ITEM 5. OTHER INFORMATION

On August 12, 2025, the Board of Directors of the Company (the “Board”) received resignation letters from each of Louis Cusimano and Elizabeth Alcaine. Pursuant to the letters, Mr. Cusimano and Ms. Alcaine resigned from their positions as directors of the Company effective September 1, 2025. The resignations were each for personal reasons and not because of any disagreements with the Company or the Board. 

On August 13, 2025, the Board unanimously elected Mrs. Lauren Sturges Fernandez, the wife of our late Chief Executive Officer, Charles M. Fernandez, to fill one of the vacancies to the Board left by the resignations of Mr. Cusimano and Ms. Alcaine, to serve until her successor shall have been duly elected and qualified or until her earlier resignation or removal. 

Mrs. Sturges Fernandez, age 48, has served as the Company’s Chief of Staff and Special Assistant to the Chairman since August 2022. Prior to joining the Company, she operated her own business for more than 25 years, gaining extensive experience in e-commerce operations, strategic planning, and customer engagement. Mrs. Sturges Fernandez is a graduate of Wellesley College.

In connection with Mrs. Sturges Fernandez’s appointment to the Board, the Company entered into a director agreement with Mrs. Sturges Fernandez that is effective as of August 13, 2025 (the “Sturges Fernandez Agreement”). The Sturges Fernandez Agreement has a term of one year. The term of the Sturges Fernandez Agreement may be extended for one-year periods upon re-appointment or election to the Board, unless terminated by the Company or Mrs. Sturges Fernandez. Mrs. Sturges Fernandez’s compensation consists of annual cash compensation of $48,000 for so long as she serves on the Board. The Sturges Fernandez Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, confidentiality provisions, indemnification provisions, etc.

The foregoing description of the Sturges Fernandez Agreement is qualified in its entirety by the actual text of the agreement, which is attached hereto as Exhibits 10.1, and is incorporated herein by reference.

There is no arrangement or understanding between Mrs. Sturges Fernandez and any other person pursuant to which Mrs. Sturges Fernandez was appointed as a director. In addition, there are no family relationships between Mrs. Sturges Fernandez and any current director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Mrs. Sturges Fernandez has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Rule 10b5-1 Trading Arrangement

During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.