Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 12, 2023, the Company held its adjourned Fiscal 2023 Annual Meeting of Stockholders (the "Annual Meeting") to announce the second adjournment to January 27, 2023, of the Annual Meeting. No other business was conducted. The original Annual Meeting was held on December 13, 2022 and adjourned to January 12, 2023. A quorum was present at the meeting, whether in-person or by proxy, as required by the Company's Bylaws.

The Annual Meeting was partially adjourned again from January 12, 2023, to January 27, 2023, solely with respect to the voting on Proposal One. The Annual Meeting will resume solely with respect to Proposal One at 11 a.m. Arizona Time on January 27, 2023, at Gallagher & Kennedy, P.A., 2575 East Camelback Road, Suite 1100, Phoenix, Arizona 85016.

The voting results on Proposal One are set forth below.

Proposal One - The Certificate Amendment Proposal. Proposal One was to approve an amendment to the Company's Certificate of Incorporation to increase the total number of authorized shares of Common Stock to 750,000,000 shares of Common Stock. The Company had adjourned the Annual Meeting solely with respect to Proposal One to provide its stockholders additional time to vote on such proposal. The Company has further adjourned the Annual Meeting solely with respect to Proposal One to provide its stockholders additional time to vote on such proposal. The proposal is described in detail in the Definitive Proxy Statement filed by the Company on November 7, 2022. As of the date of the adjournment on January 12, 2023, the following votes had been cast on Proposal 1:



   For      Against   Abstain Broker Non-Votes
67,475,410 13,699,439 828,060    18,357,461

However, the affirmative vote of holders of more than 50% of the Company's issued and outstanding shares of Common Stock is necessary for Proposal One to be approved and the Company is still soliciting votes to reach the requisite number of votes required.

Item 7.01 Regulation FD Disclosure

On January 12, 2023, the Company issued a press release announcing the convening and partial adjournment of the Annual Meeting and the information for the reconvened Annual Meeting, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished in this Item 7.01 shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933, as amended, or the 1934 Act, regardless of any general incorporation language in such document.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.





99.1       Press Release dated January 12, 2023.
104          Cover Page Interactive Data File (embedded within the Inline XBRL
document)

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