Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
On February 17, 2021, the Board of Directors
(the “Board”) of the Company appointed Mr. Robert Fagenson as a member of the Board, effective March 1, 2021 (the “Appointment”).
Robert Fagenson, 72, Director
Mr. Fagenson serves as a member of the
board of directors of National Holdings Corporation (“NHS”) since March 2012. He serves as vice chairman of the board
of directors of NHS since September 2016. Mr. Fagenson previously served as co-chief executive officer of NHS from January 3, 2017
to January 31, 2017, as chief executive officer and chairman of the board of directors of NHS from December 2014 to September 2016,
and as executive vice-chairman of the board of directors of NHS from July 2012 to December 2014. Mr. Fagenson has been a branch
owner at NHS, an operating company of NHS, since 2012, and president of Fagenson & Co., Inc., a family investment company,
since 1982. Mr. Fagenson spent the majority of his career at the New York Stock Exchange (NYSE), where he was managing partner
of one of the exchange’s largest specialist firms. While at the NYSE, Mr. Fagenson served as a governor on the trading floor
and was elected to the NYSE board of directors in 1993, where he served for six years, eventually becoming vice chairman of the
NYSE board of directors from 1998 to 1999 and 2003 to 2004. Mr. Fagenson has served as director of the New York City Police Museum
since 2005, and as director of the Federal Law Enforcement Officers Association Foundation since 2009. He has also served on the
board of directors of Sigma Alpha Mu Foundation since 2011 and on the board of directors of New York Edge since 2015. In addition,
Mr. Fagenson served as the non-executive chairman of Document Security Systems, Inc. from 2012 to 2018 (NYSEMKT: DSS). He is currently
a member of the alumni boards of the Whitman School of Business at Syracuse University.
Mr. Fagenson received his B.S. in Transportation
Sciences & Finance from Syracuse University in 1970. The Board believes that Mr. Fagenson’s experience in the securities
industry and knowledge of the Company as its former chief executive officer qualifies him to serve as a member of the board.
The Board believes that Mr. Fagenson’s
experience in financial services and capital markets makes him ideally qualified to help lead the Company towards continued growth
and success.
Family Relationships
Mr. Fagenson does not have a family relationship
with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions
with regard to Mr. Fagenson reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
In connection with his Appointment, Mr. Fagenson
entered into a director agreement with the Company (the “Director Agreement”). Pursuant to the Director Agreement,
Mr. Fagenson was granted a Stock Option to purchase up to 100,000 shares of the Company’s common stock (the “Stock
Options”). Additionally, Mr. Fagenson shall be paid $5,000 per quarter, as compensation for his services as a member of the
Board and Chairman of the Audit Committee.
Item 5.02 of this Current Report on Form
8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights
and obligations of the parties to the Director Agreement, and such descriptions is qualified in its entirety by reference to the
full text of the Director Agreement, a copy of which is filed herewith as Exhibits 10.1.