CHANGE IN CONTROL | (4) CHANGE IN CONTROL On March 22, 2022, the Company entered into and consummated a Securities Purchase Agreement (the “Purchase Agreement”) with Fountainhead Capital Management Limited, a Jersey company (the “Seller”), Ironbound Partners Fund, LLC, a Delaware limited liability company, Moyo Partners, LLC, a New York limited liability company, Dakota Group, Ltd., a New York limited liability company, and Rise Capital Corp., a New York corporation (each a “Purchaser” and together, the “Purchasers”). Pursuant to the Purchase Agreement, the Seller sold to Purchasers an aggregate of 5,120,000 98.5 352,641 Additionally, pursuant to the Purchase Agreement: ● The Seller contributed a promissory note issued by the Company in favor of Seller in the amount of $ 832,305 348,158 ● Thomas W. Colligan, the sole director of the Company, authorized an increase in the number of directors on the Board from one to two and appointed Jonathan J. Ledecky as a director to fill the vacancy on the Board created by this increase; ● Mr. Colligan resigned as Chief Executive Officer, Chief Financial Officer, President and Treasurer, effectively immediately, and resigned from the Company’s board, effective on the day following the tenth day after the mailing of the Information Statement (defined below); and ● The Board appointed Mr. Ledecky as Chief Executive Officer and Chief Financial Officer of the Company and Arnold P. Kling as President, Treasurer and Secretary of the Company. |