Item 5.02 Election of Directors; Appointment
of Principal Officers.
On January 11, 2021, the Company’s board of directors
(the “Board”) approved the increase in the size of the Board to five from four directors and appointed Joseph Freedman
to the Board. On January 11, 2021 the Board established the Audit, Nominating and Governance and Compensation Committees and Mr.
Freedman was appointed to each such committee. Mr. Freedman was appointed for a term of one year and until his successor is duly
elected and qualified.
Mr. Freedman is an entrepreneur with
experience launching and exiting companies in the legal recruitment, technology and hospitality sectors, several of which have been
acquired by NYSE listed, private equity and privately held companies. Four such companies were listed on the Inc. 500/5000,
14 times, with one being listed in the top 100. In 2006, Mr. Freedman co-founded and currently serves on the board of
Peachtree Tents & Events Holdings, LLC, a full-service event rental equipment company. Mr. Freedman co-founded and served
as the chief executive officer of Richmond Title, LLC until its acquisition in 2006, and founded and served as chief
executive officer of AMICUS Legal Staffing, Inc. until its acquisition in 1996. In 2009 Mr. Freedman co-founded and served on
the board of RFx Legal, LLC, a company which used proprietary technology to automate the way corporations sourced and
procured legal services, until its acquisition in 2013. Mr. Freedman also co-founded eConception, LLC, Weberize, LLC, and
Acymtech LLC. Mr. Freedman currently serves as an advisor to Headsets.com and sits on numerous privately held company boards.
Mr. Freedman is the past president of the Nashville Chapter of the Entrepreneurs Organization and currently serves on their
Strategic Council. Mr. Freedman earned a B.S. degree in Finance from Louisiana State University.
Mr. Freedman’s legal, business and financial
experience provide the basis upon which the Company has appointed him to the Board.
There is no arrangement or understanding between
Mr. Freedman or any other person pursuant to which he was appointed as a director of the Company, and there are no familial relationships
between Mr. Freedman and any of the Company’s directors or executive officers. Mr. Freedman, including his immediate family
members, is not a party, directly or indirectly, to any related person transaction required to be reported pursuant to Item 404(a)
of Regulation S-K.
Board Committees
On January 11, 2021, the Board established
an Audit Committee, Nominating and Governance Committee and a Compensation Committee.
The Audit Committee is responsible
for assisting the Board in its oversight responsibilities regarding the Company’s accounting and financial reporting processes,
the audits of the Company’s financial statements and the independent auditors’ qualifications and independence.
The Nominating and Governance Committee
is responsible for, among other things, identifying qualified board candidates and nominees, and corporate officers of the Company
and other matters with respect to governance of the Company.
The Compensation Committee is responsible
for the approval and implementation of the executive compensation for officers and other key executives of the Company. The members
of the Compensation Committee are Mr. Freedman and Liuzza.
The members of the Audit Committee,
the Nominating and Governance Committee, and the Compensation Committee are Mr. Freedman and Mr. Liuzza, both of whom are “independent”
directors as such term is defined for directors in the listing standards of NASDAQ.
The descriptions of the Audit Committee,
the Nominating and Governance Committee and Compensation committee, are qualified in their entirety by reference to the full text
of the Charter for each such Committee, a copy of which are attached hereto as Exhibit 10.2, 10.3 and 10.4, respectively.
Corporate Policies
On January 11, 2021, the Audit Committee
adopted a Whistleblower Policy concerning the receipt, retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters and the submission by employees of the Company and others, on a confidential
and anonymous basis, of good faith concerns regarding such matters.
The Board has also adopted Corporate
Governance Guidelines and a Corporate Communications Policy.