Item 5.02. |
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Director
Effective July 22, 2022, the Company’s Board of Directors appointed
Amy Trombly, our Chief Executive Officer, to serve as a member of our Board of Directors. Ms. Trombly will not receive additional compensation
for her Board service. Ms. Trombly will serve as a Class I Director until the 2024 Annual Meeting of Stockholders.
Employment Agreements with our Chief Executive Officer and Chief
Operating Officer
Effective July 22, 2022, we entered into an amended and restated employment
agreement with our Chief Executive Officer, Amy Trombly. Under the amended and restated agreement, Ms. Trombly will devote substantially
all of her time, energy and skill to the performance of her duties as Chief Executive Officer for the Company. The amended and restated
agreement also provides that, in the event of termination without cause or for good reason, Ms. Trombly is entitled to a lump sum severance
equal to one time her base salary. All other material terms of the amended and restated agreement remain unchanged from her prior employment
agreement.
Also effective July 22, 2022, we amended and restated our employment
agreement with Bruce Thornton, our Chief Operating Officer. The amended and restated agreement provides that, in the event of termination
upon change of control, Mr. Thornton is entitled to receive, in addition to the other benefits described therein, a target annual bonus
amount of 50% of his base salary. All other material terms of his amended and restated agreement remain unchanged from his prior employment
agreement.
The foregoing descriptions of the employment agreements are not complete
and are qualified in their entirety by reference to the full text of the employment agreements, copies of which are filed herewith as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Bonus Grants
Effective July 22, 2022, the Compensation Committee of the
Board of Directors approved annual bonus awards of $162,500 for Ms. Trombly and $150,000 for Mr. Thornton.
Departure of Chief Financial Officer
As part of our on ongoing effort to cut costs
and streamline Company operations, on July 22, 2022 we commenced consolidating all of our corporate functions in the United States to
our office in Boulder, Colorado. Effective on or before December 31, 2022, we will close our office in Woodstock, Georgia. In connection
with the Woodstock office closure, Mr. Jerry Dvonch resigned as our Chief Financial Officer. Mr. Dvonch has agreed to assist us with transitioning
the Company’s operations to the Boulder office on or before December 31, 2022.
Upon Mr. Dvonch’s termination, we will pay
him severance consisting of $100,000, contingent upon his execution of a general release of claims against the Company. He will also be
entitled to up to six months’ COBRA reimbursement. All outstanding time-based equity-based compensation awards will become fully
vested and all outstanding performance-based equity compensation awards will remain outstanding and will vest or be forfeited in accordance
with the terms of the applicable award agreements.
Forward-Looking Statements Disclaimer
This report contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements
related to our future activities or future events or conditions. These statements are based on current expectations, estimates and projections
about our business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve
risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our annual
report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of
the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances
after the date of this report, except as required by law.