UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 8.01Other Events.
In an effort to allocate responsibilities more evenly amongst our independent directors, our Board of Directors (the “Board”) approved a restructuring of the committees, effective as of November 12, 2020 (the “Committee Restructuring”). As of the date hereof, the Board has the following three committees: audit committee (the “Audit Committee”), compensation committee (the “Compensation Committee”) and nominating and corporate governance committee (the “Nominating Committee”). The membership of the committees after the Committee Restructuring are described below. Each of our committees operates under a written charter (the “Committee Charters”) adopted by the Board.
In connection with the Committee Restructuring, the Board appointed members to each such committee. The membership of these three standing committees of the Board is as follows:
Audit Committee |
| Compensation Committee |
| Nominating Committee |
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Pietro Bersani (Chairperson) |
| Jerry Schneider (Chairperson) |
| Michael Nagel (Chairperson) |
Jerry Schneider |
| Americo Cicchetti |
| Americo Cicchetti |
Michael Nagel |
| Pietro Bersani |
| Pietro Bersani |
The members of our Audit Committee after the Committee Restructuring are Pietro Bersani, Jerry Schneider and Michael Nagel. Pietro Bersani serves as chairperson of the Audit Committee. The Board also determined that Mr. Pietro Bersani and Mr. Jerry Schneider as "audit committee financial experts," as defined by Item 407(d)(5) of Regulation S-K, based on the Board’s evaluation of their accounting knowledge, qualifications, and experience, and finding that they have appropriate experience or background that results in their financial sophistication in accordance with the additional requirements of the NASDAQ Listing Rules.
The members of our Compensation Committee after the Committee Restructuring are Jerry Schneider, Americo Cicchetti and Pietro Bersani. Jerry Schneider serves as the chairperson of the committee.
The members of our Nominating Committee after the Committee Restructuring are Michael Nagel, Americo Cicchetti and Pietro Bersani. Michael Nagel still serves as the chairperson of the committee.
The Committee Charters adopted on June 8, 2020 will be available on the Company’s website on November 17, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Kiromic BioPharma, Inc. | ||
Date: November 17, 2020 | By: | /s/ Maurizio Chiriva Internati |
Maurizio Chiriva Internati | ||
Chief Executive Officer |
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