Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Introductory
Summary
On
April 10, 2023, the Company publicly announced the appointment of experienced lawyer, Nick Kounoupias, as an independent member of the
Company’s Board of Directors. His appointment is particularly timely, as discussed above under Item 3.01, the Company is
keenly focused on regaining compliance with the Nasdaq Listing Rules.
The
appointment is a continued part of Company restructuring and initiative to improve structure, operations, compliance, valuation and disclosure
and reporting controls (including to ensure its swift return to compliance with certain Nasdaq listing requirements). Nick Kounoupias
is a respected attorney with almost 40-years experience with digital, media and technology companies with a strong practice focus on
corporate governance, legal issues, regulations, and Intellectual Property (IP), with varying skills across multiple sectors. He has
worked both within private practice and in-house, including a 16 year period in a senior position in the consumer entertainment industry.
He also has extensive experience in branding, media, news and related industries; and he has held non-executive directorships and senior
positions within the computer software, design, branded goods and newspaper and magazine publishing industries.
He
is the founder and CEO of Kounoupias IP, a boutique Intellectual Property consultancy operating out of offices in England and Cyprus
providing strategic guidance on digital technology and IP matters internationally. He is recognized as a leading specialist in anti-piracy
and anti-counterfeiting and possesses extensive experience in managing and conducting investigations in IP and other sectors. He regularly
contributes to journals and books, as well as providing professional training on legal matters at seminars and webinars.
Among
other things, he plans to assist the Company’s team with, among other things, reviewing legal, accounting, and financial resources;
and helping the Company in plans to regain compliance with Nasdaq’s continuing listing requirements as swiftly as possible.
Certain
Disclosure Required Details
Effective
on April 4, 2023, the Board of Directors of the Company appointed Nick Kounoupias as a member of the Board of Directors, effective on
the business day following receipt of Mr. Kounoupias’ background check, which was completed on, and which appointment was effective
on April 10, 2023. Mr. Kounoupias is expected to be named to each of the Audit, Compensation, and Nominating and Corporate Governance
Committees of the Board of Directors. Upon the appointment of Mr. Kounoupias to the Audit and Compensation Committee of the Board of
Directors, the Company expects to be back in compliance with Nasdaq Listing Rule 5605, including Rule 5605(c)(2), which requires the
Audit Committee of the Board of Directors to consist of at least three members, each of whom is an independent director under the Nasdaq
Listing Rules and who meets heightened independence standards for Audit Committee members. There are no family relationships between
any director or executive officer of the Company, including Mr. Kounoupias.
Mr.
Kounoupias is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation
S-K. There is no agreement, arrangement or understanding pursuant to which Mr. Kounoupias was selected as a director. Mr. Kounoupias
will receive consideration for his services on the Board of Directors, to the extent approved by the Board of Directors from time to
time, provided that the Company does not currently have a formal compensation policy for independent members of the Board of Directors.