Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
Effective June 9, 2021, the Board of Directors of 180 Life Sciences Corp. (the
"Company", "we" and "us"), with the recommendation of the Nominating and
Corporate Governance Committee of the Board of Directors, pursuant to the power
provided to the Board of Directors ("Board") by the Company's Second Amended and
Restated Certificate of Incorporation and Delaware General Corporation Law,
increased the number of members of the Board of Directors from seven to nine,
and appointed Frank Knuettel II, MBA, and Pamela G. Marrone, PhD, as members of
the Board, to fill the two new vacancies on the Board (the "Appointees" and the
"Appointments"), which Appointments will be effective the earlier of (a) the
business day following the filing of the Company's Annual Report on Form 10-K
for the year ended December 31, 2020; and (b) June 28, 2021 (as applicable, the
"Extended Director Appointment Effective Date"). Mr. Knuettel and Dr. Marrone
were appointed as Class I and Class II directors, respectively, and will serve
until the Company's 2021 Annual Meeting of Stockholders (Mr. Knuettel) and the
2022 Annual Meeting of Stockholders (Dr. Marrone), until their successors have
been duly elected and qualified, or until their earlier death, resignation or
removal.
In addition, Russell T. Ray, MBA and Teresa DeLuca MD, MBA, whose appointments
to the Board were disclosed in the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on May 27, 2021, and which
appointments were originally to be effective June 15, 2021, were extended by the
Board so that such appointments are now also effective on the Extended Director
Appointment Effective Date.
The Board of Directors determined that both of Frank Knuettel II, MBA and Pamela
G. Marrone, PhD are "independent" pursuant to the rules of the NASDAQ Capital
Market.
Also on June 9, 2021, the Board of Directors confirmed the following Board
committee appointments of Mr. Knuettel and Dr. Marrone; Russell T. Ray, MBA and
Teresa DeLuca MD, MBA, and the current members of the Board, each effective on
the Extended Director Appointment Effective Date:
Nominating
and Risk,
Corporate Safety and
Compensation Governance Regulatory
Director Name Independent Audit Committee Committee Committee Committee
Lawrence Steinman,
M.D. (1)
Sir Marc Feldmann,
Ph.D. (1)
James N. Woody,
M.D., Ph.D.
Larry Gold, Ph.D. X M C
Donald A. McGovern, X C M M
Jr. (2)
Russell T. Ray, MBA X M M M
Teresa DeLuca MD, X C M
MBA
Pamela G. Marrone, X M C
PhD
Frank Knuettel II, X M M
MBA
(1) Co-Executive Chairman of the Board of Directors.
(2) Lead independent director.
C Chairperson of the Committee.
M Member of the Committee.
1
Mr. Knuettel and Dr. Marrone are not party to any material plan, contract or
arrangement (whether or not written) with the Company and there are no
arrangements or understandings between Mr. Knuettel and Dr. Marrone and any
other person pursuant to which they were selected to serve as a director of the
Company, nor are they a participant in any related party transaction required to
be reported pursuant to Item 404(a) of Regulation S-K, except in connection with
the Offer Letters as discussed below.
In connection with each of Mr. Knuettel's and Dr. Marrone's appointment to the
Board, such persons entered into offer letters with the Company, dated on or
around May 21, 2021 (collectively, the "Offer Letters"). The Offer Letters set
forth the compensation that Mr. Knuettel and Dr. Marrone will be entitled to,
including a grant of options to purchase $425,000 of value of shares of the
Company's common stock (value per share and number of shares determined by the
Black-Scholes calculation on the date of grant) (the "Initial Option Grant"),
which will vest as to 1/48 of the balance of the option shares upon each month
of service after the date of grant and have an exercise price per share equal to
the closing sales price of a share of common stock on the grant date, provided
that to the extent such grant results in less than an option to purchase 100,000
shares of the Company's common stock, it is expected that the difference in
shares between the Initial Option Grant and 100,000 shares would be granted in
the next compensation year (vesting as to 1/36 of the balance of the option
shares upon each month of service after the date of grant and having an exercise
price per share equal to the closing sales price of a share of common stock on
the grant date); and cash fees consistent with the compensation policy of the
Board of Directors as amended from time to time, which currently consists of
$40,000 per compensation year for an annual retainer fee plus additional
committee fees of $5,000 for each of the Compensation Committee or Nomination
and Corporate Governance Committee , and $7,500 for each of the Audit Committee
or Risk Committee, on which the director serves, $10,000 for the Chairperson of
the Compensation Committee and the Nomination and Corporate Governance Committee
and $15,000 for the Chairperson of the Audit Committee and of the Risk
Committee, per year.
The foregoing summary of the material terms of the Offer Letters is not complete
and is qualified in its entirety by reference to the Form of Offer Letter, a
copy of which is incorporated by reference herein as Exhibit 10.1, and
incorporated by reference in this Item 5.02.
The Company will enter into a standard form of Indemnity Agreement (the
"Indemnification Agreement") with Mr. Knuettel and Dr. Marrone in connection
with their appointment to the Board. The Indemnification Agreement provides,
among other things, that the Company will indemnify Mr. Knuettel and Dr. Marrone
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 director 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 10.8 to the Company's Registration Statement on Form
S-1 (No. 333-217475), as amended, on April 26, 2017.
There are no family relationships between any director or executive officer of
the Company, including, but not limited to the Appointees.
Biographical information for Mr. Knuettel and Dr. Marrone is provided below:
2
Frank Knuettel II, MBA, age 55
Mr. Knuettel has over 25 years of management experience in venture and
private-equity backed public companies, and has advised public and private
companies on financial management and controls, mergers and acquisitions,
capital markets transactions and operating and financial restructurings. Mr.
Knuettel has served as the Chief Executive Officer and director of Terra Tech
Corp. (OTCQX:TRTC), a vertically integrated company focused on the cannabis
sector with operations in California and Nevada, since December 2020. Mr.
Knuettel was formerly Director of Capital and Advisory at Viridian Capital
Advisors, a position he held from June 2020 to January 2021, following the sale
but prior to the close of the acquisition of One Cannabis Group, Inc. ("OCG") by
an OTCQX listed company. At OCG, Mr. Knuettel served from June 2019 to January
2021 as Chief Financial Officer of the company, a leading cannabis dispensary
franchisor, with over thirty cannabis dispensaries across seven states. Prior to
joining OCG, Mr. Knuettel was Chief Financial Officer at MJardin Group, Inc.
("MJardin") (August 2018 to January 2019, a Denver-based cannabis cultivation
and dispensary management company, where he led the company's IPO on the
Canadian Securities Exchange. Following the IPO, Mr. Knuettel managed the merger
with GrowForce, a Toronto-based cannabis cultivator, after which he moved over
to the Chief Strategy Role (January 2019 to June 2019). In his role as CSO, he
managed the acquisition of several private companies before recommending and
executing the consolidation of management and other operations to Toronto and
the closure of the executive office in Denver. From April to August 2018, Mr.
Knuettel served as Chief Financial Officer of Aqua Metals, Inc. (NASDAQ:AQMS),
an advanced materials firm that developed technology in battery recycling. Prior
. . .
Item 3.02. Unregistered Sales of Equity Securities
We plan to claim an exemption from registration pursuant to Section 4(a)(2)
and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the
"Securities Act"), for the Initial Option Grant, since the foregoing will not
involve a public offering, the recipients are "accredited investors", and the
recipients will acquire the securities for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution
thereof. The securities were offered without any general solicitation by us or
our representatives. No underwriters or agents were involved in the foregoing
and we paid no underwriting discounts or commissions. The securities are subject
to transfer restrictions, and the certificates evidencing the securities
contain/will contain an appropriate legend stating that such securities have not
been registered under the Securities Act and may not be offered or sold absent
registration or pursuant to an exemption therefrom. The securities were not
registered under the Securities Act and such securities may not be offered or
sold in the United States absent registration or an exemption from registration
under the Securities Act and any applicable state securities laws.
Item 8.01. Other Events.
The Company shall issue a press release on June 8, 2021, regarding the
Appointments. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1* Form of Director Nominee Offer Letter (May 2021) (Filed as Exhibit
10.1 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 27, 2021, and incorporated herein by
reference)(File No. 001-38105)
10.2* Form of Stock Option Agreement (June 2021 Director Options)(Filed as
Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 27, 2021, and incorporated herein by
reference)(File No. 001-38105)
99.1** Press Release dated June 10, 2021
* Filed herewith.
** Furnished herewith.
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180 LIFE SCIENCES CORP. 
