Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Director
On March 7, 2023, Sir Marc Feldmann, Ph.D. provided notice to the Board of Directors of 180 Life Sciences Corp. (the "Company", "we" and "us") of his resignation as a member of the Board of Directors, effective on the same date (March 7, 2024). Sir Feldmann's resignation was not the result of any disagreement with the Company relating to the Company's operations, policies or practices, or otherwise.
Prior to his resignation, Sir Feldmann served as Co-Executive Chairman of the Company, but did not serve on any committees of the Board of Directors. Sir Feldmann will continue to serve as an employee of one of the Company's subsidiaries.
(d) Appointment of New Directors
Effective March 7, 2024, the Board of Directors of the Company appointed Omar Jimenez and Ryan L. Smith (collectively, the "Appointees" and the "Appointments") as members of the Board of Directors ("Board"), which Appointments were effective as of the same date. Mr. Jimenez and Mr. Smith were each appointed as a Class II director, and will serve until the Company's 2024 Annual Meeting of Stockholders, until their successors have been duly elected and qualified, or until their earlier death, resignation or removal.
At the same time, the Board, pursuant to the power provided to the Board by the Company's Second Amended and Restated Certificate of Incorporation, as amended, set the number of members of the Board at five (5) members.
The Board of Directors determined that each of Messrs. Jimenez and Smith were "independent" pursuant to the rules of the Nasdaq Capital Market and pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and that Mr. Jimenez will be considered the Company's "audit committee financial expert" pursuant to Section (a)(5) of Item 407 of Regulation S-K.
Messrs. Jimenez and Smith are not party to any material plan, contract or arrangement (whether or not written) with the Company, except for the Offer Letters (discussed and described below), and there are no arrangements or understandings between Messrs. Jimenez and Smith and any other person pursuant to which Messrs. Jimenez or Smith were selected to serve as a director of the Company, nor are Messrs. Jimenez or Smith a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
The Company plans to enter into a standard form of Indemnity Agreement (the "Indemnification Agreement") with Messrs. Jimenez and Smith in connection with their appointments to the Board. The Indemnification Agreement provides, among other things, that the Company will indemnify Messrs. Jimenez and Smith under the circumstances and to the extent provided for therein, for certain expenses they may be required to pay in connection with certain claims to which they may be made a party by reason of their position as directors of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company's governing documents. The foregoing is only a brief description of the Indemnification Agreement, does not purport to be complete and is qualified in its entirety by the Company's standard form of indemnification agreement, previously filed as Exhibit 10.8to the Company's Registration Statement on Form S-1 (No. 333-217475), as amended, on April 26, 2017. The Indemnification Agreement will be identical in all material respects to the indemnification agreements entered into with other Company directors.
There are no family relationships between any director or executive officer of the Company, including Messrs. Jimenez and Smith.
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180 Life Sciences Corp. published this content on 11 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2024 11:04:44 UTC.