Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On March 11, 2022 (the "Effective Date"), the Board of Directors of the Company approved the 2022 Stock Incentive Plan (the "Plan"). Awards may be made under the Plan for up to 5,000,000 shares of common stock of the Company. All of the Company's employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the Plan. No awards can be granted under the Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. A copy of the Plan is attached hereto as Exhibit 4.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description
4.1             2022 Stock Incentive Plan
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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