Leading Telemedicine Firm’s Deputy Chief Legal Officer Joins Board Increasing Healthcare Technology Expertise
TORONTO, ON – May 2, 2019 – CB2 Insights (“CB2” or the “Company”) (CSE:CBII) (OTCQB:CBTOF) a leading technology company focused on mainstreaming medical cannabis to the healthcare industry through Real-World Evidence, today announced the addition of a new Director to its Board as well as the appointment of its new Chairman.
Joining the Board of Directors is Marc Adelson, Deputy Chief Legal Officer at New York-based Teladoc, Inc. (NYSE:TDOC). Mr. Adelson has spent nearly a decade with the healthcare technology firm, both in his current role and as Chief Privacy Officer. Teladoc is a telemedicine company that connects over 3,100 licensed healthcare professionals with millions of patients through comprehensive, virtual care.
“I have been a part of leading edge healthcare delivery and technology companies for quite some time, and I am thrilled to be able to lend my knowledge to CB2 Insights on the Board,” said Adelson. “I immediately recognized how critical CB2’s role is in understanding medical cannabis prescribing and efficacy and am excited to be a part of that evolution.”
The Company also named David Danziger as Chairman of the Board. Mr. Danziger is SVP, Assurance & National Leader, Public Companies at MNP, one of the largest accounting and business advisory firms in Canada. He brings extensive public market experience and has served as a Director on many public companies listed on the New York Stock Exchange, TSX, TSX Venture and Canadian Securities Exchange. He is also a member of CPA Ontario’s Practice Inspection Committee. Mr. Danziger has been a Director with CB2 Insights since 2017.
“With the addition of Marc and now with David as our Chairman, we are proud of the diverse strength our Board is taking,” said Prad Sekar, CEO, CB2 Insights. “We are entering an exciting and pivotal time at CB2 as our clinical operations continue to expand and our data asset continues to grow in its value to a large number of stakeholders throughout the traditional healthcare industry.”
In addition to Danziger, Adelson and Sekar, the Board’s other Directors include leading medical cannabinoid expert Dr. Danial Schecter, Founder, Chairman and CEO of vertically-integrated licensed producer GTEC Holdings, Norton Singhavon and CB2 co-founder and Chief Operations Officer, Kash Qureshi.
The Company also announces the adoption, by its Board of Directors, of a by-law establishing a framework for advance notice of nominations of directors by shareholders of CB2 Insights Inc. (the “Advance Notice By-law”).
In particular, the Advance Notice By-Law sets forth a procedure requiring advance notice to the Company by any shareholder who intends to nominate any person for election as Director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the “CBCA”), or (ii) a shareholder proposal made pursuant to the provisions of the CBCA. Among other things, the Advance Notice By-Law sets a deadline by which such shareholders must notify the Company in writing of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in the notice for it to be valid.
The Board believes the Advance Notice By-Law provides a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the Advance Notice By-Law provides a reasonable time frame for shareholders to notify the Company of their intention to nominate directors and require shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws. The Board will be able to evaluate the proposed nominees’ qualifications and suitability as directors and respond as appropriate in the best interests of the Company. The Advance Notice By-Law is also intended to facilitate an orderly and efficient meeting process.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The Advance Notice By-Law is effective immediately and will be placed before shareholders for ratification at the upcoming meeting of shareholders of the Company on June 27, 2019 (the “Meeting”). A copy of the Advance Notice By-Law has been filed under the Company’s profile at www.sedar.com.
The Advance Notice By-Law is in effect until it is confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if the Advance Notice By-Law is confirmed at the Meeting, it will continue in effect in the form in which it was so confirmed.