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

On January 14, 2022, we completed our annual grant of stock options to employees, including executive officers, and directors of the Company. The annual grant is intended to recognize employees who meet certain employment criteria and retain key employees. The exercise price of the options is based on the closing price of our common stock of $4.57 per share on January 14, 2022, and the options vest in three equal tranches on the six-month, 18-month and 30- month anniversary of the grant date. All options vest upon change of control. Any unvested options will expire if the employment of the respective executive terminates prior to the vesting date. Each director received 30,000 options and each executive officer received grants as follows:





  · Amy Trombly, Chief Executive Officer: 30,000 options;
  · Jerry Dvonch, Chief Financial Officer: 30,000 options; and
  · Bruce Thornton, Chief Operations Officer: 30,000 options.

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