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

In order to re-incentivize and retain its employees, on January 11, 2022 (the "Effective Date"), our board of directors approved a one-time stock option repricing (the "Repricing") for all stock options issued and outstanding under our 2018 Stock Incentive Plan (the "Plan") as of the Effective Date.

The board considered a number of factors in adopting the Repricing, including the following:





  ? Most of our competitors and companies with which we compete for employees are
    private companies, which are able to offer stock options with very low or
    nominal exercise prices. As a public company, it is impractical for us to
    issue stock options with an exercise price below the current market price for
    our common stock. Therefore, we are at a competitive disadvantage when our
    employees receive employment offers from our competitors.
  ? We believe that our employees are currently being paid compensation (including
    bonuses) at rates that are at the low end of market rates. Thus, we are
    vulnerable to our employees leaving for higher paid positions, especially when
    their option exercise prices exceed the current market price for our common
    stock.
  ? Because we have only six key employees, we believe that the loss of any one of
    them could substantially delay the implementation of our business plan to our
    detriment.
  ? Many of the options being repriced have significant portions that are
    currently unvested.

Pursuant to the Repricing, the exercise price of each Relevant Option (as defined below) was reduced to $0.33 per share, which was equal to the volume-weighted average closing price of our common stock for the five days prior to the Effective Date, as reported on the OTCQB Market. The Relevant Options are the 5,597,970 options (vested and unvested) outstanding as of the Effective Date, including those held by officers and directors.

The Relevant Options held by our executive officers are set forth in the table below. The exercise price of each was $1.08 per share before the Repricing. An additional 400 options are held by a former employee. Also included in the Repricing is a warrant to purchase 265,982 shares issued to Peter M. Jensen with an exercise price of $1.00 per share.





                 Name and Title                      Number of Options     Expiration Date
Gert Funk, Executive Chairman                                 500,000         March 15, 2031
Peter M. Jensen, Chief Executive Officer and
Director                                                    2,393,842     September 15, 2030
                                                              265,982 *    February 15, 2031
Bennett J. Yankowitz, Chief Financial Officer and
Director                                                      500,000         August 8, 2028
                                                              500,000         March 15, 2031
Rohan Hall, Chief Technology Officer                          500,000     September 14, 2030
                                                              600,000       February 1, 2031
Kurt Kumar, Vice President, Marketing and
Business Development                                          478,768      February 15, 2031
Scott Klein, Advisory Board Member                             24,960        January 1, 2031
Ankit Khullar, Sale Manager                                   100,000           July 1, 2031




  * Consists of a warrant issued outside of the Plan.

We will record the impact of the repricing (which will be a charge to operations over the remaining terms of the options) in the quarter ending March 31, 2022. The charge is noncash and equity neutral and in the opinion of management will have no material impact on our operating activities.





Safe Harbor Statement

Certain statements contained herein, regarding matters that are not historical facts, may be forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements include statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future. The reader is cautioned not to rely on these forward-looking statements. These forward-looking statements are based on current expectations of future events. If the underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. These risks and uncertainties can be found in our most recently filed Annual Report on Form 10-K for the fiscal year ended March 31, 2021, as supplemented by any subsequently filed Quarterly Reports on Form 10-Q. Copies of these filings are available online at www.sec.gov or on request from us. Forward-looking statements included herein speak only as of the date hereof and we undertake no obligation to revise or update such statements to reflect the occurrence of events or circumstances after the date hereof.

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