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

On March 21, 2023, Peter Rabover was appointed to the Registrant's Board of Directors.

Upon his appointment to the Board, pursuant to the Registrant's director compensation policy, Mr. Rabover was granted options to purchase 25,000 shares of the Registrant's common stock at an exercise price of $0.30 per share (the closing price of the Registrant's Common Stock on the OTCQB marketplace on the last trading day immediately preceding the date of grant), which options shall vest one-third per year, the first third to vest one year following the date of grant, and be exercisable for seven years from the date of grant.

In accordance with the Registrant's director compensation policy, Mr. Rabover will receive an annual retainer of $15,000 (prorated for 2023).

There are no arrangements or understandings between Mr. Rabover and any other person pursuant to which Mr. Rabover was elected as a Director.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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