TRANSACTIONS WITH RELATED PERSONS
Related-Person Transactions Policy and Procedures
The
Board has adopted a written Related-Person Transactions Policy that sets forth the Companys policies and procedures regarding the identification, review, consideration and approval or ratification of related-persons transactions.
For purposes of the Companys policy only, a related-person transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company and any related
person are participants involving an amount that exceeds or will exceed $120,000 or, during such time as the Company qualifies 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 fiscal years. Transactions involving compensation for services provided to the Company as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any
executive officer, director, nominee to become director, or more than 5% stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed
related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for 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 the Company of the transaction and whether any alternative transactions were available. To identify related-person transactions in
advance, the Company relies on information supplied by its executive officers, directors and certain significant stockholders. In considering related-person transactions, the Committee takes into account the relevant available facts and
circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a directors independence in the event the related person is a director, immediate family member of a director or an
entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third
parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval. The policy requires that, in determining whether to
approve, ratify or reject a related-person transaction, the Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, as the Committee
determines in the good faith exercise of its discretion.
Certain Related-Person Transactions
The following includes a summary of transactions since January 1, 2017 to which we have been a party, in which the amount involved in the transaction
exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest. Other than described below, there have not been, nor are there currently any proposed, transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which
include equity and other compensation, termination, change in control and other arrangements, which are described under Executive Compensation.
Consulting Agreement with Montel Media, Inc.
In
April 2016, we entered into a consulting agreement with Montel Media, Inc. (Montel Media), pursuant to which Montel Media provides consulting services for the promotion of our clinical trials and ongoing media and marketing strategies.
Under the agreement, Montel Media receives $15,000 per month. This consulting agreement was terminated in February 2018. We paid Montel Media $0, $45,000 and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively,
pursuant to the consulting agreement.
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