Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective April 4, 2022, the Board of Directors of the Company (the "Board") has
appointed Lawrence S. Yellin as Chief Financial Officer (CFO) and Treasurer of
the Company and as a member of the Board. As CFO, Mr. Yellin will be responsible
for all of the Company's financial functions including accounting, audit,
treasury, corporate finance, and investor relations. As CFO, Mr. Yellin will be
entitled to an annual base salary of $200,000.
Mr. Yellin's career spans more than 25 years of varied experience in financial
management, business leadership, and corporate strategy. Mr. Yellin served as
CFO for NVIP LLC, a holistic health and wellness supplier and manufacturer, from
September 2020 to December 2022. In this position Mr. Yellin oversaw the
financial activities which included liquidity risk management, asset and
liability administration, cashflow tracking, financial planning, financial
strengths and weakness analyzation, and corrective action proposals. Before
joining NVIP LLC, Mr. Yellin served as CFO for Logic E Cigarettes from April
2015 to June 2021, during which he helped the company grow and transition to a
top tier e-cigarette company that was sold to Japan Tobacco. Prior to that, Mr.
Yellin served as VP Controller for Handy & Harman, a publicly traded holding
company that owns and operates businesses in a variety of industries, and CFO
for Fujifilm's Consumer Imaging Group. Mr. Yellin earned a Master of Business
Administration in Finance from Pace University and a Bachelor of Science in
Accounting from Ohio State University and is a Certified Public Accountant
(CPA). Mr. Yellin is 64 years old.
Effective April 4, 2022, John S. Gross ceased providing the Company with interim
CFO services pursuant to the Company's engagement agreement with CFO Consulting
Partners, LLC.
Mr. Yellin's initial term as a director of the Company will continue until the
next annual meeting of stockholders. Mr. Yellin will serve as the Board's "audit
committee financial expert," as such term is defined under the rules promulgated
under the Exchange Act. There are no arrangements or understandings between Mr.
Yellin and any other persons, pursuant to which Mr. Yellin was selected as a
director. Mr. Yellin has no family relationship with any director or executive
officer of the Company, and he has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
If reelected to the Board at the Company's next annual meeting, Mr. Yellin, as
compensation for service as a director, will be offered, at his election, either
(i) a $50,000 cash payment, or (ii) a stock award of $50,000 in the form of a
restricted stock award.
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