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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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Effective October 29, 2018, the Board of Directors of Dthera
Sciences, a Nevada corporation (the “Company”), voted to increase the size of the Board from four directors to five
directors and to appoint Dr. Amir Kalali to the Board to fill the resulting vacancy. Dr. Kalali accepted the appointment and joined
the Board of Directors effective October 29, 2018.
Biographical Information
Dr. Amir Kalali, 53, is recognized globally as a leading innovator
at the intersection of life sciences and technology, advising companies on building the future of their business at the board level
or as a strategic advisor. From 1997 through 2017, he was the Global Head of the Neuroscience Center of Excellence at Quintiles,
now known as IQVIA. In this role, Dr. Kalali led the enterprise-wide strategy for neuroscience, and was responsible for numerous
successful clinical development programs that led to many new treatments for patients.
Dr. Kalali currently serves as a Clinical Professor of Psychiatry
at the University of California San Diego and Editor of the journal “Innovations in Clinical Neuroscience,” and was
the Lead Editor of the book Essential CNS Drug Development, published by Cambridge University Press. He was the Founding Chairman
of the Executive Committee of the International Society for CNS Drug Development (ISCDD), a founding member of the International
Society for CNS Clinical Trials and Methodology (ISCTM), where he serves on the Executive Committee, and the Founder and Chief
Curator of the CNS Summit.
Dr. Kalali has been the recipient of many awards, including
the ISCDD Leadership in CNS Drug Development Award. In 2005, 2006, 2008, 2011, and 2012, PharmaVOICE magazine named Dr. Kalali
as one its 100 most inspiring leaders in the life sciences as voted by his peers. In 2014, Dr. Kalali was honored with the PharmaVOICE
Inaugural Red Jacket award, recognizing those who have been most lauded by their peers since the awards began.
Dr. Kalali received his MBBS degree (MD equivalent) from University
College and Middlesex School of Medicine, University College, London, in 1988, and completed his psychiatry training at University
College and Middlesex School of Medicine, London University. He served as a member of the Board of Directors of Cypress Bioscience,
Inc., a public reporting company, from 2007 through 2011.
There are no family relationships between Dr. Kalali and any
other Dthera officers or directors, and there are no related party transactions between Dr. Kalali and Dthera or its officers and
directors.
In connection with his appointment to the Board of Directors,
Dr. Kalali was granted options to purchase up to 20,000 shares of the Company’s common stock. The terms of the options are
as follows: the options vest one-third on the first anniversary of the date of grant; one-third on the second anniversary of the
date of grant; and one-third on the third anniversary of the date of grant; the options have a contractual life of eight years
from the date of grant; and the exercise price is $4.10.
As of the date of this Report, the Board had not appointed Dr.
Kalali to any committees, and was working to determine the membership of various board committees.