Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Pursuant
to the Amalgamation Agreement, effective immediately following the Effective Time, the Company appointed each of (i) Dr. Joseph Tucker,
who served as president and chief executive officer, and as a director, of MagicMed immediately prior to the Effective Time and (ii)
Brad Thompson, who served as a director of MagicMed immediately prior to the Effective Time, to the Company’s board of directors
(the “Board”), each to serve for a term expiring at the Company’s next annual meeting of stockholders or until
his successor is duly elected and qualified, or his earlier death, resignation or removal. In connection with these appointments, the
Board adopted resolutions to increase the size of the Board from five directors to seven directors to be effective at the Effective Time.
Also
pursuant to the Amalgamation Agreement, effective immediately following the Effective Time, the Company appointed each of (i) Dr. Tucker,
53, (ii) Dr. Peter Facchini, 58 and (iii) Dr. Jillian Hagel, 43, to be Chief Executive Officer, Chief Scientific
Officer and Chief Technology Officer, respectively, and assigned David Johnson, 63, the title of Executive Chairman of the Company,
and removed the title of Chief Executive Officer.
Dr.
Tucker has served as chief executive officer and president of MagicMed since May 2020. From 2019 until 2020, Dr. Tucker acted as the
Executive Chairman and Chief Operating Officer of Willow Biosciences Inc. (TSX:WLLW) until leaving to join MagicMed in May 2020. From
2015 to 2019, his principal employment was acting as CEO, President, Director and Founder of Epimeron Inc., which merged with BioCan
Technologies Inc. in 2018 and then listed by reverse-takeover with Makena Resources Inc. in 2019 as Willow Biosciences Inc. Dr. Tucker
earned a Ph.D. in Biochemistry and Molecular Biology from the University of Calgary.
Dr.
Facchini has served as chief scientific officer of MagicMed since April 2020. From 2019 until 2020, he held the role of Chief Scientific
Officer at Willow Biosciences Inc. until leaving to co-found MagicMed. From 2013 until 2019, Dr. Facchini held the role of Chief Scientific
Officer, Director and Founder of Epimeron Inc. Dr. Facchini has also been a Professor of Plant Biochemistry in the Department of Biological
Sciences at the University of Calgary for 25 years.
Dr.
Hagel has served as chief technology officer of MagicMed since April 2020. From 2019 until 2020, she acted as Vice President of Applied
Sciences for Willow Biosciences Inc. until leaving in April 2020 to co-found MagicMed. From 2013 until 2019, Dr. Hagel’s primary
employment was acting as Chief Operating Officer of Epimeron Inc. Dr. Hagel received her PhD in plant biochemistry from the University
of Calgary.
As
previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2021, each of Dr. Tucker, Dr. Facchini
and Dr. Hagel have entered into employment agreements with the Company, which employment agreements were described therein. The foregoing
description of the employment agreements does not purport to be complete and is qualified in its entirety by reference to the full text
of the employment agreements, which were filed as Exhibits 10.1, 10.2 and 10.3 to the Company’s Current Report on Form 8-K filed
with the SEC on May 24, 2021 and are incorporated by reference herein.
Mr.
Johnson served as Chairman and Chief Executive Officer of the Company from December 30, 2020 until the Effective Time of the Amalgamation.
Mr. Johnson also has served on the board of directors and as the Chief Executive Officer of Aquamed Technologies, Inc. since April 2019.
Mr. Johnson formerly served on the board of directors and as the President and Chief Executive Officer of Alliqua BioMedical, Inc. from
November 2012 until April 2019. Mr. Johnson’s extensive experience in the pharmaceutical and biotechnology fields, as well as his
executive leadership experience, make him an asset that will serve as a bridge between the board of directors and our executive officers.