ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS;
APPOINTMENT OF OFFICERS
Effective April 12, 2021, Mr. David Rocke resigned as a member of the board of
directors, and terminated his Consulting Agreement dated May 1, 2019 (the
"Agreement").
His resignation was preceded by the Company's inquiry into Mr. Rocke's
performance in connection with the Agreement [1]. Mr. Rocke did not provide a
response to the Company's inquiry, but submitted his resignation shortly
thereafter, citing his dissatisfaction with the Company's governance policies
and business practices. Mr. Rocke made no specific complaint with regards to the
Company's policies and practices.
The Company believes it has abided by its governance policies and procedures. In
addition, the Company adheres to the guidance of the Sarbanes-Oxley Act, and
performs periodic evaluations to maintain the effectiveness of its internal
controls. As part of the Company's internal controls, an evaluation was being
conducted to validate Mr. Rocke's work performance and work hours to
substantiate the related accrual of compensation under the Agreement. [1]
The vacant board member seat resulting from Mr. Rocke's resignation will remain
open until a new member is elected at the next annual meeting of the
shareholders, or is duly appointed by the board of directors.
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