Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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In connection
with the consummation of the Transactions, Mark D. Pierce, President of the Company, and Kevin Struzeski, Chief Financial
Officer, Treasurer and Secretary of the Company, ceased serving in such capacities, effective as of the Closing Date. On the
Closing Date, each of Mr. Pierce and Mr. Struzeski entered into consulting agreements with the Company (the “Consulting
Agreements”). Under the Consulting Agreements, each of Mr. Pierce and Mr. Struzeski have agreed to provide transitional
and consulting services to the Company through August 25, 2020 and will each receive monthly payments of $25,000 in exchange
for such services. Following August 25, 2020, the term of the Consulting Agreements may be extended on a monthly basis by
mutual agreement of the applicable parties thereto; however, the term of the Consulting Agreements may not be extended beyond
November 25, 2020.
The foregoing description
of the Consulting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of
the Consulting Agreements, which the Company expects to file as exhibits to the Company’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2020.
Cautionary
Statement Regarding Forward-Looking Statements
This
report may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements
about the benefits of the Transactions, the Company’s plans, objectives, expectations and intentions, and other statements
that are not historical facts. All statements, other than historical facts included in this report, are forward-looking statements.
The forward-looking statements contained herein include statements related to the Transactions as described above. Such forward-looking
statements are subject to numerous assumptions, risks and uncertainties, many of which are beyond the control of the Company.
Forward-looking statements may be identified by words such as expect, anticipate, believe,
intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should,
would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by
Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities
Litigation Reform Act of 1995.
While
there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could
cause actual results to differ materially from those contained or implied in the forward-looking statements: potential adverse
reactions or changes to business or employee relationships, including those resulting from the completion of the Transactions;
and competitive responses to the Transactions.
All
forward-looking statements speak only as of the date of this report. Although the Company believes that the plans, intentions
and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these
plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is
expressed, implied or forecast in such statements.
The
Company’s business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially
affect actual results and are often beyond the control of the Company. These factors include, but are not limited to, changes
to business plans and fulfillment of conditions to receive the contingent payment, as circumstances warrant. For a full discussion
of these risks and uncertainties and other factors, please refer to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, filed with the SEC, as updated and supplemented by subsequent filings with the SEC. All forward-looking
statements included in this report are expressly qualified in their entirety by such cautionary statements. The Company expressly
disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances
occurring after the date of this report except as required by applicable law.