Blair Jordan was appointed to the 180 Life Sciences Corp. board of directors by the board’s directors to cover a vacancy. The appointment took effect on the same day. Class II director Mr. Jordan was appointed, and his term will run until the Company’s 2024 Annual Meeting of Stockholders, or until his early death, resignation, or removal, or until his successor has been duly elected and qualified.
In addition, the Board temporarily increased the number of members to four (4) while it searched for qualified independent candidates to take the place of previous director vacancies. This action was taken in accordance with the authority granted to the Board by the Company’s Second Amended and Restated Certificate of Incorporation, as amended.
In accordance with Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, and the rules of the Nasdaq Capital Market, the Board of Directors concluded that Mr. Jordan lacked independence.
Except for the Offer Letter (discussed and described below), Mr. Jordan is not a party to any material plans, contracts, or understandings with the Company. Neither is he a party to any understandings or arrangements that resulted in his selection as a director of the Company. Moreover, Mr. Jordan is not a party to any related party transactions that must be reported in accordance with Item 404(a) of Regulation S-K.
As part of Mr. Jordan’s appointment to the Board, the Company intends to sign a standard form of indemnity agreement with him. Among other things, the Indemnification Agreement states that the Company will reimburse Mr. Jordan for certain costs he might have to pay in connection with certain claims he might be made a party to because of his position as a director of the Company, and that the Company will do so to the extent allowed by Delaware law and the Company’s governing documents. The following only provides a brief overview of the indemnification agreement; it is not intended to be comprehensive, and it is qualified in its entirety by the standard form of indemnification provided by the company, which was previously filed on April 26, 2017, as Exhibit 10.8 to the company’s Registration Statement on Form S-1 (No. 333-217475), as amended. The indemnity agreement and the agreements entered into with other directors of the company will be identical in all relevant aspects.
None of the company’s directors or executive officers, including Mr. Jordan, have any familial ties.
In addition, the Board appointed Mr. Jordan to serve as Lead Independent Director, Chair of the Company’s Strategy and Alternatives Committee, and Member of the Board’s Audit, Compensation, Nomination, and Corporate Governance Committees, as well as Committee on Risk, Safety, and Regulation.
In conjunction with Mr. Jordan’s appointment to the Board, the Company entered into an offer letter with him on February 24, 2024, which became effective upon his appointment to the Board. According to the terms of the Offer Letter, Mr. Jordan will receive an annual retainer fee of $40,000 for his Board membership, $10,000 for his role as the Chairman of the Strategic and Alternatives Committee, and $15,000 for his role as Lead Director. In connection with Mr. Jordan’s appointment to the Board, the Company agreed to pay him an initial fee of $7,500. Thereafter, the price would be paid quarterly in arrears and pro-rated for any portion of a quarter. Until the Company raises a total of $1 million from any source—including but not limited to debt and/or equity raises, quasi-equity raises, receipt of insurance proceeds, litigation proceeds, and corporate transactions—one-half of the total aggregate cash compensation will be accrued.
