Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2023, Billy J. White joined the Board of Directors of the Company.
Mr. White will serve on the Board until the next annual meeting of stockholders
of the Company at which directors are elected, at which time he is expected to
stand for re-election. Mr. White will be serving as chair of the Board's Audit
Committee. Biographical information regarding Mr. White is set forth below:
Bill White,age 62. Mr. White has been a member of the Board of Directors of MyMd
Pharmaceuticals, Inc. ((Nasdaq: MYMD) since August, 2018, and has served as the
Audit Committee Chairman since August, 2017. From May, 2022 to October, 2022,
Mr. White has served as Chief Financial Officer of ProPhase Labs, Inc. (Nasdaq:
PRPH). From April, 2012 to May, 2022, Mr. White served as Chief Financial
Officer, Treasurer and Secretary of Intellicheck, Inc. (Nasdaq: IDN), an
identity company that delivers on-demand digital identity validation solutions
for KYC, fraud, and age verification needs. From August, 2000 to April 2012 Mr.
White served as the Chief Financial Officer, Chief Operating Officer, Secretary
and Treasurer of FocusMicro, Inc. ("FM"). As co-founder of FM, Mr. White played
an integral role in growing the business from the company's inception to over
$36 million in annual revenue in a five-year period. Prior to co-founding FM, he
served 15 years in various financial leadership positions in the government
sector. Mr. White started his career in Public Accounting. Mr. White has more
than 30 years of experience in financial management, operations and business
development. Mr. White has broad domestic and international experience including
managing rapid and significant growth, import/export, implementing tough cost
management initiatives, exploiting new growth opportunities, merger and
acquisitions, strategic planning, resource allocation, tax compliance and
organization development. Our Nominating and Corporate Governance Committee and
Board believe that Mr. White's extensive financial expertise and significant
experience in public company financial leadership qualifies him to serve on our
Board of Directors.
There are no arrangements or understandings between Mr. White and any other
person or persons pursuant to which Mr. White was selected as a director of the
Company. There are no current or proposed transactions in which Mr. White, or
any member of the immediate family of Mr. White, has an interest that is
required to be disclosed under Item 404(a) of Regulation S-K promulgated by the
Securities Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
99.1 Press Release dated April 27, 2023 announcing Mr. White joining the
Board.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Cautionary Note Regarding Forward-Looking Statements
The information in this Current Report on Form 8-K, including Exhibit 99.1, may
contain "forward looking statements" within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act and Section 21E of the Exchange Act.
Certain statements furnished are not historical facts are forward-looking
statements that reflect management's current expectations, assumptions, and
estimates of future performance and economic conditions, and involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated by the statements made herein. Forward-looking statements are
generally identifiable by the use of forward-looking terminology such as
"believe," "expect," "may," "looks to," "will," "should," "could," "continue,"
"anticipate" "optimistic," "forecast" "intend," "estimate," "preliminary,"
"project," "seek," "plan," "looks to," "on condition," "target," "potential,"
"guidance," "outlook" or "trend," or other comparable terminology, or by a
general discussion of strategy or goals or other future events, circumstances,
or effects. Such statements include, but are not limited to, statements about
our plans, objectives, expectations, intentions, estimates and strategies for
the future, and other statements that are not historical facts. These
forward-looking statements are based on our current objectives, beliefs and
expectations, and they are subject to significant risks and uncertainties that
may cause actual results and financial position and timing of certain events to
differ materially from the information in the forward-looking statements. These
and other risks and uncertainties include, but are not limited to, those are
described in greater detail under the section titled "Risk Factors" contained in
the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and
the Company's other filings with the Securities and Exchange Commission. There
may be other factors of which we are not currently aware that may affect matters
discussed in the forward-looking statements and may also cause actual results to
differ materially from those discussed. In addition, there is uncertainty
regarding the COVID-19 virus and the impact it may have on our operations, the
demand for our products or services, global supply chains and economic activity
in general. We do not assume any obligation to publicly update or supplement any
forward-looking statement to reflect actual results, changes in assumptions or
changes in other factors affecting these forward-looking statements other than
as required by law. Any forward-looking statements speak only as of the date
hereof or as of the dates indicated in the statement. Further information
relating to factors that may impact our results and forward-looking statements
are disclosed in our filings with the SEC. The forward-looking statements
contained in this report are made as of the date of this report, and we disclaim
any intention or obligation, other than imposed by law, to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
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