plan.

The foregoing summary of the Yarborough Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Yarborough Amendment attached as Exhibit 10.1 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference.