Omar Jimenez and Ryan L. Smith were jointly appointed by the 180 Lifesciences Board of Directors as members of the Board of Directors, with the appointments taking effect on the same day. As Class II directors, Mr. Jimenez and Mr. Smith were appointed and shall maintain office until the Company’s 2024 Annual Meeting of Stockholders, or until their earlier deaths, resignations, or removals, or until their successors have been lawfully elected and qualified.
Simultaneously, the Board established a five-member membership, as per the authority granted to it by the Company’s Second Amended and Restated Certificate of Incorporation, as modified.
In accordance with the Securities Exchange Act of 1934, as amended, and the rules of the Nasdaq Capital Market, the Board of Directors concluded that Messrs. Jimenez and Smith were independent. Additionally, the Board of Directors decided that Mr. Jimenez will be regarded as the Company’s audit committee financial expert in accordance with Section (a)(5) of Item 407 of Regulation S-K.
With the exception of the Offer Letters (discussed and described below), Messrs. Jimenez and Smith are not parties to any material plans, contracts, or understandings with the Company. Neither are they parties to any understandings or arrangements that resulted in their selection as directors of the Company. Neither are they parties to any related party transactions that must be reported in accordance with Item 404(a) of Regulation S-K.
As part of their nominations to the Board, the Company intends to engage into a standard form of Indemnity Agreement with Messrs. Jimenez and Smith. According to the terms of the indemnification agreement, the company will, among other things, reimburse Messrs. Jimenez and Smith for certain costs they might have to pay in connection with certain claims to which they might be made parties because of their position as directors of the company, and for other purposes, to the extent allowed by Delaware law and the company’s governing documents. This is merely a synopsis of the indemnification agreement; it is not intended to be comprehensive and 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.
