Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2021, Georges Benarroch resigned as Chairperson of the Board of Directors (the “Board”) of Kyto Technology and Life Science, Inc. (the “Company”), effective immediately. The Board appointed Paul Russo to the position of Chairperson of the Board, effective immediately.
On January 8, 2021, the Board voted to increase the size of the Board from three members to five members, creating a total of three vacancies, and appointed Jon S. Saxe, Peter D. Staple and Mike Baghramian (together, the “New Directors”) to fill the resulting vacancies, each to serve until his successor shall have been duly elected and qualified or until his earlier resignation or removal.
The Board also voted to form a compensation committee (the “Compensation Committee”), a corporate governance and nomination committee (the “Nomination Committee”), an audit committee (the “Audit Committee”) and an investment committee (the “Investment Committee”). Jon S. Saxe and Mike Baghramian will serve on the Compensation Committee. Peter D. Staple, Jon Saxe, Georges Benarroch and Paul Russo will serve on the Nomination Committee. Jon S. Saxe and Peter D. Staple will serve on the Audit Committee. Paul Russo, Jon Saxe, Peter Staple and Mike Baghramian will serve on the Investment Committee.
On December 16, 2020, the Board approved the Kyto Technology and Life Science, Inc. 2020 Non-Qualified Stock Option Plan (the “Plan”), pursuant to which non-employee directors and advisors can be awarded stock options to purchase shares of the Company’s common stock (the “Options”). Up to 2,000,000 shares of common stock can be issued pursuant to the Plan. A copy of the Plan is filed as Exhibit 4.1 to this Form 8-K.
On January 8, 2021, in connection with the appointment of the New Directors, the Board voted to grant 120,000 Options to Jon Saxe, 105,000 Options to Peter Staple and 90,000 Options to Mike Baghramian.
There are no arrangements or understandings between any of the New Directors and any other persons pursuant to which a New Director was selected as a director. There are no transactions involving the Company and any of the New Directors that would be reportable under Item 404(a) of Regulation S-K.