Quarterly report pursuant to Section 13 or 15(d)

performance period beginning on October 2, 2023, the average VWAP per share of common stock over a 30 consecutive trading day period equals or exceeds $3.70, $4.45, $5.35, $6.40, or $7.70.

Restricted Stock Units (RSUs) [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock, grant

39,000

Share based compensation payment vested in period

66,000

33,000

Unrecognized compensation cost

$ 85,000

$ 9,000

Dilutive securities included in calculation of earning per share

Number of shares forfeited

3,000

Employment Agreement [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Employment agreement description

The updated employment agreement also served to amend Mr. Schoening’s RSU Agreement, dated January 2, 2019, by changing the third and final vesting date for the restricted stock units granted under such agreement from January 1, 2022 to the “change of control date,” that being the first of the following to occur with respect to the Company: (i) any “Person,” as that term is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with certain exclusions, is or becomes the “Beneficial Owner” (as that term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) the Company is merged or consolidated with any other corporation or other entity, other than: (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (B) the Company engages in a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “Person” (as defined above) acquires fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities. The amended RSU Agreement contains certain exceptions to the definition of change of control.

Chief Executive Officer [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock, grant

100,000

Issuance of shares

46,432

Restricted stock value shares issued net

$ 58,000

Vested restricted stock units

66,000

Chief Financial Officer [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock, grant

35,000

Issuance of shares

23,216

Restricted stock value shares issued net

$ 19,000

Vested restricted stock units

33,000

Three Independent Directors [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted shares description

an effective date of January 1, 2020, in addition to granting 100,000 shares of restricted stock to each independent director which vest at a rate of 20% per year (20,000 shares) each January 1st through January 1, 2025.