TRANSACTIONS WITH RELATED PERSONS
RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES
We have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification
of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person
are, were or will be participants in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer,
director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.
Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction
when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our Audit Committee, or, if
Audit Committee approval would be inappropriate, to another independent body of our Board of Directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts,
the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or
from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential
related-person transactions and to effectuate the terms of the policy. In addition, under our Code of Conduct, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be
expected to give rise to a conflict of interest. In considering related person transactions, our Audit Committee, or other independent body of our Board of Directors, will take into account the relevant available facts and circumstances including,
but not limited to:
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the risks, costs and benefits to us;
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the impact on a directors independence in the event that the related person is a director, immediate family
member of a director or an entity with which a director is affiliated;
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the availability of other sources for comparable services or products; and
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the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.
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The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Audit Committee, or
other independent body of our Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee, or other
independent body of our Board of Directors, determines in the good faith exercise of its discretion.
CERTAIN RELATED
PARTY TRANSACTIONS
Except as described below, there have been no transactions since January 1, 2019 to which we
have been a participant in which the amount involved exceeded or will exceed $120,000 or, during such time as we qualify as a smaller reporting company, the lesser of (1) $120,000 or (2) 1% of the average of our total assets for the last
two completed years, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation
arrangements which are described under Executive Compensation and Director Compensation.
Registered Direct Offering
On January 6, 2021, we entered into a Securities Purchase Agreement with certain institutional purchasers pursuant to which we sold an aggregate of
4,209,050 shares of our common stock at a purchase price of $2.851 per share. Bradford T. Whitmore, an affiliate of Grace, which beneficially owns more than 5% of our common stock, purchased 350,750 shares at an aggregate purchase price of
$999,988.25 in this offering.
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