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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
May 8, 2019, the Board promoted Mr. Horowitz to Chief Operating Officer of the Company, effective as of May 8, 2019.
Mr.
Horowitz, age 63, previously served as the Company’s Chief Operations Consultant from April 2017 until his promotion to
the Company’s Chief Operating Officer in May 2019. He also currently serves as a director of the Company. Mr. Horowitz has
served as the Managing Director of Capital Strategists, LLC, which provides corporate, strategic, and financial consulting services,
since 2006. He also serves as an advisor to family trusts and private individuals, with a focus on financial asset management,
real estate management and special situation investments. He has served as the Managing Member of Plata LLC since 2017. Earlier
in his career, Mr. Horowitz was a charter member of the New York Futures Exchange, was a Senior Vice President managing principal
equity investment accounts, private equity investments and public offerings at Drake Capital Securities, and managed the trading
department at the Los Angeles office of Laidlaw Equities. He was also a partner at Stanley Capital, a private equity buyout firm.
Mr. Horowitz was the chairman and a member of two general obligation bond fund committees, raising more than $500 million in general
revenue bonds for the Beverly Hills Unified School District (“BHUSD”). Subsequently, he was named the first chairman
of both the state of California-mandated Citizens’ Oversight Committee and Facilities Advisory Committee, overseeing expenditure
of all BHUSD general obligation bond funds. Mr. Horowitz is a founding member of the Los Angeles Chapter of the Positive Coaching
Alliance. He founded and is currently the president of the Beverly Hills Basketball League, a youth basketball program that serves
more than 35,000 families. Mr. Horowitz has also served as a member of the board of directors of the American Youth Soccer Organization
and Beverly Hills Little League. He holds a Juris Doctor degree from Benjamin N. Cardozo School of Law in New York City and a
Bachelor of Arts degree from Washington University in St. Louis.
Mr.
Horowitz does not have a family relationship with any of the current executive officers or directors of the Company. Other
than set forth herein, there is no currently proposed transaction, and since the beginning of fiscal year 2018 there has not
been any transaction, involving the Company and Mr. Horowitz, which was a related person transaction within the meaning of Item
404(a) of Regulation S-K. During the year ended December 31, 2018, the Company paid Mr. Horowitz (Capital Strategists) $190,000
as an independent contractor.
On
May 8, 2019, the Company amended Mr. Horowitz’s independent contractor agreement for Mr. Horowitz to become Chief Operating
Officer (the “Horowitz Agreement Amendment”), a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated by reference herein.
The
Horowitz Agreement Amendment provides that Mr. Horowitz will (i) serve as the Company’s Chief Operating Officer, (ii) continue
to receive $125 per hour of service rendered, up to a maximum of $20,000 per calendar month, and (iii) receive a health insurance
allowance of $1,200 per calendar month.
The
foregoing description of the terms and conditions of the Horowitz Agreement Amendment is only a summary and is qualified in its
entirety by the full text of the Horowitz Agreement Amendment, which is filed hereto as Exhibit 10.1, and incorporated
herein by reference.
Also,
effective as of May 8, 2019, Mr. Horowitz will serve as the principal executive officer of the Company and Timothy C. Scott, Ph.D.
will no longer serve as President and principal executive officer of the Company.