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

On April 26, 2023, Marc Weiner resigned as president of the Company, effective immediately. Mr. Weiner will continue to serve as a director of the Company. Mr. Weiner agreed to continue to provide consulting services to the Company and on May 2, 2023, the Company entered into a consulting agreement with Mr. Weiner to reflect this mutual understanding. The consulting agreement has a twelve-month term and either party may terminate immediately in the event of material breach, or otherwise upon 15 days prior written notice. Under the consulting agreement, Mr. Weiner will receive $20,833.33 on a monthly basis, reimbursement for 75% of his health insurance and standard expense reimbursement. The consulting agreement also contains covenants: (i) assigning all intellectual property developed by Mr. Weiner during the term to us; (ii) prohibiting the consultant from disclosing confidential information regarding us; and (iii) prohibiting Mr. Weiner from soliciting our employees or consultants during the term of the consulting agreement and for a period of three years thereafter.

A copy of the consulting agreement with Mr. Weiner is attached hereto as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference. The summary of the agreement described above does not purport to be complete and is subject to and qualified in its entirety by reference to the attached agreement.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.2            Consulting Agreement, dated May 2, 2023, between the Company and Marc
              Weiner
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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