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.

(d) Election of Directors

On October 28, 2024, the Board of Directors (the "Board") of the Company, following the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Adam Pelavin, Jagannathan Bhalaji, and Santhosh Nagaraj to serve immediately as members of the Board with a term expiring at the Company's 2025 annual meeting of stockholders. In connection with the election of such directors to the Board, the Board also approved an increase in the size of the Board from four to seven members.

In connection with Messrs. Pelavin, Bhalaji, and Nagaraj's election to the Board, and pursuant to the Company's Non-Employee Director Compensation Policy (the "Director Compensation Policy"), the Board intends to grant to each new director a stock option to purchase up to 625 shares of the Company's common stock with an exercise price equal to the closing price of the Company's common stock on the OTCQX on the date of grant. The stock options will vest in substantially equal installments on each of the first three anniversaries of the date of grant, subject to their continued service as a director.

In addition, each director is entitled to receive an annual cash retainer of $30,000 and an annual grant of a stock option to purchase 125 shares for his service as a non-employee director of the Company pursuant to the Director Compensation Policy.

The Company and each of Mr. Bhalaji and Mr. Nagaraj intend to enter into Securities Purchase Agreements for the purchase and sale of shares of the Company's common stock and it will be a condition to closing that each of Mr. Bhalaji and Mr. Nagaraj shall be appointed as a director of the Company.

Except as described above, there are no arrangements or understandings between Messrs. Pelavin, Bhalaji, and Nagaraj and any other person pursuant to which Messrs. Pelavin, Bhalaji, and Nagaraj was appointed as a director of the Company. There are no transactions to which the Company is a party and in which Messrs. Pelavin, Bhalaji, and Nagaraj have a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Messrs. Pelavin, Bhalaji, and Nagaraj have not previously held any positions with the Company and have no family relations with any directors or executive officers of the Company.