Long-Term Stock-Based Compensation

Our long-term compensation program has historically consisted solely of stock options. Option grants made to executive officers are designed to provide them with an incentive to execute their responsibilities in such a way as to generate long-term benefit to us and our stockholders. Through possession of stock options, our executives participate in the long-term results of their efforts, whether by appreciation of our Company’s value or the impact of business setbacks, either Company-specific or industry-based. Additionally, stock options provide a means of ensuring the retention of our executive officers, in that they are in most cases subject to vesting over an extended period of time.

Stock options provide executives with a significant and long-term interest in our success. By only rewarding the creation of stockholder value, we believe stock options provide our executive officers with an effective risk and reward profile. Although it is our current practice to use stock options as our sole form of long-term incentive compensation, the compensation committee reviews this practice on an annual basis in light of our overall business strategy, existing market-competitive best practices and other factors.

Stock options are granted periodically and are subject to vesting based on the executive’s continued employment. Historically we have granted our executive officers a combination of incentive stock options that vest over a period of time or stock options that are immediately exercisable.

Stock options are granted to our executive officers in amounts determined by the compensation committee in its discretion. Stock grants have not been formula-based, but instead have historically been granted taking into account a mixture of the following qualitative factors: the executive’s level of responsibility; the competitive market for the executive’s position; the executive’s potential contribution to our growth; and the subjective assessment of the professional effectiveness and capabilities of these executives.

During the fiscal year ended September 30, 2019, certainStock options are granted periodically. Historically we have granted our executive officers a combination of thestock options that vest over a period of time and stock options that are immediately exercisable. On June 3, 2020, we granted each of our named executive officers a stock option to purchase 6,965 shares of our common stock, which were canceledimmediately exercisable upon grant and replaced with new options withhave a term of an additional five years. The combined term of these options is a total of 10 years for consistency with our current compensation practices, in which employee stock options are generally granted with a term of ten years.year term.

Benefits

We provide the following benefits to our executive officers on the same basis as the benefits provided to all employees:

These benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.

Changes to Compensation of Executive OfficersCommittee Report

Effective March 15, 2018,The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on the review and discussions, the compensation committee approvedrecommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment.

Compensation Committee:

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a bonusmember of $121,125 that would be payable to Dr. Hayward if and when the Company reaches $3,000,000 in revenues for two consecutive quarters or $12,000,000 in revenues for a fiscal year, provided that Dr. Hayward is still employed by the Company on such date (the “Revenue Bonus”). Effective May 2, 2018, the compensation committee increasedor director (or other board committee performing equivalent functions or, in the amountabsence of any such committee, the Revenue Bonus to $403,623. The revenue targets underlying the Revenue Bonus have not yet been achieved.entire Board of Directors) of any entity that has one or more executive officers who will serve on our compensation committee or our Board of Directors.

Effective December 27, 2018, the compensation committee approved a bonus opportunity of $150,000 for the calendar year ended December 31, 2019 that would be payable to Dr. Hayward under the same terms as described in the preceding paragraph. The Company’s revenue during the calendar year ended December 31, 2019 did not exceed the applicable revenue targets and no amount of such bonus opportunity will be payable to Dr. Hayward. Effective December 11, 2019, the compensation committee approved a bonus opportunity of $200,000 for the calendar year ended December 31, 2020 that would be payable to Dr. Hayward under the same terms as described in the preceding paragraph.

Summary Compensation Table

The following table sets forth the compensation of our named executive officers for the fiscal years ended September 30, 20192020 and 2018.2019.

Outstanding Equity Awards at Fiscal Year-End

The following table shows information concerning outstanding equity awards as of September 30, 20192020 held by the named executive officers.

Option Exercises and Stock Vested

During the fiscal year ended September 30, 2019, none of our named executive officers exercised options or acquired shares upon vesting of stock awards.

Pension Benefits

None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.

Nonqualified Defined Contribution Plans

None of our named executive officers participates in or has account balances in non-qualified defined contribution plans maintained by us.

Deferred Compensation

None of our named executive officers participates in or has account balances in deferred compensation plans or arrangements.

Employment Agreement with Dr. James A. Hayward

The following is a discussion of our employment agreement with Dr. Hayward as of September 30, 20192020 and, where indicated, compensation actions prior to such date.

On July 28, 2016, an employment agreement was entered into with Dr. Hayward, effective July 1, 2016. The employment agreement provides that Dr. Hayward will be the Company’s CEO and will continue to serve on the Board of Directors. The initial term was from July 1, 2016 through June 30, 2017, with automatic one-year renewal periods. As of June 30, 2019,2020, the employment agreement renewed for an additional year. Under the employment agreement, Dr. Hayward will be eligible for a special cash incentive bonus of up to $800,000, $300,000 of which is payable if and when annual revenue reaches $8 million and $100,000 of which would be payable for each $2 million of annual revenue in excess of $8 million, provided Dr. Hayward is still employed by the Company on such date(s). This bonus is separate from and in addition to the Revenue Bonus described above. Pursuant to the employment agreement, Dr. Hayward’s initial annual salary was $400,000, although as discussed above, his salary was reduced during fiscal years 2019 and 2020.

The employment agreement also provides for the Company will pay or reimburse Dr. Hayward infollowing limited perquisites: an amountautomobile allowance of up to $1,500 per month¹, a gas allowance, the use of an outside driver for costs associated withup to twenty hours per week, a gym membership and an automobile used by Dr. Hayward. Due to previous voluntary reductions of Dr. Hayward’s annual salary, Dr. Hayward’s base salary for the majority of the 2019 fiscal year was $250,000. However, as of September 4, 2019, Dr. Hayward voluntarily reduced his salary to $50,000, which was subsequently increased to $150,000 in December 2019.

airline club membership. The Board of Directors, acting in its discretion, may grant annual bonuses to Dr. Hayward. Dr. Hayward will be entitled to certain benefits and perquisites and will be eligible to participate in retirement, welfare and incentive plans available to the Company’s other employees.

The agreement with Dr. Hayward also provides that if he is terminated by the Company without cause or if Dr. Hayward terminates his employment for good reason, then, in addition to earned and unpaid salary, bonus and benefits, and subject to the delivery of aan executed general release and continuing compliance with restrictive covenants, Dr. Hayward will be entitled to receive a pro rata portion (based on the number of days elapsed from the beginning of the Company’s fiscal year)year to his termination of employment) of the greater of (X) the annual bonus he would have received if employment had continued through the end of the year of termination or (Y) the prior year’s bonus; installment payments for two years following termination in an aggregate amount equal to the greater of (i) 2.99 times Dr. Hayward’s base salary or (ii) two times the sum of (A) Dr. Hayward’s base salary and (B) Dr. Hayward’s prior year’s bonus (or, if greater, Dr. Hayward’s target bonus for the year of termination); Company-paid COBRA continuation coverage for 18 months post-termination; continuing life insurance benefits (if any) for two years; and extended exercisability of outstanding vested options (for three years from termination date or, if earlier, the expiration of the fixed option term).

Upon termination due to death or disability, Dr. Hayward will generally be entitled to receive the same payments and benefits he would have received if his employment had been terminated by the Company without cause, other than the installment payments.

If termination of employment as described aboveby the Company without cause or by Dr. Hayward for good reason occurs within six months before or two years after a change in control of the Company (as defined in the employment agreement), then, in addition to the aboveseverance payments and benefits, Dr. Hayward will receive a lump sum payment of the amounts that would otherwise have been paid in installments will be paid as installment payments. In general,in a change in control will include a 30%lump sum. Further, unless assumed or more change in ownership ofcontinued by the Company. Further,acquiror, all of Dr. Hayward’s outstanding options and other equity incentive awards will become fully vested upon the occurrence of a change in control of the Company (whether or not his employment is terminated in connection with such change in control).

Upon termination due to death or disability, Dr. Hayward will generally be entitled to receive the same payments and benefits he would have received if his employment had been terminated by the Company without cause (as described in the preceding paragraph), other than the installment payments.

Effective March 15, 2018, the compensation committee, approved the Revenue Bonus in an amount equal to $121,125 that The exercisability period of outstanding options would be payable to Dr. Hayward whenextended until three years following the Company reaches $3,000,000 in revenues for two consecutive quarters or $12,000,000 in revenues for a fiscal year, provided that Dr. Hayward is still employed by the Company on such date. Effective May 2, 2018, the compensation committee of the Board of Directors, increased the amount of the Revenue Bonus to $403,623. Effective December 27, 2018, the compensation committee approved a bonus opportunity of $150,000 for the calendar year ended December 31, 2019 that would be payable to Dr. Hayward under the same terms as described above. The Company’s revenue during the calendar year ended December 31, 2019 did not exceed the applicable revenue targets and no amount of such bonus opportunity will be payable to Dr. Hayward. Effective December 11, 2019, the compensation committee approved a bonus opportunity of $200,000 for the calendar year ended December 31, 2020 that would be payable to Dr. Hayward under the same terms as described above.

Potential Payments upon Termination of Employment or a Change of Control

There is a change-in-control provision included in Dr. Hayward’s employment agreement, and we are obligated to pay severance or other enhanced benefits to him upon termination of his employment. For additional information, see “Employment Agreement with Dr. James A. Hayward” above.

If Dr. Hayward’s employment were terminated on September 30, 2019 by us without “cause” or by Dr. Hayward for “good reason” (in either case, other than in connection with a change in control)control (or if later, termination), he would have been entitled to a base salary component of $750,000 (three times his annual base salary) paid in equal installments over 2 years, extended exercisability of his outstanding vested options (for three years from termination date or ifthe earlier the expiration of the fixed option term) and Company-paid COBRA continuation coverage for 18 months post-termination.term.

In context of a “change in control” of the Company had it occurred on September 30, 2019, and within six months before or two years after such change in control and Dr. Hayward’s employment were terminated by us without “cause” or by Dr. Hayward for “good reason”, he would have been entitledis subject to an estimated lump sum paymentstandard restrictive covenants, including a two year post-employment non-compete and non-solicit of $750,000 (three times his annual base salary) and other benefits set forth in the preceding paragraph. In addition to the above payments and benefits, all of Dr. Hayward’s outstanding options and other equity incentive awards would have become fully vested.

If a “change in control” of the Company occurred on September 30, 2019 and Dr. Hayward’s employment was not terminated, then all of Dr. Hayward’s outstanding options and other equity incentive awards would have become fully vested.employees or customers.

Director Compensation: Fiscal 20192020

During the fiscal year that ended September 30, 2019,2020, we did not provide any cash compensation to our non-employee directors for their service on our Board of Directors. On December 14, 2015,May 13, 2020, the Board of Directors approved the recommendation from the compensation committee that each of the non-employee directors shall annually receive, for as long as they are a member of the Board of Directors, a stock option with a 10-year term to purchase a number of shares of common stock having a fair value of $75,000$125,000 on the date of grant as determined using the Black Scholes value, or as determined by the compensation committee, eligible to vest in full on the first anniversary of the date of grant, subject to continued board membership through such date. Our Board of Directors, upon recommendation from the compensation committee, may also grant additional stock options to purchase shares of our common stock to certain non-employee directors from time to time. In 2020, many of our non-employee directors received additional stock options with a fair value of $10,000 in recognition of their committee service or other additional time spent in fulfillment of their duties on the Board of Directors.

On November 7, 2019, Mr. Ryan resigned from his position as a director of the Board of Directors and Scott L. Anchin was appointed as a director of the Board of Directors on the same date.Directors. In connection with Mr. Anchin’s appointment to the Board of Directors, we entered into a consulting agreement, on December 12, 2019 with Meadow Hill Place, LLC (“Meadow Hill”), a wholly-owned company ofwholly owned by Mr. Anchin’s,Anchin, whereby Meadow Hill willagreed to provide certain advisory services to us.the Company. The initial term of the agreement will continue throughexpired on June 12, 2020 and may be renewed by us at our option for an additional six months through December 12, 2020. The agreement providesprovided for compensation in the form of both cash and equity. Meadow Hill will be eligible to receivereceived $25,000 for the first month of the term, and $20,000 for each of the second through sixth months of the term, and if we choose to renew the term, $12,500 for each month during the renewal term. In addition, in satisfaction of the equity compensation portion of the agreement, (i) wethe Company granted an option to purchase 20,834 shares of ourits common stock to Mr. Anchin on December 12, 2019 at an exercise price equal to $4.26 per share, which is eligible to vestvested on June 12, 2020, subject to Meadow Hill providing services to us through such date, and (ii) wethe Company granted an option to purchase 20,786 shares of ourits common stock to Mr. Anchin on January 2, 2020 at an exercise price equal to $4.43 per share, of which vested with respect to 9,121 are eligible to vestshares on July 2, 2020, with the remainder forfeited prior to becoming vested upon the expiration of the consulting agreement on June 12, 2020.

Due to limits under our 2005 Stock Incentive Plan, we were not able to issue to Mr. Anchin all of the options due to him as a non-employee director in fiscal year 2020. Once our 2020 Stock Incentive Plan was approved, however, we granted Mr. Anchin an option with respect to 24,038 shares, at an exercise price of $7.54, on October 19, 2020. The grant was immediately exercisable with respect to 5,573 shares and 11,665 are eligible towill vest on December 12,May 22, 2021 with respect to 18,465 shares. The grant was intended to represent (i) an annual non-employee director stock option grant, pro-rated with respect to his service on the Board from November 7, 2019 through May 21, 2020, and (ii) an annual non-employee director stock option grant in each case subject to Meadow Hill providing services to us throughrespect of his service on the applicable date.Board for the one year period commencing on May 22, 2020. It will be reflected in next year’s Summary Compensation Table as fiscal year 2021 compensation.

Equity Compensation Plan Information

The following table provides information as of September 30, 20192020 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the shares of our common stock beneficially owned as of January 24, 2020,22, 2021, (i) by each person who is known to us to beneficially own 5% or more of the outstanding common stock, (ii) by each of the executive officers named in the table under “Executive Compensation” and by each of our directors and (iii) by all executive officers and directors as a group.

Unless otherwise indicated below, each person or entity has an address in care of our principal executive offices at 50 Health Sciences Drive, Stony Brook, New York 11790.

Delabarta / John Bitzer, III

John Bitzer, III, one of our directors, is President and Chief Executive Officer of ABARTA, a private, third- and fourth-generation family holding-company, which owns Delabarta. On June 23, 2014, Delabarta purchased 185 shares of our common stock at a purchase price of  $274.80 per share for gross proceeds of $50,000 in a private placement transaction. Delabarta also received 185 warrants to purchase shares of our common stock as part of this private placement transaction. In connection with the investment in our Company by Delabarta during July 2011, we agreed to use best efforts to nominate its designee, Mr. Bitzer, to the board of directors and elect Mr. Bitzer as a director within 30 days of the closing and to nominate and include Mr. Bitzer on the slate of nominees for the board of directors for election by stockholders at the annual meetings of stockholders for so long as Delabarta owns at least 2% of the outstanding shares of our common stock. As of January 27, 2020, Delabarta owned 1.6% of the outstanding shares of common stock of the Company.

Other Relationships

June 2017 Private Placement

On June 28, 2017, our officers and directors purchased approximately $545,000 of our common stock as part of a private placement in the dollar amounts listed below:

The Company Notes

On August 31, 2018, we entered into a securities purchase agreement pursuant to which we issued and sold an aggregate of  $1.65 million in principal amount of August 2018 Notes to certain investors, including Delabarta and William Montgomery, who subsequently became a 5% or greater stockholder, and certain of our officers and directors, in the dollar amounts listed below. Subsequent to the year ended September 30,December 12, 2019, we repaid the amounts remaining outstanding on the August 2018 Notes. As of December 31, 2019, the August 2018 Notes have been repaid in full.

On November 29, 2018, we entered into a securities purchase agreement, pursuant to which we issued and sold an aggregate of  $550,000 in principal amount of November 2018 Notes. Dr. Hayward, our chairman, president and chief executive officer, purchased $500,000 in principal amount of the November 2018 Notes. Subsequent to the year ended September 30, 2019, we repaid the amounts remaining outstanding on the August 2018 Notes. As of December 31, 2019, the August 2018 Notes have been repaid in full.

During September 2019, certain holders of Company Notes, including our chief executive officer, president and chairman of the board of directors, the chief information officer, certain board members and William Montgomery, a 5% or greater stockholder, converted an aggregate of $1,994,171 of Company Notes, in the dollar amounts listed below, into 4,115,729 shares of our common stock, which represented more than 95% of the Existing Notes.

August 2019 Private Placement

On August 22, 2019, we issued and sold 38,704 shares of common stock at a price of $10.80 per share for total gross proceeds of $418,000 to a group of accredited investors, including our chief executive officer, president and chairman of the board of directors, our chief information officer, and William Montgomery, a 5% or greater stockholder, in the dollar amounts listed below.

November 2019 Consultant Engagement

In connection to Mr. Anchin’s appointment to the Board of Directors, we entered into a consulting agreement, on December 12, 2019 with Meadow Hill, Place, LLC (“Meadow Hill”), a wholly-owned company ofwholly owned by Mr. Anchin’s,Anchin, a board member, whereby Meadow Hill will provideprovided certain advisory services such as services relating to the Company’s business strategy as well as the Company’s capital allocation, operating budget, and cash management.Company. The initial term of the agreement will continue throughended on June 12, 2020 and may be renewed by us at our option for an additional six months through December 12, 2020. The agreement providesprovided for compensation in the form of both cash and equity. Meadow Hill will bewas eligible to receive $25,000$125,000 for the firstinitial six month of the term, $20,000 for each of the second through sixth months of the term, and if we choose to renew the term, $12,500 for each month during the renewal term. In addition, in satisfaction of the equity compensation portion of the agreement, (i) wethe Company granted an option to purchase 20,834 shares of ourits common stock to Mr. Anchin on December 12, 2019 at an exercise price equal to $4.26 per share, which is eligible to vestvested on June 12, 2020, subject to Meadow Hill providing services to us through such date, and (ii) wethe Company granted an option to purchase 20,786 shares of ourits common stock to Mr. Anchin on January 2, 2020 at an exercise price equal to $4.43 per share, of which 9,121 are eligible to vestvested on July 2, 2020 and 11,665 are eligible to vest2020. The consulting agreement was completed on DecemberJune 12, 2020 in full satisfaction of all obligations. As a result, the agreement was not extended and therefore expired on June 12, 2020. As a result, 11,665 of the options granted on January 2, 2020, which were related to the extension period, did not vest and were cancelled on June 12, 2020.

On July 17, 2019, we issued $1.5 million of secured convertible notes (the “July 2019 Notes”), bearing interest at a rate of 6% per annum, in a non-brokered private placement with an accredited investor, Dillon Hill Capital, LLC. Dillion Hill Capital, LLC and Dillion Hill Investment Company (together the “Warrant Investors”) are both controlled by Bruce Gross and are included in the table “Security Ownership of Certain Beneficial Owners and Management.”

On November 15, 2019, we closed an underwritten public offering where we issued and sold 2,285,000 shares of our common stock and 2,285,000 accompanying common warrants (the “2019 Warrants”) each casewith the right to purchase one share of our common stock at an exercise price of $5.25 per share. In such offering, the Warrant Investors purchased certain of the 2019 Warrants. On October 7, 2020, we entered into Warrant Exercise Agreements (each, a “Warrant Exercise Agreement”) with each of the Warrant Investors, whereby 318,000 of our 2019 Warrants were exercised. The gross proceeds to the Company from this partial exercise of the 2019 Warrants was $1,669,500.

On October 9, 2020, the Company entered into a letter agreement with Dillon Hill Capital, LLC as sole holder of the July 2019 Notes for the repayment in full of such notes, in an aggregate amount of $1,665,581, representing their outstanding principal amount plus accrued but unpaid interest through their scheduled maturity date. The Company paid such payoff amount on October 9, 2020.

In consideration of this partial exercise of the 2019 Warrants and of the consent to repayment of the July 2019 Notes, the Company agreed to issue pursuant to the Warrant Exercise Agreement (the “Private Placement”), in addition to the 318,000 shares of common stock issued upon exercise of the 2019 Warrants, 159,000 replacement warrants (the “Replacement Warrants”) to the Warrant Investors, which is an amount equal to one-half the amount of the 2019 Warrants exercised pursuant to the Warrant Exercise Agreements. The Replacement Warrants have an average exercise price of $7.54, the closing price on The Nasdaq Capital Market of the Company’s common stock on the date of the applicable warrant exercise.

The quantity, issue date, exercise price and expiration date of the Replacement Warrants are listed in the table below:

Each Replacement Warrant is exercisable for one share of common stock beginning on the date of issuance thereof and ending on the five year anniversary of such date. The exercise price and number of shares of common stock issuable upon exercise of the Replacement Warrants are subject to Meadow Hill providing servicesadjustment in the event of any stock dividend, split, recapitalization, reorganization or similar transaction, as described in the Replacement Warrants. Subject to us throughlimited exceptions, a holder of a Replacement Warrant will not have the applicable date.right to exercise any portion of its Replacement Warrant if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided that upon 61 days’ prior notice to the Company, the holder may elect to increase or decrease the Beneficial Ownership Limitation, although in no event may the Beneficial Ownership Limitation exceed 9.99%. Each Replacement Warrant includes an adjustment provision that, subject to certain exceptions, reduces its exercise price if the Company issues common stock or common stock equivalents at a price lower than the then-current exercise price of such Replacement Warrant, subject to a minimum exercise price of 21% of such Replacement Warrant’s initial exercise price per share. Under certain limited circumstances, including that the daily volume weighted average price of the common stock for each of 20 consecutive trading days has exceeded three times the exercise price of such Replacement Warrant, the Company may call for cancellation of all or any portion of such Replacement Warrant for which a notice of exercise has not yet been delivered for consideration equal to $0.001 per share of common stock for which such Replacement Warrant is excisable.

As of October 9, 2020, all of the obligations and liabilities of the Company and its affiliates under the July 2019 Notes, the related purchase agreement, and related Security Agreements, and any other related documents and instruments, was automatically satisfied in full, and all related liens, mortgages or other security interests were automatically released.

Director Independence

The Board of Directors has determined that currently and at all times during the fiscal year ended September 30, 2019,2020, each of our directors other than Dr. Hayward and Mr. Anchin—consisting of John Bitzer, III, Robert B. Catell, Joseph D. Ceccoli, Charles S. Ryan, Yacov A. Shamash, Sanford R. Simon, and Elizabeth M. Schmalz Ferguson —are and were “independent” as defined by the listing standards of The Nasdaq, Stock Market LLC (“Nasdaq”), constituting a majority of independent directors on our Board of Directors as required by the rules of Nasdaq. The Board of Directors considers in its evaluation of independence whether any director has a relationship with us that would interfere with the exercise of independent judgment in carrying out his or her responsibilities of a director.

Audit and Other Fees

The following table sets forth fees billed to us by our current independent auditors during the fiscal years ended September 30, 20192020 and 20182019 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

Audit Fees — Consists of fees billed for professional services rendered for the audit of our consolidated financial statements, review of the interim consolidated financial statements included in quarterly reports, and services that are normally provided by our independent auditors in connection with statutory and regulatory filings or engagements, including registration statements.

Audit RelatedAudit-Related Fees — Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees,” such as accounting consultation and audits in connection with acquisitions.

Tax Fees — Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

All Other Fees — Consists of fees for products and services other than the services reported above.

The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence and has determined that independence has been maintained.

Audit Committee Pre-Approval Policy

Our audit committee is responsible for approving all audit, audit-related, tax and other services. The audit committee pre-approves all auditing services and permitted non-audit services, including all fees and terms to be performed for us by our independent auditor at the beginning of the fiscal year. Non-audit services are reviewed and pre-approved by project at the beginning of the fiscal year. Any additional non-audit services contemplated by us after the beginning of the fiscal year are submitted to the chairman of our audit committee for pre-approval prior to engaging our independent auditor for such services. These interim pre-approvals are reviewed with the full audit committee at its next meeting for ratification. During the fiscal years ended September 30, 2020 and 2019, all services performed by Marcum LLP were pre-approved by our audit committee in accordance with these policies and applicable SEC regulations.

(3)Exhibits