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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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(b) On
August 4, 2017, Michael Moe resigned from his position as Chief Executive Officer of the Company, effective August 11, 2017, in
connection with a transition in the management of the Company. Mr. Moe will continue to serve the Company in his role as Chairman
of the Board of Directors (the “Board”).
(c) In
addition, on August 4, 2017, the Board appointed Mark Klein to serve as Chief Executive Officer of the Company, effective
August 11, 2017, in order to fill the vacancy created by Mr. Moe’s resignation as Chief Executive Officer of the Company.
Mr. Klein currently serves, and will continue to serve, as a member of the Board.
Mr. Klein, 55, has
served on the Board since 2011 and has served as a consultant to GSV Asset Management, LLC, the Company’s external investment
adviser, since 2012. Since 2010, Mr. Klein has also served as a Managing Member and Majority Partner of M. Klein & Company,
LLC, which owns the Klein Group, LLC, a registered broker dealer. In addition, Mr. Klein serves on the board of directors for Atlantic
Alliance Partnership Corp. and has served as an investment adviser at B. Riley Wealth Management (formerly MK Capital Advisors,
LLC) since April 2012. Mr. Klein served as a director of National Holding Corporations from 2011 to 2014, where he also served
as Chief Executive Officer and Co-Chairman from March 2013 to December 2014. Mr. Klein also served as a director of New University
Holdings Corp. (“NUH”), a capital pool company listed on the TSX Venture Exchange, from its inception in 2010 through
August 2011, when NUH merged with ePals, Inc., a K–12 learning network provider. In addition, from April 2010 until May 2011,
Mr. Klein served as the Chief Executive Officer and President and a director of 57th Street General Acquisition Corp., a special
purpose acquisition company, until it completed a merger with Crumbs Bake Shop. Subsequently, Mr. Klein served as a member of the
board of directors of Crumbs from May 2011 to March 2014. Mr. Klein served from 2007 until 2009 as the Chief Executive Officer,
President and a director of Alternative Asset Management Acquisition Corporation, a special purpose acquisition company which completed
a merger with Great American Group LLC. Mr. Klein served on the board of directors of Great American Group until August 2014. From
2007 until 2008, Mr. Klein served as the Chief Executive Officer of Hanover Group LLC, an indirect financial services subsidiary
of Hanover Group. Mr. Klein previously served as Chairman of Ladenburg Thalmann & Co. Inc. From April 2005 to September 2006,
he was Chief Executive Officer and President of Ladenburg Thalmann Financial Services, Inc., the parent of Ladenburg Thalmann &
Co. Inc., and Chief Executive Officer of Ladenburg Thalmann Asset Management Inc., a subsidiary of Ladenburg Financial Services,
Inc. Prior to joining Ladenburg Thalmann, from June 2000 to March 2005, Mr. Klein served as the Chief Executive Officer and President
of NBGI Asset Management, Inc. and NBGI Securities, which were the U.S. subsidiaries of the National Bank of Greece. Mr. Klein
is a graduate of the J.L. Kellogg Graduate School of Management at Northwestern University, with a Masters of Management, and also
received a bachelor’s degree, with high distinction, in Business Administration from Emory University.
There
is no arrangement or understanding between Mr. Klein and any other person pursuant to which he was appointed as Chief Executive
Officer of the Company, nor is there any family relationship between Mr. Klein and any of the Company’s directors or
other executive officers. Further, with regard to Mr. Klein, there are no transactions since the beginning of the Company’s
last fiscal year, or any currently proposed transaction, in which the Company is a participant that
would require disclosure
under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.