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

On December 29, 2021, Jason Baybutt, age 50, was appointed Chief Financial Officer, Principal Accounting Officer, and Treasurer of the Company. Mr. Baybutt has been the Chief Operating Officer of PubCo Reporting Solutions, Inc. since 2015 and has been providing financial, operational, strategic, and capital market advisory services to both private and public companies for over 20 years. Mr. Baybutt is Senior Vice President, Finance of Artelo Biosciences, Inc., a Nasdaq listed company, and director of Artelo Biosciences Corporation, a subsidiary of Artelo Biosciences, Inc. From July 2019 to September 2020, Mr. Baybutt also served as Chief Financial Officer and Corporate Secretary of Pepcap Resources, Inc., a TSXV listed company. Mr. Baybutt's areas of specialty include financial reporting, business combinations, and acquisitions.

In consideration for his services as an officer of the Company, Mr. Baybutt will (i) receive cash compensation of $60,000 per annum; (ii) have the opportunity, based on performance, to earn additional annual $13,500 cash compensation in his first year; and (iii) have the opportunity, based on performance and certain corporate milestones, to earn a two-year option to purchase an amount of shares up to 1.00% of the then outstanding shares of. the Company's common stock for an exercise price equal to the par value per share.

Except as disclosed herein, there are no arrangements or understandings between Mr. Baybutt and any other person pursuant to which he was selected as an officer, and Mr. Baybutt is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Baybutt and any director or executive officer of the Company.

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