Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Termination
of Howard R. Yeaton
On November 1, 2019,
the board of directors (the “Board”) of the Company provided Mr. Howard R. Yeaton with sixty (60) days’ notice
of its intent to terminate him from each of his officer positions as Chief Executive Officer and interim Chief Financial Officer
of the Company; pursuant to the employment agreement between the Company and Mr. Howard R. Yeaton, dated October 5, 2018. It is
the Board of Director’s intention to negotiate an arrangement with Mr. Yeaton whereby he will continue to serve past such
sixty (60) day period in the role of interim Chief Financial Officer. There is no assurance that the Company will be able to reach
such an agreement with Mr. Yeaton. There were no disagreements between the Company and Mr. Yeaton on any matters relating to the
Company’s operations, policies or practices.
Appointment
of Christopher C. Schreiber
On November 1,
2019, the Board appointed Christopher C. Schreiber, a current director of the Company, as Executive Chairman of the Board of the
Company, effective immediately. As Executive Chairman of the Board, Mr. Schreiber will have the responsibilities of the Principal
Executive Officer of the Company.
Mr. Schreiber is no
longer “independent” within the meaning of the Nasdaq Stock Market Rules and under Rule 10A-3(b)(1)(i) of the Securities
Exchange Act of 1934 and is no longer a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of
1934. As such, on November 1, 2019, Mr. Schreiber resigned from the Company’s Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee. In order to fill the vacancy occasioned by the resignation of Mr. Schreiber as
the Chairman of the Compensation Committee, Mr. Joshua Silverman, a current director and member of the Compensation Committee,
was appointed as the Chairman of the Compensation Committee.
For
more information regarding Christopher C. Schreiber, including his biography, please refer to the Company’s Annual Report
on Form 10-K filed with the SEC on April 1, 2019.
There is no arrangement or understanding between Mr. Schreiber and any other person pursuant to which he was
selected as the Executive Chairman of the Board. Additionally, there are no family relationships between any director or executive
officer of the Company and Mr. Schreiber. There are no transactions to which the Company is or was a participant and in which Mr.
Schreiber has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Schreiber is not currently a party
to any material plan or arrangement in connection with his appointment as Executive Chairman of the Board.
Appointment
of Robert C. Schroeder
On November 1, 2019,
the Board appointed Robert C. Schroeder to serve as a member of the Board and a member of the Company’s Audit Committee.
Mr. Schroeder will serve as a director of the Company until he is up for election at the 2019 annual meeting of stockholders.
There
is no arrangement or understanding between Mr. Schroeder and any other persons pursuant to Mr. Schroeder appointment as director,
and there are no related party transactions involving Mr. Schroeder that are reportable under Item 404(a) of Regulation S-K. There
are no material plans, contracts or arrangements to which Mr. Schroeder is a party to or in which they participate nor have there
been any material amendment to any plan, contract or arrangement by virtue of Mr. Schroeder’s appointment.
The
following is certain biographical information regarding Mr. Schroeder:
Robert C. Schroeder,
53, was appointed to the Board on November 1, 2019. Mr. Schroeder is currently the Vice President of Investment Banking at Taglich
Brothers, a brokerage firm, and specializes in advisory services and capital raising for small public and private companies. Prior
to his time at Taglich Brothers, Mr. Schroeder served as a Senior Equity Analyst publishing sell-side research on publicly traded
companies and served in various other positions in the brokerage and public accounting industry. Mr. Schroeder currently serves
on the board of directors of publicly traded Intellinetics, Inc., a document solutions software development, sales and marketing
company, Air Industries Group (NYSE:AIRI), a manufacturer of aerospace parts and assemblies, and Decisionpoint Systems, Inc.,
a leading provider and integrator of Enterprise Mobility, Wireless Applications and RFID solutions. Mr. Schroeder received a B.S.
degree in accounting and economics from New York University. The Board believes Mr. Schroeder is well qualified to serve on the
Board due to his leadership skills, capital markets expertise, and extensive experience as a director of the board for other public
companies.