Item
1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
General
On May 11, 2021 (the “Effective Date”),
the Company entered into a Securities Purchase Agreement (the “SPA”) with The Cornelis F. Wit Revocable Living Trust,
of which Cornelis F. Wit is trustee (the “Purchaser”), an existing shareholder, pursuant to which the Company contemporaneously
sold to the Purchaser an aggregate of (a) 2,000,000 shares of its Series A Convertible Preferred Stock having the rights, preferences,
powers, restrictions and limitations set forth below (the “Series A Preferred Shares”); and (b) 1,000,000 shares of
its Series B Convertible Preferred Stock having the rights, preferences, powers, restrictions and limitations set forth below (the “Series
B Preferred Shares,” and together with the Series A Preferred Shares, collectively, the “Preferred Shares”)
in exchange for (i) the payment of $2,000,000 (including $302,500 principal plus accrued but unpaid interest in bridge financing provided
by the Purchaser to the Company during April 2021); and (ii) the surrender of 2,000,000 units (the “Units”), each
Unit consisting of two shares of common stock and one warrant to purchase an additional share of common stock in accordance with the
terms of the subscription agreements for the purchase of the Units entered into by the Purchaser and the Company in September and October
2020. As a result of the transaction and the voting rights accorded the Preferred Shares as set forth below, the Purchaser now holds
approximately 88% of the voting power of the Company and accordingly, a “Change in Control” has occurred.
Series A Preferred Shares
A total of 4,000,000
shares of the Company’s authorized but undesignated and unissued shares of preferred stock have been designated as the Series A
Preferred Shares, with the following rights, preferences, powers, restrictions and limitations:
Stated Value. The Series
A Preferred Shares have a stated value of $1.00 per share (“Stated Value”).
Ranking. In respect
of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding-up of the
Company, the Series A Preferred Shares rank (a) junior to the Company’s Series B Shares; and (b) senior to (i) the Company’s
common stock, par value $0.001 per share (the “Common Stock”) and any other class or series of stock (including other
series of Preferred Stock) of the Company (collectively, “Junior Stock”).
Dividends. From and
after the date of the issuance of Series A Preferred Shares, dividends at the rate per annum of 8%, compounded annually, accrue daily
on the Stated Value (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or
not declared, and shall be cumulative; provided, however, such Accruing Dividends shall be payable only when, as, and if
declared by the Board of Directors and the Company shall be under no obligation to pay such Accruing Dividends except as set forth herein.
The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other
than dividends on (a) shares of Series B Preferred Shares; and (b) Common Stock payable in shares of Common Stock) unless (in addition
to the obtaining of any consents required elsewhere in the Articles of Incorporation) the holders of the Series A Preferred Shares then
outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Share in an amount
at least equal to the sum of (a) the amount of the aggregate Accruing Dividends then accrued on such Series A Preferred Shares and not
previously paid; and (b) (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that
dividend per Series A Preferred Share as would equal the product of (A) the dividend payable on each share of such class or series determined,
if applicable, as if all shares of such class or series had been converted into Common Stock; and (B) the number of shares of Common Stock
issuable upon conversion of a Series A Preferred Share, in each case calculated on the record date for determination of holders entitled
to receive such dividend; or (ii) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate
per Series A Preferred Share determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital
stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock
dividend, stock split, combination or other similar recapitalization with respect to such class or series); and (B) multiplying such fraction
by an amount equal to the Stated Value of the Series A Preferred Shares; provided, that if the Company declares, pays or sets aside,
on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders
of Series A Preferred Shares shall be calculated based upon the dividend on the class or series of capital stock that would result in
the highest Series A Preferred Share.
Liquidation Preference.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or any Deemed Liquidation Event, (as
defined) (collectively, a “Liquidation Event”), the holders of Series A Preferred Shares shall be entitled to receive,
after payment to all holders of Series B Preferred Shares of a liquidation preference equal to the aggregate amount of one hundred fifty
percent (150%) of the Stated Valued of the Series B Preferred Shares and the amount of the accrued but unpaid dividends on the Series
B Preferred Shares, but prior and in preference to any distribution of any of the assets of the Company to the holders of Junior Stock
by reason of their ownership thereof, an aggregate amount per share equal to the Stated Value of the Series A Preferred Shares and the
accrued but unpaid dividends thereon. After the payment to all holders of Series B Preferred Shares of a liquidation preference equal
to the aggregate amount of one hundred fifty percent (150%) of the Stated Valued of the Series B Preferred Shares and the amount of the
accrued but unpaid dividends on the Series B Preferred Shares and to all holders of the Series A Preferred Shares the full liquidation
preference hereunder, the remaining assets of the Company available for distribution to its shareholders shall be distributed among the
holders of the shares of Series B Preferred Shares and Junior Stock, pro rata, on an “as converted basis,” determined
immediately prior to such Liquidation Event, and the Series A Preferred Shares shall not be entitled to participate in such distribution
of the remaining assets of the Company.
Conversion. Each
Series A Preferred Share is convertible into Common Stock at the option of the holder thereof at a conversion rate of $0.05 per share
of Common Stock. The conversion rate is subject to adjustment in the event of stock splits, stock dividends, other recapitalizations and
similar events, as well as in the event of issuance by the Company of shares of Common Stock or securities exercisable for, convertible
into or exchangeable for Common Stock at an effective price per share less than the conversion rate then in effect (other than certain
customary exceptions).
Voting. The Series
A Preferred Shares shall vote on an “as converted” basis together with holders of Series B Preferred Shares and holders
of Common Stock as a single class on all matters brought to a vote of shareholders. Certain matters, including actions which would have
a material adverse effect on the rights of holders of Series A Preferred Shares of approval of holders of a majority of the then issued
and outstanding Series A Preferred Shares voting as a separate class.
Series B Preferred Shares
A total of 1,000,000
shares of the Company’s authorized but undesignated and unissued shares of preferred stock have been designated as the Series B
Preferred Shares, with the following rights, preferences, powers, restrictions and limitations:
Stated Value. The Series
B Preferred Shares have a stated value of $1.00 per share (“Stated Value”).
Ranking. In respect
of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding-up of the
Company, the Series B Preferred Shares rank senior to the (a) Series A Preferred Shares; (b) the Company’s Common Stock and any
other class or series of Junior Stock.
Dividends. From and
after the date of the issuance of Series B Preferred Shares, dividends at the rate per annum of 8%, compounded annually, accrue daily
on the Stated Value (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or
not declared, and shall be cumulative; provided, however, such Accruing Dividends shall be payable only when, as, and if
declared by the Board of Directors and the Company shall be under no obligation to pay such Accruing Dividends except as set forth herein.
The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other
than dividends on (a) shares of Series B Preferred Shares; and (b) Common Stock payable in shares of Common Stock) unless (in addition
to the obtaining of any consents required elsewhere in the Articles of Incorporation) the holders of the Series B Preferred Shares then
outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Share in an amount
at least equal to the sum of (a) the amount of the aggregate Accruing Dividends then accrued on such Series B Preferred Shares and not
previously paid; and (b) (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that
dividend per Series B Preferred Share as would equal the product of (A) the dividend payable on each share of such class or series determined,
if applicable, as if all shares of such class or series had been converted into Common Stock; and (B) the number of shares of Common Stock
issuable upon conversion of a Series B Preferred Share, in each case calculated on the record date for determination of holders entitled
to receive such dividend; or (ii) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate
per Series B Preferred Share determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital
stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock
dividend, stock split, combination or other similar recapitalization with respect to such class or series); and (B) multiplying such fraction
by an amount equal to the Stated Value of the Series B Preferred Shares; provided, that if the Company declares, pays or sets aside,
on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders
of Series B Preferred Shares shall be calculated based upon the dividend on the class or series of capital stock that would result in
the highest Series B Preferred Share.
Liquidation Preference.
In the event of a Liquidation Event, the holders of Series B Preferred Shares shall be entitled to receive, prior and in preference to
any distribution of any of the assets of the Company to the holders of Junior Stock (including Series A Preferred Shares), a liquidation
preference equal to the aggregate amount of one hundred fifty percent (150%) of the Stated Valued of the Series B Preferred Shares and
the amount of the accrued but unpaid dividends on the Series B Preferred Shares. After the payment to all holders of Series B Preferred
Shares of such liquidation preference and to all holders of the Series A Preferred Shares their full liquidation preference, the remaining
assets of the Company available for distribution to its shareholders shall be distributed among the holders of the shares of Series B
Preferred Shares and Junior Stock other than Series A Preferred Shares, pro rata, on an “as converted basis,” as applicable.
Conversion. Each
Series A Preferred Share is convertible into Common Stock at the option of the holder thereof at a conversion rate of $0.20 per share
of Common Stock. The conversion rate is subject to adjustment in the event of stock splits, stock dividends, other recapitalizations and
similar events, as well as in the event of issuance by the Company of shares of Common Stock or securities exercisable for, convertible
into or exchangeable for Common Stock at an effective price per share less than the conversion rate then in effect (other than certain
customary exceptions).
Voting. The Series
A Preferred Shares shall vote together with holders of Series B Preferred Shares and holders of Common Stock as a single class on all
matters brought to a vote of shareholders. Each Series B Preferred Share shall entitle the holder thereof to such number of votes as equal
the number of shares of Common Stock then issuable upon conversion of the Series B Share multiplied by 50. Certain matters, including
actions which would have a material adverse effect on the rights of holders of Series B Preferred Shares of approval of holders of a majority
of the then issued and outstanding Series B Preferred Shares voting as a separate class.
The Preferred Shares were issued to the Purchaser
pursuant to the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) afforded
by Section 4(a)(2) thereof and Regulation D thereunder.
Other Rights Accorded
the Purchaser
Pursuant to the SPA, the Purchaser and the Company
agreed to fix the number of members of the board of directors of the Company at five (5), three of whom shall be designated by the Purchaser
and two of whom shall be “independent” and acceptable to the Purchaser. In addition, the Purchaser has been accorded
certain registration rights under the Securities Act with respect to the shares of Common Stock issuable upon conversion of the Preferred
Shares and ongoing financial and other information rights with respect to the Company.
The above descriptions of the SPA and the terms
of the rights, preferences, powers, restrictions and limitations of the Preferred Shares are only summaries and are qualified in their
entirety by reference to the complete text of the SPA and the Amendment to the Company’s Articles of Incorporation filed as Exhibits
10.1 and 10.2 to this Current Report.
Changes in Management
General
In accordance with the terms of the SPA, on the
Effective Date Dr. Bao T. Doan and Marc J. Horowitz stepped down from the board of directors. In addition, Alexander M. Salgado
stepped down as Chief Executive Officer and a director of the Company, and from any and all other positions he held with the Company and
its subsidiary, and entered into a Separation Agreement (the “Salgado Separation Agreement”) and a Consulting Agreement
to assist with transition (the “Salgado Consulting Agreement”) with the Company and Michael Pelletier entered into
a Separation Agreement (the “Pelletier Separation Agreement”) and a Consulting Agreement (the “Pelletier Consulting
Agreement”) with the Company pursuant to which he stepped down as an employee of the Company and from any and all other positions
he held with the Company and its subsidiary, except pursuant to the Pelletier Consulting Agreement he will continue to serve as Chief
Financial Officer for an interim period in order to transition to his successor.
Appointment of New
Directors and Executive Officers
On the Effective Date, Stephen E. Johnson, Kuno
D. van der Post and Craig J. Fabel were elected and appointed as the Purchaser’s designees on the board of directors. In addition,
Mr. Johnson was appointed as Chief Executive Officer and President of the Company, and Ramon Pino, was appointed as Executive Vice President
of Finance, Treasurer and Secretary of the Company.
The following is a brief description of the background
and business experience of Mr. Johnson, Dr. van der Post, Mr. Fabel and Mr. Pino.
Stephen E. Johnson, age 56. Prior to joining
the Company, since November 2019, Mr. Johnson is a member of New World Angels, a Florida-based angel investment group that provides seed
funding and venture capital to qualified early-stage and start-up companies, and since April 2021 is a director with Frontier BPM, a global
software application service provider delivering powerful, cost-effective life sciences applications and data management services. From
October 2019 to September 2020, Mr. Johnson was Chief Revenue Officer of Anju Software, Inc., a private healthcare company offering software
and services to the pharmaceutical and Contract Research Organizations. From June 2017 to October, 2019, Mr. Johnson served as Chief Executive
Officer, and from June 2010 to October 2019, as President, and from April 2008 to June 2017 as Chief Operating Officer, and from September
2006 to April 2008 as Executive Vice President, National Sales, of OmniComm Systems, Inc., a company delivering software and services
to the pharmaceutical/healthcare industry (OTCQX:OMCM); OmniComm was acquired by Anju Software, Inc., a private company, in October 2019
and contemporaneously therewith filed a Certification and Notice of Termination of Registration with the SEC). Mr. Johnson assisted with
the transition of OmniComm to Anju under a one year agreement after the acquisition in 2019. From 2000 to August 2006, Mr. Johnson served
as East Coast and Central U.S. Sales Manager for Oracle Corporation, a supplier of software for enterprise information management, within
its Clinical Applications Division. Mr. Johnson received his B.S. in Microbiology from the University of Massachusetts.
Kuno D. van der Post, age 53. Prior to
joining the Company, from September 2020 to present, Dr van der Post serves as the Chief Commercial Officer for ActiGraph LLC, a medical
grade device company servicing the global life science research market. From October 2019 to June 2020, Dr. van der Post was Chief Commercial
Officer of Anju Software, Inc., a private healthcare company offering software and services to the pharmaceutical and Contract Research
Organizations. From June 2017 to October, 2019, Dr. van der Post served as the Chief Commercial Officer, and from June 2013 until June
2017, as Senior Vice President of Business Development, of OmniComm Systems, Inc., a company delivering software and services to the pharmaceutical/healthcare
industry (OTCQX:OMCM); OmniComm was acquired by Anju Software, Inc., a private company, in October 2019 and contemporaneously therewith
filed a Certification and Notice of Termination of Registration with the SEC). Dr. van de Post transitioned from OmniComm to Anju after
the acquisition in 2019. Dr. van der Post has been working in both the preclinical and clinical development arena for over 14 years. Prior
to joining OmniComm Systems, from October 2009 to September 2012, Dr. van der Post worked for the Health Sciences Global Business Unit
of Oracle Corporation, supplier of software for enterprise information management, as Sales Director, Latin America and prior to that
as European Channel Sales Director, and from March 2007 to September 2009 Dr. van der Post worked for Medidata Solutions, Inc. as Area
Sales Director. Dr. van der Post obtained his PhD degree from the University of Liverpool (UK) and his Master of Science degree from University
of Salford (UK). We believe that Dr. van der Post’s business experience will make him a valuable member of our board of directors.
Craig J. Fabel, age 50. Prior to joining
the Company, from April 2012 to present, Craig Fabel is Chief Executive Officer of Silverback Companies LLC, providing advisory services
and investments with early-stage emerging companies and is the holding company for an Amazon marketing agency called Etail Partners. Etail
Partners is the exclusive marketing and sales agency of global brands on Amazon. From May 2019 to present, Mr. Fabel serves as the Chief
Executive Officer of Oingo Products LLC, sales and marketing of consumer branded disposable gloves and hand sanitizer products. From January
2018 to April 2019, Mr. Fabel served as President and a Director of the Board of Green Roads World, a leading CBD manufacturer and sales
company. From January 2009 to December 2012, Mr. Fabel served as National Sales Manager of Invacare Supply Company, a healthcare distribution
and sales company to the homecare market. From January 2008 to December 2009, Mr. Fabel served as Director of Business Development for
AOM Healthcare Solutions (subsidiary of Owens & Minor, Nasdaq:OMI), a company delivering products and services for the diabetic patient
market. February 2004 to January 2008, Mr. Fabel served as Founder and Chief Executive Officer of PulseMD Corporation, a software and
services company providing advanced electronic medical record software and data integration. From July 2001 to January 2004, Mr. Fabel
served as Managing Partner of Alternergy Partners, a company providing advisory services for private investors and Venture Capital of
early-stage companies. From September 1999 to June 2001, Mr. Fabel was with FoundryOne Corporation, an accelerator/incubator for the commercialization
of intellectual property developed by leading technology research companies. From 1992 to 1999, Mr. Fabel held sales and management roles
for PSS World Medical, a national medical distributor. Mr. Fabel received his B.S. in Marketing from Florida State University. We believe
that Mr. Fabel’s diverse business experience will make him a valuable member of our board of directors.
Ramon Pino, age 32. Prior to joining the
Company, from October 2019 to January 2021, Mr. Pino was Vice President and Controller of Anju Software, Inc., a private healthcare company
offering software and services to the pharmaceutical and Contract Research Organizations. From January 2018 to October 2019, Mr. Pino
served as Controller, and from January 2015 to December 2017, as Accounting Manager, of OmniComm Systems, Inc., a company delivering software
and services to the pharmaceutical/healthcare industry (OTCQX:OMCM; OmniComm was acquired by Anju Software, Inc., a private company, in
October 2019 and contemporaneously therewith filed a Certification and Notice of Termination of Registration with the SEC). Mr. Pino transitioned
from OmniComm to Anju after the acquisition in 2019. Mr. Pino holds a Bachelor of Science degree in Accounting from the University of
Central Florida and a Master of Accounting degree from Florida International University.
There will be no grant or award to Mr. Johnson, in connection with his appointment as a director of the Company.
The Company will compensate Dr. van der Post and
Mr. Fabel, and all other non-employee directors, for their service on the board of directors with an annual grant of stock options under
the 2017 Incentive Stock Plan to purchase 100,000 shares of Common Stock of the Company, at a per share exercise price equal to the closing
price of the Common Stock on the grant date, with 25% of the shares subject to the options vesting every ninety (90) days following the
grant date subject to the director’s continuous service to the Company, with a term of ten (10) years.
Each of Mr. Johnson, Dr. van der Post, Mr. Fabel
and Mr. Pino (a) has no family relationship with any director or other executive officer of the Company or any person nominated or chosen
by the Company to become a director or executive officer; and (b) is not a party to any related person transaction with the Company.
Thomas E. Vickers, a director of the Company since
October 2020, and Kellie Newton, a director of the Company since April 2019, continue to serve as members of the board of directors. In
addition, as of the Effective Date, Thomas E. Vickers, will be elected Chairman of the Board of Directors. Mr. Vickers will receive $3,000
monthly for his service as Chairman of the Board.
Director Independence
The Company’s Board of Directors has determined
that each of our four non-employee directors, Thomas E. Vickers, Kuno D. van der Post, Kellie Newton and Craig Fabel, is “independent”
within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and
the listing standards of the Nasdaq Stock Market and the NYSE American. Moreover, our board of directors has determined that Mr. Vickers
qualifies as an “audit committee financial expert” as the term is defined by the applicable rules and regulations of
the SEC and the listing standards of the Nasdaq Stock Market and the NYSE American, based on his education and extensive financial and
accounting experience as a principal financial officer, principal accounting officer and controller for 10 years.
Appointment of Committee
Members
As of the Effective Date, the following directors
will serve as members of the following board committees:
Audit Committee:
Mr. Vickers, Chairman
Ms. Newton
Mr. Fabel
Compensation Committee:
Mr. Vickers, Chairman
Ms. Newton
Mr. Van der Post
Nominating and Corporate Governance
Committee:
Ms. Newton, Chairman
Mr. Vickers
Mr. Fabel
Mr. Van der Post
Employment Agreements
The Company and Mr. Johnson intend to enter into
an employment agreement for Mr. Johnson’s service as Chief Executive Officer and President which will provide for an annual base
salary of $225,000, subject to periodic review for increases, and an award of stock options to purchase 450,000 shares of the Company’s
Common Stock under our 2017 Stock Incentive Plan, with a per share exercise price equal to the closing price of the Common Stock on the
grant date, which options will vest ratably over three (3) years subject to Mr. Johnson’s continuous service to the Company, with
a term of ten years. Mr. Johnson will be eligible to participate in the standard employee benefit plans generally available to executive
employees of the Company, including health insurance, life and disability insurance, 2017 Stock Incentive Plan, 401(k) plan, and paid
time off and paid holidays. The Company will also reimburse Mr. Johnson for his documented business expenses incurred in connection with
his employment pursuant to the Company’s standard reimbursement expense policy and practices.
Subject to the Board of Director’s determination,
Mr. Johnson will also be eligible to receive an incentive performance bonus based upon the Company’s performance with respect to applicable
performance targets as determined by the Board of Directors.
The Company and Mr. Pino intend to enter into
an employment agreement for Mr. Pino’s service as Executive Vice President – Finance, Treasurer and Secretary which will provide
for an annual base salary of $190,000, subject to periodic review for increases, and an award of stock options to purchase 385,000 shares
of the Company’s Common Stock under our 2017 Stock Incentive Plan, with a per share exercise price equal to the closing price of the Common
Stock on the grant date, which options will vest ratably over three (3) years subject to Mr. Pino’s continuous service to the Company,
with a term of ten years. Mr. Pino will be eligible to participate in the standard employee benefit plans generally available to executive
employees of the Company, including health insurance, life and disability insurance, 2017 Stock Incentive Plan, 401(k) plan, and paid
time off and paid holidays. The Company will also reimburse Mr. Pino for his documented business expenses incurred in connection with
his employment pursuant to the Company’s standard reimbursement expense policy and practices.
Subject to the Board of Director’s determination,
Mr. Pino will also be eligible to receive an incentive performance bonus based upon the Company’s performance with respect to applicable
performance targets as determined by the Board of Directors.
Salgado Separation and Consulting Agreements
Pursuant to the Salgado Separation Agreement and
Salgado Consulting Agreement entered into by Mr. Salgado with the Company effective as of the Effective Date, the Company agreed to pay
Mr. Salgado a severance equal to two years’ of his base salary and the continuation of vested stock options to purchase 1,250,000
shares held by Mr. Salgado for a period of three-years in consideration for Mr. Salgado’s resignation from all officers and Board
positions held with the Company and its subsidiary. The Separation Agreement additionally contains, among other things, customary
releases, confidentiality, and non-disparagement provisions. In addition, on the Effective Date the Company entered into a Consulting
Agreement with Mr. Salgado for a term of three months pursuant to which Mr. Salgado will provide consulting services in order to transition
to his successor in exchange for a monthly consulting fee of $16,666.66. The foregoing descriptions of the Salgado Separation
Agreement and the Salgado Consulting Agreement are only summaries and are qualified in their entirety by reference to the complete texts
of the Separation Agreement and the Consulting Agreement, which are filed as Exhibits 10.3 and 10.4 to this Current Report on Form
8-K.
Pelletier Separation and Consulting Agreements.
Pursuant to the Pelletier Separation Agreement
entered into by Mr. Pelletier with the Company effective May 14, 2021, and the Pelletier Consulting Agreement entered into by Mr. Pelletier
with the Company as of the Effective Date, the Company agreed to pay Mr. Pelletier a severance equal to six months of his base salary
and the continuation of vested stock options to purchase 16,667 shares held by Mr. Pelletier for a period of three months from the expiration
or termination of his severance period. The Separation Agreement additionally contains, among other things, customary releases, confidentiality,
and non-disparagement provisions. In addition, on the Effective Date the Company entered into a Consulting Agreement with Mr. Pelletier
for a term of three months pursuant to which Mr. Pelletier will continue to serve as the Company’s Chief Financial Officer in order
to transition to his successor in exchange for a monthly consulting fee of $12,000. The foregoing descriptions of the Pelletier
Separation Agreement and the Pelletier Consulting Agreement are only summaries and are qualified in their entirety by reference to the
complete texts of the Separation Agreement and the Consulting Agreement, which are filed as Exhibit 10.5 and 10.6 to this Current
Report on Form 8-K.