Item 5. OTHER INFORMATION

Disclosure of 10b5-1 plans

None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” in effect at any time during the three months ended September 30, 2023.

Resignation of executive officer

In a current report on Form 8-K filed with the SEC on August 17, 2023, the Company reported that Dean A. Shigenaga had resigned as President and Chief Financial Officer and all his other positions with the Company and its subsidiaries for important personal family health reasons, effective September 15, 2023, and that it was expected he would continue to assist the Company with transitional matters and ongoing as a strategic consultant.

The Company had previously amended and restated Mr. Shigenaga’s executive employment agreement when he was elected as Co-President and Chief Financial Officer, effective as of April 23, 2018 (the “Prior Agreement”). Effective as of September 15, 2023, the Company entered into an amendment and restatement of the Prior Agreement (the “Amended Agreement”), providing for Mr. Shigenaga’s continued employment with the Company as Business and Financial Strategist. Mr. Shigenaga does not have any policy-making functions in his new position. It is expected that he will remain a full-time employee through December 31, 2023 and become a part-time employee beginning January 1, 2024. The Amended Agreement reflects Mr. Shigenaga’s new position, duties, and reporting structure and provides that his annual base salary is $562,500 until December 31, 2023, and will be $120,000 effective as of January 1, 2024. Pursuant to the Amended Agreement, Mr. Shigenaga will receive an annual bonus based upon his and the Company’s performance during 2023, and any future annual bonuses will be prorated to reflect Mr. Shigenaga’s part-time employment status or schedule as our Executive Chairman may determine. Pursuant to the Amended Agreement, Mr. Shigenaga will receive a grant of restricted shares of our common stock based upon his and the Company’s performance during 2022 and a grant of restricted shares of our common stock based upon his and the Company’s performance during 2023 and will continue to be eligible for periodic equity awards as our Executive Chairman, our Board of Directors, or the Compensation Committee of our Board of Directors may determine. The termination provisions of the Amended Agreement, including with respect to severance benefits in connection with and not in connection with a change in control, are substantially the same as under the Prior Agreement.

Amendment of Bylaws

On September 21, 2023, the Board of Directors approved and adopted certain amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws dated July 27, 2018 (the “Bylaws” and, as amended, the “Amended Bylaws”), which became effective immediately. The Amendments updated various provisions of the Bylaws to require parties proposing a nominee for election of a director to comply with the universal proxy rules recently adopted by the SEC. In addition, the Amendments updated the Bylaws’ proxy and advance notice provisions, specifically the notice required thereby, to require, among other things, (i) certain representations with respect to the solicitation intentions of a proposing stockholder and (ii) additional representations regarding the willingness to serve of a Proposed Nominee (as defined in the Amended Bylaws) to serve on the Board of Directors, if elected, and that no additional consents from any third party are required for a Proposed Nominee to serve on the Board of Directors, if elected. The Amendments also clarified that (i) a stockholder may not nominate more individuals than there are directors to be elected or substitute or replace a Proposed Nominee without compliance with the requirements for nomination in the Amended Bylaws, including compliance with any applicable deadlines, and (ii) the Company will disregard any proxy authority granted in favor of any Proposed Nominee if the proposing stockholder in support of such Proposed Nominee abandons the solicitation or does not comply with Rule 14a-19 under the Exchange Act. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.13 hereto and is incorporated herein by reference.