What happened

• The company reported that Wendy Wilson tendered her resignation from the board on Oct 11, 2026, effective Oct 12, 2026, "to allow for the appointment of Jeffrey Tirman" and "not as a result of any disagreement with the Company."
• The company announced that, effective immediately following Ms. Wilson’s resignation on Oct 12, 2026, the board appointed Jeffrey Tirman as a director. Mr. Tirman was designated by NYIAX pursuant to the Merger Agreement related to the company’s Aug 19, 2026 acquisition of NYIAX.

Key details

• Ms. Wilson served as a director for over 2 years and is entitled to enter into the Advisory Contract described in the company’s Form 8-K filed Oct 6, 2026.
• Mr. Tirman was appointed as a non-employee, independent director and is initially entitled to cash compensation of $60,000 per year.
• The board approved a restricted stock award of 125,000 shares under the 2018 long-term plan, subject to effectiveness of a Form S-8 registration statement; vesting is: 50% on the first to occur of Mar 20, Jun 20, Sep 20 or Dec 20 after the date that is 90 days following the grant date, and the remaining 50% on the second to occur of those dates, subject to continuous service.
• The company will enter into an indemnification agreement with Mr. Tirman in substantially the same form as with other directors; the filing states Mr. Tirman has no family relationship with company officers or required disclosures under Item 404(a) of Regulation S-K.

Why it may matter

• Item 5.02 was reported (departure of directors; election of directors), describing the resignation of Wendy Wilson and the appointment of Jeffrey Tirman as a board member designated by NYIAX. Item 7.01 was reported (Regulation FD disclosure) noting a press release announcing the appointment.
• The filing does not show why the insider traded or why the company acted.