TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION
RELATED PERSON TRANSACTIONS POLICY AND
PROCEDURES
We have adopted a written related person transaction policy that sets forth our procedures for the
identification, review, consideration and approval or ratification of related person transactions, which policy became effective in connection with our initial public offering in 2021. For purposes of our policy only, a related person transaction is
a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds $120,000. Transactions
involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including
any of their immediate family members and any entity owned or controlled by such persons.
Under the policy, if a transaction has been
identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation,
our management must present information regarding the related person transaction to our Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of our Board, for review, 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 us of the transaction and whether the transaction is on terms that are
comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and,
to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our Code of Business Ethics and Conduct our employees and
directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our Audit Committee, or other independent
body of our Board, will take into account the relevant available facts and circumstances, including:
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the risks, costs and benefits to us; |
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the impact on a directors independence in the event that the related person is a director, immediate family
member of a director or an entity with which a director is affiliated; |
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the terms of the transaction; |
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the availability of other sources for comparable services or products; and |
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the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.
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The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Audit
Committee, or other independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee, or other
independent body of our Board, determines in the good faith exercise of its discretion.
Prior to our initial public offering, we did not
have a formal policy regarding approval of transactions with related parties.
CERTAIN RELATED
PERSON TRANSACTIONS
The following includes a summary of transactions since January 1, 2020 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
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