NOTE 13 – SUBSEQUENT EVENTS

On February 13, 2022, Mr. Thomas C.K. Yuen, a member of the Board of Directors of the Company, passed away. Mr. Yuen served as an independent member of the Board and as a member of the Board’s Compensation Committee and Nominating Committee (of which he was the Chairman).

On February 15, 2022, the Company notified the Nasdaq Stock Market (“Nasdaq”) of Mr. Yuen’s death and that, because of the loss, the Company is temporarily not in compliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(b)(1), regarding the composition of the Board. This is because a majority of the Board is, as a result of Mr. Yuen’s death, not comprised of independent directors.

In accordance with Nasdaq Listing Rule 5605(b)(1)(A), the Company has an automatic cure period in order to regain compliance. The Company expects to regain compliance with such rule by filling Mr. Yuen’s vacancy on the Board with a new independent director who satisfies the applicable requirements of the Nasdaq Listing Rules prior to the expiration of the cure period provided under Nasdaq Listing Rule 5605.

Nasdaq rules require that a majority of the Board of Directors be independent directors. The Company is technically no longer in compliance with Nasdaq rules. As required, the Company filed an 8-K with the SEC on Feb. 17 disclosing this.

On February 24, 2022, the Company received a letter from Nasdaq confirming that we are not in compliance with Nasdaq rules. The Company expected to receive this letter. The letter also sets forth the cure period the Company was given to regain compliance: