Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Directors
On
October 18, 2019, the Board appointed Michael P. Beys, Joseph F. Cunningham, Jr., Richard de Silva and Peter Ghishan as directors.
Messrs. Beys, Cunningham, de Silva and Ghishan will serve as directors with their terms expiring at the next Annual Meeting of
Stockholders and thereafter until their successors have been duly elected and qualified, or until their earlier death, resignation
or removal. The Board has determined that each of Messrs. Beys, Cunningham and Ghishan is “independent” under NYSE
American listing standards and other governing laws and applicable regulations, including Rule 10A-3 under the Securities
Exchange Act of 1934, as amended. There are no arrangements or understandings between any of the director appointees and any other
person pursuant to which they were elected as directors. There are no transactions in which any of the director appointees has
an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended. Each of the director
appointees will receive a compensation package customarily paid by the Company to non-employee directors serving in such capacities.
Messrs. Cunningham and Ghishan were appointed to serve on the Audit Committee. Mr. Cunningham will serve as
the chair of the Audit Committee and the Board determined that he is financially sophisticated as defined in the NYSE American
governance standards. Messrs. Beys and Cunningham were appointed to serve on the Compensation Committee. Messrs. Beys and Ghishan
were appointed to serve on the Nominating and Corporate Governance Committee.
As
a result of the foregoing appointments to the Board and the Audit Committee and Compensation Committee, the Company has regained
compliance with the NYSE American rules pertaining to the composition of the audit and compensation committees.
Mr.
Beys is a partner with the law firm Beys Liston & Mobargha LLP, which he founded in
2009. He focuses his practice on federal criminal defense, complex commercial litigation and real estate litigation. From
2000 to 2005, Mr. Beys served as a federal prosecutor in the U.S. Attorney’s Office for the Eastern District of New York,
where he was the lead counsel in over 100 federal prosecutions and investigations involving racketeering, fraud, tax evasion,
money laundering, narcotics trafficking, violent crimes and terrorism. Mr. Beys is also currently a director of Secure Property
Development & Investment, PLC, a publicly listed (London’s AIM) owner and operator of commercial and industrial properties
in Eastern Europe. In 2005, he co-founded Aristone Capital, a real estate investment firm which provided mezzanine debt financing
to New York area real estate developers. In 1999, he founded Cobblestone Ventures, Inc., a real-estate development business which
has invested in, or actively managed, numerous conversion and new construction projects in downtown Manhattan. Mr. Beys received
a B.A. from Harvard College and a J.D. from Columbia Law School.
Mr.
Cunningham currently serves as President of Liberty Mortgage Acceptance Corporation, a private mortgage lender arranging commercial
mortgage-backed securities and bridge financing, which he co-founded in 1992. In 2009, Mr. Cunningham co-founded Renew Lending,
Inc., a residential mortgage banking firm. Mr. Cunningham left the firm in 2017. Prior to 2009, Mr. Cunningham served as Chief
Operating Officer of Colwell Financial Corporation, where he was responsible for all divisions including residential production,
secondary marketing, construction lending, joint ventures, commercial real estate brokerage, loan servicing, insurance, underwriting,
personnel, REO, finance and administration, and legal activities. Mr. Cunningham also previously served as Executive Vice President
and Chief Financial Officer of Granite Financial Corporation, a boutique mortgage banking firm. Earlier in his career, Mr. Cunningham
practiced as a CPA in the Boston office of Pricewaterhouse Coopers. Mr. Cunningham received a B.S. in Accounting from Boston College.
Mr. de Silva currently serves as Managing Partner of Lateral Investment Management, LLC, a California-based
credit and growth equity firm, which he joined in 2014. Mr. De Silva is responsible for leading the day to day investment activities
and operations of the firm, which include investment origination, underwriting, asset management and fundraising. Mr. de Silva
was previously a General Partner at Highland Capital Partners, a private equity firm. He joined Highland in 2003 and focused on
investments in growth-stage technology companies. Mr. de Silva has also held operating roles in several companies as an entrepreneur
and senior executive including as co-founder of IronPlanet, a marketplace for construction equipment. He received a B.A. from Harvard
College, a Master of Philosophy in International Relations from Cambridge University and an M.B.A. from Harvard Business School.
Mr.
Ghishan is a partner at CPNV, a global real estate development and construction firm based in Nevada. Mr. Ghishan began his career
as an attorney working for a regional media holding company based in Las Vegas from August 2002 to February 2005. In February
2005, Mr. Ghishan moved to real estate full time with Andiamo Ventures, LLC, where through September 2009, he developed nearly
$10 million in residential projects in Lake Tahoe, overseeing all aspects of development project underwriting, financing, negotiating
all entitlements, construction management and sales oversight. In his role as a commercial real estate broker with Commercial
Partners of Nevada from February 2007 to June of 2018, Peter assisted a number of developers, lenders and investors in their acquisition
and disposition of more than $50 million in commercial real estate assets. Mr. Ghishan received a B.A. from Duke University
and a J.D. from the University of Arizona College of Law. Mr. Ghishan holds his New Mexico, California, and Nevada real estate
broker licenses and is an active member of the State Bar of Nevada and an inactive member of the State Bars of Arizona, California,
and Montana.