Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director and Appointment of New Director

On January 26, 2023 Andrew Malloy informed the Company of his resignation as a director with immediate effect. Mr. Malloy's resignation was not due to any disagreement with the Company regarding its operations, policies or procedures.

On January 31, the Company's board of directors accepted the resignation of Mr. Malloy and appointed Keller Reid as a director to fill the vacancy. Mr. Reid has been Director of Trading and Technology for Akerman Capital Management, a family office based in Dallas Texas for over eight years. Ray Balestri, a current director, will succeed Mr. Malloy as chairman of the audit committee.

In connection with his appointment, the Board has affirmatively determined that Mr. Reid shall be deemed an independent director pursuant to Nasdaq's governance listing standards.

Mr. Reid's compensation for service as non-employee director will be consistent with that of the Company's other non-employee directors, subject to proration to reflect the commencement date of his service on the Board.

There are no arrangements or understandings between Mr. Reid and any other person pursuant to which Mr. Reid was named as a director of the Company. Mr. Reid has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

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