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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On August 9, 2021, Vincent S. Miceli notified
the Company of his decision to resign from the Company’s board of directors (the “Board”) and as Chairman of the Board,
effective immediately. Mr. Miceli is not resigning due to any disagreement between the Company and Mr. Miceli, or any matter related to
the Company s operations, policies or practices.
In connection with Mr. Miceli’s resignation,
on August 9, 2021, the Company and Mr. Miceli entered into a letter agreement, effective as of August 1, 2021 (the “Letter Agreement”),
pursuant to which Mr. Miceli has agreed to provide certain consulting services to the Company for nine (9) months in consideration for,
among other things, (i) semi-monthly cash payments of approximately $19,000, (ii) a payout of his accrued but unused vacation pay, (iii) full acceleration of the vesting terms of 50,000 shares of previously unvested common stock,
par value $0.0001 per share, of the Company held by Mr. Miceli and (iv) payment of all medical and dental premiums for Mr. Miceli and his
wife for a period of six (6) months from the effective date of the Letter Agreement.
Pursuant to the Letter Agreement, the Company
and Mr. Miceli agreed that the rights of such parties under the employment agreement between the Company and Mr. Miceli, effective as
of January 1, 2021 (the “Employment Agreement”), will terminate, except for the confidentiality and non-competition provisions,
which will remain in full force and effect, provided that the expiration of the non-competition provisions will expire on April 30, 2022.
Additionally, pursuant to the Letter Agreement, Mr. Miceli agreed to, among other things, resign from the Board and vote all shares of
Common Stock held by him in favor of the reverse stock split proposals included in the Company’s proxy statement for the Company’s
special meeting of its stockholders scheduled to be held later this year.
The foregoing description of the Letter Agreement
does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which will be filed with
the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this Form 8-K are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking
words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” “intend,”
“likely,” “may,” “plan,” “potential,” “predict,” “opportunity”
and “should,” among others. There are a number of factors that could cause actual events to differ materially from those indicated
by such forward-looking statements. The Company does not undertake an obligation to update or revise any forward-looking statements. Investors
should read the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and its
other periodic reports filed with the U.S. Securities and Exchange Commission.