Item
8.01 Other Events.
Adoption
of Revised Audit Committee Charter.
Pursuant
to the Order, on July 21, 2020, the Board approved and adopted a revised Audit Committee charter (the “Audit Committee Charter”).
The amendments to the Audit Committee Charter are intended to, among other things, ensure that the Company and its management
implement and maintain internal controls over accounting and financial reporting and reporting systems and procedures and ensure
the integrity, accuracy completeness, and timeliness of the Company’s financial statements and related public filings and
disclosures.
A
copy of the Company’s Audit Committee Charter is available on the Company’s website at www.akersbio.com.
Adoption
of Revised Nominating and Corporate Governance Committee Charter.
Pursuant
to the Order, on July 21, 2020, the Board approved and adopted a revised Nominating and Corporate Governance Committee charter
(the “Nominating and Corporate Governance Committee Charter”). The amendments to the Nominating and Corporate
Governance Committee Charter are intended to, among other things, ensure that any agreed upon corporate governance principles
or guidelines are memorialized and widely available to the public, through the Company’s website or otherwise.
A
copy of the Company’s Nominating and Corporate Governance Committee Charter is available on the Company’s website
at www.akersbio.com.
Adoption
of Revised Compensation Committee Charter.
Pursuant
to the Order, on July 21, 2020, the Board approved and adopted a revised Compensation Committee charter (the “Compensation
Committee Charter”) to govern the Compensation Committee. The amendments to the Compensation Committee Charter are intended
to, among other things, ensure that (i) in determining, setting, or approving annual short-term compensation arrangements, the
Compensation Committee take into account the particular executive’s performance as it relates to both legal compliance and
compliance with the Company’s internal policies and procedures, and (ii) in determining, setting, or approving termination
benefits and/or separation pay to executive officers, the Compensation Committee shall take into consideration the circumstances
surrounding the particular executive officer’s departure and the executive’s performance as it relates to both legal
compliance and compliance with the Company’s internal policies and procedures.
A
copy of the Company’s Compensation Committee Charter is available on the Company’s website at www.akersbio.com.
Establishment
of Risk and Disclosure Committee and Adoption of Risk and Disclosure Committee Charter.
Pursuant
to the Order, on July 21, 2020, the Board established the Risk and Disclosure Committee and approved and adopted a charter (the
“Risk and Disclosure Committee Charter”) to govern the Risk and Disclosure Committee. The members of the Audit Committee
will serve on the Risk and Disclosure Committee.
The
Risk and Disclosure Committee’s duties specifically include, among other things, (i) reviewing the effectiveness of the
Company’s Code of Ethics annually, including the Company’s ethics and risk program, and recommending to the Board
any changes to the Company’s policies and internal controls as necessary; (ii) monitoring compliance with the Company’s
Code of Ethics; and (iii) responsibility for addressing any whistleblower complaints.
A
copy of the Company’s Risk and Disclosure Committee Charter is available on the Company’s website at www.akersbio.com.
Adoption
of Whistleblower Policy
Pursuant
to the Order, on July 21, 2020, the Board approved and adopted the Whistleblower Policy to encourage employees, officers and directors
to bring forward ethical and legal violations and/or reasonable belief that ethical and legal violations have occurred to the
Risk and Disclosure Committee, so that action may be taken, if necessary, to address the problem.
A
copy of the Whistleblower Policy is available on the Company’s website at www.akersbio.com.