Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-272749
PROSPECTUS
SUPPLEMENT NO. 3
(to
Prospectus dated August 9, 2023)
666,925
Shares of Common Stock
Pre-Funded
Warrants to Purchase 3,948,460 Shares of Common Stock
Common
Warrants to Purchase 4,615,385 Shares of Common Stock
3,948,460
Shares of Common Stock Underlying the Pre-Funded Warrants
4,615,385
Shares of Common Stock Underlying the Common Warrants
![](https://www.sec.gov/Archives/edgar/data/1690080/000121390024014954/image_001.jpg)
This
prospectus supplement updates, amends, and supplements the prospectus dated August 9, 2023 (as amended and supplemented, the “Prospectus”),
which forms a part of our Registration Statement on Form S-1 (Registration No. 333-272749).
This
prospectus supplement is being filed to update, amend, and supplement the information in the Prospectus with the information contained
in our Current Reports on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2023,
December 15, 2023, December 20, 2023, December 21, 2023, January 16, 2024, January 17, 2024, January 29, 2024 and February 16, 2024 (collectively,
the “Current Reports”), and to disclose the extension of the termination date of, and reduction in the exercise price
of, certain common stock purchase warrants issued by the Company pursuant to the Prospectus, as more fully described below. Accordingly,
we have attached the Current Reports to this prospectus supplement.
This
prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus,
which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information
in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement
with your Prospectus for future reference.
Our
common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ATNF”. On February 15,
2024, the last reported sale price for our common stock as reported on Nasdaq was $0.21 per share.
INVESTING
IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. SEE THE SECTION TITLED “RISK FACTORS” BEGINNING ON PAGE 5 OF THE PROSPECTUS
TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR SECURITIES.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus supplement is February 16, 2024.
REPRICING
AND EXTENSION OF WARRANTS
As
previously reported on our Current Report on Form 8-K filed on August 14, 2023, we agreed to issue and sell to certain investors, including
a certain institutional investor (the “Purchaser”), who is the selling stockholder named in the Prospectus, an aggregate
of: (i) 666,925 shares (the “August Shares”) of the Company’s common stock, $0.0001 par value (the “Common
Stock”), (ii) pre-funded warrants (the “August Pre-Funded Warrants”) to purchase up to 3,948,460 shares
of Common Stock, and (iii) warrants (the “August Common Warrants”) to purchase up to 4,615,385 shares of Common Stock,
in the case of the Purchaser, pursuant to a securities purchase agreement, dated as of August 9, 2023, between the Company and the Purchaser
(the “August SPA”).
On
October 11, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that it was not in compliance with the shareholder approval requirements set forth in Nasdaq Listing Rule 5635(d),
which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the
pre-transaction shares outstanding at less than the applicable Minimum Price (as defined in Listing Rule 5635(d)(1)(A)).
Nasdaq’s
determination under Listing Rule 5635(d) related to the August offering (the “August Offering”). The offering price
per share of Common Stock and associated August Common Warrant was $0.65 and the offering price per August Pre-Funded Warrant and associated
August Common Warrant was $0.6499.
Nasdaq
determined that the August Offering was not a “public offering” for the purposes of Nasdaq’s shareholder approval rules
due to the type of offering, and was instead a best efforts offering pursuant to a placement agency agreement, and the fact that one
investor purchased 98% of the August Offering. As a result, because the August Offering represented greater than 20% of the Common Stock
outstanding and was priced below the Minimum Price, Nasdaq determined that the Company was required to obtain prior shareholder approval
under Listing Rule 5635(d). In November and December 2023, the Company took various actions to amend the terms of the August Offering
to comply with Listing Rule 5635(d), as discussed below.
On
November 28, 2023, the Company entered into Amendment No. 1 to the August SPA with the Purchaser (the “SPA Amendment”),
pursuant to which (i) the Purchaser agreed to pay an additional $830,769.30 in connection with the repricing of the August Shares and
August Pre-Funded Warrants (the “Repricing Amount”), (ii) the Company agreed to issue to the Purchaser (x) pre-funded
warrants to purchase up to 4,886,878 shares of Common Stock, with an exercise price of $0.0001 per share (the “Pre-Funded Warrants”),
and (y) warrants to purchase up to 9,064,098 shares of Common Stock, with an exercise price of $0.17 per share (the “Common
Warrants” and, together with the Pre-Funded Warrants, the “Warrants”), and (iii) the Company and the Purchaser
agreed to enter into the Warrant Amendment Agreement (as defined and described below).
The
SPA Amendment provided that the Warrants will not be exercisable until the Company obtains Stockholder Approval (as defined in the SPA
Amendment) with respect to the issuance of the 13,950,976 shares of Common Stock upon exercise of the Warrants (the “Warrant
Shares”), at which point the Pre-Funded Warrants will remain exercisable until all of the Pre-Funded Warrants are exercised
in full, and the Common Warrants will remain exercisable until the fifth anniversary of the Stockholder Approval Date (as defined in
the SPA Amendment).
The
SPA Amendment contains certain customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, other obligations of the parties, and termination provisions. Pursuant to the SPA Amendment,
the Company has agreed that, subject to certain exceptions, it will not conduct any issuances of Common Stock (or equivalents thereof)
from the Closing Date until 15 days after the Stockholder Approval Date (which occurred on February 16, 2024). The SPA Amendment also
required the Company to file a registration statement with the SEC to register the resale by the Purchaser of the Warrant Shares within
sixty (60) days of the Stockholder Approval Date, which registration statement was timely filed and has been declared effective by the
Securities and Exchange Commission.
In
accordance with the SPA Amendment, the Company entered into a warrant amendment agreement with the Purchaser, dated November 28, 2023
(the “Warrant Amendment Agreement”), whereby the Company agreed to amend the following outstanding warrants held by
the Purchaser: (i) warrants to purchase up to 2,571,429 shares of Common Stock, issued on December 22, 2022, and amended in January 2023,
April 2023 and August 2023; (ii) warrants to purchase up to 306,604 shares of Common Stock, issued on July 20, 2022 and amended in April
2023 and August 2023; (iii) warrants to purchase up to 1,570,680 shares of Common Stock, issued on April 10, 2023 and August 2023; and
(iv) warrants to purchase up to 4,615,385 shares of Common Stock underlying the August Common Warrants (collectively, the “Existing
Common Warrants”). Pursuant to the Warrant Amendment Agreement, the Existing Common Warrants will be amended (the “Warrant
Amendment”) such that they will not be exercisable until the Company obtains stockholder approval for the issuance of up to
9,064,098 shares of Common Stock upon exercise of the Existing Common Warrants (the “Existing Common Warrant Shares”).
The Existing Common Warrants will have an exercise price equal to $0.17 per share, and the Existing Common Warrants will expire on the
fifth anniversary of the Stockholder Approval Date (the “Repricing and Extension”). The other terms of the Existing
Common Warrants will remain unchanged.
The
closing of the transactions occurred on December 1, 2023 (the “Closing Date”). Upon the closing of the transactions,
the Company regained compliance with Nasdaq Listing Rule 5635(d).
For
purposes of obtaining Stockholder Approval of the issuance of the Warrant Shares and the Existing Common Warrant Shares, the Company
agreed to hold a Stockholder Meeting (as defined in the SPA Amendment) on or prior to the date that was ninety (90) days following the
Closing Date. The Stockholder Meeting was held on February 16, 2024 and at such Stockholder Meeting the stockholders of the Company provided
the Stockholder Approval. As a result, the Common Warrants and Existing Common Warrants will expire on February 16, 2029.
Simultaneously
with the closing of the transactions, the Company entered into a warrant agent agreement (the “Warrant Agent Agreement”)
with Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental will act as warrant
agent with respect to the Warrants to be issued by the Company.
The
form of Warrant Agent Agreement, the form of Pre-Funded Warrant, the form of Common Warrant, the Warrant Amendment Agreement and the
SPA Amendment were filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 10.1 respectively, to the Company’s Current Report on Form 8-K filed
with the SEC on November 29, 2023.
The
registration statement, of which this Prospectus forms a part, registered among other securities, the August Common Warrants and the
shares of Common Stock issuable upon exercise of the August Common Warrants, which as a result of the Repricing and Extension, have been
repriced to have an exercise price of $0.17 per share and extended to have an expiration date of February 16, 2029. As a result of the
Repricing and Extension, the aggregate net proceeds that the Company expects to receive from the exercise of the August Common Warrants
(assuming all such August Common Warrants are exercised for cash) will decrease from approximately $2.8 million to approximately $0.5
million.
Other
than the extension of the termination date and reduction in the per share exercise price for the August Common Warrants, all other terms
and provisions of the August Common Warrants remain unchanged.
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): December 4, 2023
180 LIFE SCIENCES
CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite
200
Palo Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 4, 2023, 180 Life
Sciences Corp. (the “Company”) issued a press release announcing that it had engaged A.G.P./Alliance Global Partners
as financial advisor to explore and evaluate strategic alternatives to enhance shareholder value. A copy of the press release is attached
hereto as Exhibit 99.1, and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
Forward-Looking Statements
This Current Report on Form
8-K, including the press release filed as Exhibit 99.1, to this Current Report
on Form 8-K, contains forward-looking statements within the meaning
of the federal securities laws, including the Private Securities Litigation Reform Act of 1995,
and, as such, may involve known and unknown risks, uncertainties and assumptions. You can identify these forward-looking statements
by words such as “may,” “should,” “expect,” “anticipate,”
“believe,” “estimate,” “intend,” “plan” and other similar
expressions. These forward-looking statements relate to the Company’s current expectations
and are subject to the limitations and qualifications set forth in the press release, as well as in the Company’s other filings
with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from
those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results
of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements,
including those referenced in the press release. Accordingly, readers should not place undue
reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations
as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which
are outside the Company’s control. More information on potential factors that could affect the Company’s financial results
is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s
most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the SEC and available at www.sec.gov and
in the “Investors”, “SEC Filings”, “All SEC Filings” page of our website at www.180lifesciences.com. Forward-looking
statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided
by law.
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.
Date: December 4, 2023
|
180 LIFE SCIENCES CORP. |
|
|
|
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
Name: |
James N. Woody, M.D., Ph.D. |
|
|
Title: |
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): December 14, 2023
180 LIFE SCIENCES CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Compliance with Nasdaq Listing Rule 5635(d)
As previously reported in
the Current Report on Form 8-K filed on October 13, 2023 with the Securities and Exchange Commission (the “Commission”)
by 180 Life Sciences Corp. (the “Company”, “we” and “us”), on October 11, 2023,
the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that it was not in compliance with the shareholder approval requirements set forth in Nasdaq Listing Rule 5635(d),
which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the
pre-transaction shares outstanding at less than the applicable Minimum Price (as defined in Listing Rule 5635(d)(1)(A)).
The Staff’s determination
under Listing Rule 5635(d) related to the offering and issuance by the Company of an aggregate of: (i) 666,925 shares of the Company’s
common stock, $0.0001 par value (the “Shares”), at a price of $0.65 per share, (ii) pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to 3,948,460 shares of common stock, at a price of $0.6499 per Pre-Funded Warrant and (iii) warrants
(the “Common Warrants”) to purchase up to 4,615,385 shares of Common Stock. The offering price per Share and associated
Common Warrant was $0.65 and the offering price per Pre-Funded Warrant and associated Common Warrant was $0.6499. The Offering was previously
disclosed in the Company’s Current Report on Form 8-K filed with the Commission on August 15, 2023.
The October 11, 2023 letter
provided the Company 45 days to submit a plan to regain compliance. The plan of compliance was subsequently submitted by the Company to
Nasdaq on November 9, 2023, and on November 14, 2023, Nasdaq granted the Company an extension, until December 15, 2023, to complete certain
transactions set forth in the plan of compliance, in order to remedy its prior violation of Nasdaq rules as described in the October 11,
2023 letter from Nasdaq.
As disclosed in greater detail
in the Current Report on Form 8-K filed by the Company with the Commission on November 29, 2023, the Company undertook several transactions,
including amending the terms of the Common Warrants to not be exercisable until the Company’s stockholders approve such issuance
in accordance with the Nasdaq Listing Rules, in order to regain compliance with Listing Rule 5635(d)(1)(A)).
As a result of those transactions,
on December 14, 2023, Nasdaq provided the Company written notice that the Company has complied with the terms of the prior extension;
that the Company complies with Listing Rule 5635(d)(1)(A)); and that the matter is now closed.
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.
Date: December 15, 2023
|
180 LIFE SCIENCES CORP. |
|
|
|
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
Name: |
James N. Woody, M.D., Ph.D. |
|
|
Title: |
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): December 17, 2023
180 LIFE SCIENCES CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Resignation of Donald A. McGovern, Jr.
as a member of the Board of Directors
Effective on December 17,
2023, Donald A. McGovern, Jr., resigned as a member of the Board of Directors of 180 Life Sciences Corp. (the “Company”).
Mr. McGovern’s resignation was due to health reasons.
Mr. McGovern’s resignation
was not in connection with a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Mr. McGovern had served as the Lead Independent Director, Audit Committee Chairman, Compensation Committee Member, and Risk, Safety, Regulatory
Committee Member prior to his resignation.
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.
Date: December 20, 2023
|
180 LIFE SCIENCES CORP. |
|
|
|
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
Name: |
James N. Woody, M.D., Ph.D. |
|
|
Title: |
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date
of Report (Date of earliest event reported): December 17, 2023
180 LIFE SCIENCES CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Resignation of Francis Knuettel II, Pam
Marrone, Teresa DeLuca, Larry Gold, and Russell Ray as members of the Board of Directors
Effective on December 17,
2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180
Life Sciences Corp. (the “Company”).
The resignations of Mr. Knuettel
II, Ms. Marrone, Ms. DeLuca, Mr. Gold, and Mr. Ray were in connection with a difference of opinion with the Company on cost cutting initiatives.
Mr. Knuettel had served as an Audit Committee Member and a Risk, Safety, Regulatory Committee Member prior to his resignation. Ms. Marrone
had served as Chairman of the Risk, Safety, Regulatory Committee and as a Compensation Committee Member prior to her resignation. Ms.
DeLuca had served as Chair of the Compensation Committee and as a Nominating and Corporate Governance Committee Member prior to her resignation.
Mr. Gold has served as Chair of the Nominating and Corporate Governance Committee and as an Audit Committee Member prior to his resignation.
Mr. Ray had served as an Audit Committee Member, Compensation Committee Member and Nominating and Corporate Governance Committee Member
prior to his resignation.
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.
Date: December 21, 2023
|
180 LIFE SCIENCES CORP. |
|
|
|
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
Name: |
James N. Woody, M.D., Ph.D. |
|
|
Title: |
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): January 11, 2024
180 LIFE SCIENCES CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously disclosed in
the Current Report on Form 8-K, filed by 180 Life Sciences Corp. (the “Company”) with
the Securities and Exchange Commission (the “Commission” or the “SEC”) on November 16, 2023, on
November 15, 2023, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market.
Nasdaq Listing Rule 5550(b)(1) (the “Rule”) requires companies listed on the Nasdaq Capital Market to maintain stockholders’
equity of at least $2,500,000. In the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company
reported a stockholders’ deficit of ($149,327), which is below the minimum stockholders’ equity required for continued listing
pursuant to the Rule. Additionally, the Company does not meet the alternative Nasdaq continued listing standards under Nasdaq Listing
Rules.
Nasdaq provided the Company
until January 2, 2024 to submit to Nasdaq a plan to regain compliance. We submitted the plan to regain compliance in a timely manner,
and on January 11, 2023, Nasdaq advised the Company that it has determined to grant the Company an extension to regain compliance with
the Rule.
The terms of the extension
are as follows: on or before May 13, 2024, the Company must complete certain transactions described in greater detail in the compliance
plan, contemplated to result in the Company increasing its stockholders’ equity to more than $2.5 million, and opt for one of the
two following alternatives to evidence compliance with the Rule: Alternative 1: The Company must furnish to the SEC and Nasdaq
a publicly available report (e.g., a Form 8-K) including: 1. A disclosure of Staff’s deficiency letter and the specific deficiency(ies)
cited; 2. A description of the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement
for continued listing; and 3. An affirmative statement that, as of the date of the report, the Company believes it has regained compliance
with the stockholders’ equity requirement based upon the specific transaction or event referenced in Step 2; or Alternative 2:
The Company must furnish to the SEC and Nasdaq a publicly available report including: 1. Steps 1 & 2 set forth above; 2. A balance
sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or before the report date;
and 3. that the Company believes it satisfies the stockholders’ equity requirement as of the report date. The pro forma balance
sheet must evidence compliance with the stockholders’ equity requirement.
Additionally, in either case
the Company is required to disclose that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’
equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to
delisting.
Regardless of which alternative
the Company chooses, if the Company fails to evidence compliance upon filing its next periodic report with the SEC following the end of
such compliance period (i.e., its Quarterly Report for the Quarter ended June 30, 2024), the Company may be subject to delisting. In the
event the Company does not satisfy these terms, Nasdaq will provide written notification that its securities will be delisted. At that
time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
The Company is currently evaluating
various courses of action to regain compliance and is hopeful that it can regain compliance with Nasdaq’s minimum stockholders’
equity standard within the compliance period. However, there can be no assurance that the Company will be able to complete the transactions
contemplated in the compliance plan, which the Company expects will allow it to regain compliance with the Rule, or that such transactions
will result in the Company regaining compliance with the Rule, within the compliance period granted by Nasdaq, if at all.
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.
Date: January 16, 2024
|
180 LIFE SCIENCES CORP. |
|
|
|
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
Name: |
James N. Woody, M.D., Ph.D. |
|
|
Title: |
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): January 10, 2024
180 LIFE SCIENCES
CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite
200
Palo Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On January 10, 2024, and effective
on January 1, 2024, 180 Life Sciences Corp. (the “Company”) entered into (a) a Fourth Amendment to Amended and
Restated Employment Agreement with James N. Woody, M.D., Ph.D., the Chief Executive Officer and Director of the Company; (b) a Fourth
Amendment to Employment Agreement with Jonathan Rothbard, Ph.D., Chief Scientific Officer of the Company; (c) a Third Amendment to Consulting
Agreement with Lawrence Steinman, M.D., the Executive Co-Chairman of the Company; and (d) a Second Amendment to Consulting Agreement
with Prof. Sir Marc Feldmann, Ph.D., the Executive Co-Chairman of the Company (through CannBioRex Pharma Limited, a corporation
incorporated and registered in England and Wales and an indirect wholly-owned subsidiary of the Company (“CannBioRex”))(collectively,
the “Amendments”), which each amended the compensation agreements currently in place with such individuals.
Pursuant to the Amendments,
each of Dr. Woody and Dr. Rothbard, effective as of January 1, 2024, agreed to a reduction of the base salaries set forth in
their respective amended employment agreements, by 50%, to $245,000 per year for Dr. Woody and to $100,000 per year for Dr. Rothbard,
with the amount of such salary reductions ($20,416 per month for Dr. Woody and $8,333 per month for Dr. Rothbard), accruing monthly in
arrears, to be paid upon the Company raising at least $5,000,000 in funding subsequent to the date of the Amendments (the “Funding
Date”), provided that in the event the Funding Date does not occur prior to March 15, 2025, the amounts accrued will be forgiven
in their entirety.
Also pursuant to the Amendments,
each of Dr. Steinman and Sir Feldmann, effective as of January 1, 2024, agreed to a reduction of the base salaries set forth in their
respective consulting agreements, by 100%, to $0 per year for each of Dr. Steinman and Sir Feldmann, with the amount of such salary reductions
($18,750 per month or $225,000 per year, for Dr. Steinman and £14,167 per month or £170,000 per year, for Sir Feldmann), accruing
monthly in arrears, to be paid on the Funding Date, provided that in the event the Funding Date does not occur prior to March 15, 2025,
the amounts accrued will be forgiven in their entirety.
The foregoing description
of the Amendments does not purport to be complete and is qualified in their entirety by reference to the Amendments, copies of which are
attached as Exhibits 10.1 through Exhibit 10.4, respectively, to this Current Report on Form 8-K
and incorporated herein by reference.
Item 8.01 Other Events.
Also effective on January
1, 2024, the Company took various actions to reduce the compensation payable to certain of its service providers to conserve cash, with
such reductions in compensation in certain cases being accrued until the Funding Date, in the event the Funding Date occurs on or before
March 15, 2025, and forgiven if such Funding Date does not occur on or before such date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
10.1* |
|
Fourth Amendment to Employment Agreement dated January 10, 2024 and effective as of January 1, 2024, between 180 Life Sciences Corp. and James N. Woody, M.D., Ph.D. |
10.2* |
|
Fourth Amendment to Employment Agreement dated January 10, 2024 and effective as of January 1, 2024, between 180 Life Sciences Corp. and Jonathan Rothbard, Ph.D. |
10.3* |
|
Third Amendment to Consulting Agreement dated January 10, 2024 and effective as of January 1, 2024, between 180 Life Sciences Corp. and Lawrence Steinman, M.D. |
10.4* |
|
Second Amendment to Consulting Agreement dated January 10, 2024 and effective as of January 1, 2024, between Cannbiorex Pharma Ltd. and Sir Marc Feldmann |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: January 17, 2024
|
180 LIFE SCIENCES CORP. |
|
|
|
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
Name: |
James N. Woody, M.D., Ph.D. |
|
|
Title: |
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): January 23, 2024
180 LIFE SCIENCES CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (650) 507-0669
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On January 23, 2024, the Board
of Directors of 180 Life Sciences Corp. (the “Company”, “we” and “us”), determined
that no bonuses would be granted to management for the years ended December 31, 2022 or 2023, and that no bonus amounts would be accrued
for the year ended December 31, 2024.
(f)
On April 28, 2023, the Company
filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2023 with the Securities and Exchange Commission
(the “Annual Report”). Pursuant to Instruction 1 to Item 402(n)(2)(iv) of Regulation S-K, the Company omitted
from the Summary Executive Compensation Table included in the Annual Report, final bonus amounts to management with respect to the Company’s
fiscal year ended December 31, 2022 (the “2022 Bonuses”), because the 2022 Bonuses had not yet been determined at the
time the Annual Report was filed.
In accordance with Item
5.02(f) of Form 8-K, the Company is providing a revised Summary Executive Compensation Table, which includes the 2022 Bonuses and
revised total compensation figures for the Company’s fiscal year ended December 31, 2022, below:
Summary Executive Compensation Table
The following table sets forth
certain information concerning compensation earned by or paid to certain persons who we refer to as our “Named Executive Officers”
for services provided for the fiscal years ended December 31, 2022 and 2021. Our Named Executive Officers include persons who
(i) served as our principal executive officer or acted in a similar capacity during the years ended December 31, 2022 and
2021, (ii) were serving at fiscal year-end as our two most highly compensated executive officers, other than the principal executive
officer, whose total compensation exceeded $100,000, and (iii) if applicable, up to two additional individuals for whom disclosure
would have been provided as a most highly compensated executive officer, but for the fact that the individual was not serving as an executive
officer at fiscal year-end.
Name and Principal Position | |
Year | | |
Salary
($) | | |
Bonus
($) | | |
Stock Awards
($) | | |
Option Awards
($) | | |
Non-Equity Incentive Plan Compensation | | |
All Other Compensation ($) | | |
Total ($) | |
James N. Woody | |
| 2022 | | |
$ | 463,500 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 463,500 | |
CEO and Director | |
| 2021 | | |
$ | 448,270 | | |
$ | 50,000 | | |
$ | — | | |
$ | 4,262,492 | (a) | |
$ | — | | |
$ | — | | |
$ | 4,760,762 | |
Ozan Pamir | |
| 2022 | | |
$ | 309,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 309,000 | |
CFO | |
| 2021 | | |
$ | 304,355 | | |
$ | 52,500 | | |
$ | — | | |
$ | 548,035 | (b) | |
$ | — | | |
$ | — | | |
$ | 904,890 | |
Quan Anh Vu(1) | |
| 2022 | | |
$ | 401,700 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 333,490 | (2) | |
$ | 735,190 | |
Former COO and CBO | |
| 2021 | | |
$ | 65,000 | | |
$ | — | | |
$ | — | | |
$ | 846,573 | (c) | |
$ | — | | |
$ | — | | |
$ | 911,573 | |
Jonathan Rothbard | |
| 2022 | | |
$ | 268,906 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 268,906 | |
Chief Scientific Officer | |
| 2021 | | |
$ | 372,034 | | |
$ | 10,000 | | |
$ | 160,671 | (d) | |
$ | 923,534 | (e) | |
$ | — | | |
$ | — | | |
$ | 1,466,239 | |
Does not include perquisites
and other personal benefits or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned
non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. Option Awards and
Stock Awards represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board
Accounting Standard Codification Topic 718. For additional information on the valuation assumptions with respect to the restricted
stock grants, refer to “Note 12 — Stockholders’ Equity” to the audited financial statements included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. No executive officer serving as a director received
any compensation for services on the Board of Directors separate from the compensation paid as an executive for the periods above.
| (1) | On October 29, 2021, the
Board appointed Mr. Quan Anh Vu as Chief Operating Officer/Chief Business Officer (“COO/CBO”) of the Company.
On October 27, 2021, and effective on November 1, 2021, the Company entered into an Employment Agreement with Quan Ahn Vu.
In consideration for performing services under the agreement, the Company agreed to pay Mr. Vu a starting salary of $390,000 per
year. As of the date of this proxy statement, all of the amounts owed to Mr. Vu have been fully paid. Mr. Vu’s employment
agreement was terminated effective January 15, 2023. |
| (2) | Represents amounts paid to Mr.
Vu for the termination of his employment agreement. |
| (a) | Represents the value of ten year
options to purchase 70,000 shares of common stock with an exercise price of $88.60 per share which were granted on February 26,
2021. |
| (b) | Represents the value of ten year
options to purchase 9,000 shares of common stock with an exercise price of $88.60 per share which were granted on February 26,
2021. |
| (c) | Represents the value of ten year
options to purchase 13,750 shares of common stock with an exercise price of $79.00 per share which were granted on December 8,
2021. |
| (d) | Represents the value of 1,215 shares
of common stock issued to Dr. Rothbard in consideration for services rendered to the Company as Chief Scientific Officer on April
7, 2021. |
| (e) | Represents the value of ten year
options to purchase 15,000 shares of common stock with an exercise price of $79.00 per share which were granted on December
8, 2021. |
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.
|
180 LIFE SCIENCES CORP. |
|
|
|
Date: January 29, 2024 |
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
James N. Woody, M.D., Ph.D. |
|
|
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): February 16, 2024
180 LIFE SCIENCES
CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite
200
Palo
Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (650) 507-0669
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 16, 2024, at a Special Meeting (the “Special Meeting”) of the stockholders of 180 Life Sciences Corp. (the
“Company,” “we,” “our,” or “us”), the stockholders
of the Company approved the Second Amendment (“Second Amendment”) to the First Amended and Restated 180 Life Sciences
Corp. 2022 Omnibus Incentive Plan (the First Amended and Restated 2022 Omnibus Incentive Plan, as amended by the Second Amendment, the
“OIP”) in accordance with the voting results set forth below under Item 5.07. The Second Amendment
was originally approved by the Board of Directors of the Company on December 13, 2023, subject to stockholder approval and the Second
Amendment became effective at the time of stockholder approval.
The material terms of the
OIP, as amended by the Second Amendment, were described in the Company’s Definitive Proxy Statement on Schedule 14A (the
“Proxy Statement”) under the caption “Proposal 2 – Adoption of the Second Amendment to the 180 Life
Sciences Corp. 2022 Omnibus Incentive Plan” filed with the Securities and Exchange Commission (SEC) on December 26, 2023. Awards
under the OIP may be made in the form of performance awards, restricted stock, restricted stock units, stock options, which may be either
incentive stock options or non-qualified stock options, stock appreciation rights, other stock-based awards and dividend equivalents.
Awards are generally non-transferable. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision
or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate
number of shares of common stock which may be issued pursuant to awards under the OIP is 4,249,933. The 4,249,933 share limit also applies
to the total number of incentive stock options which may be awarded pursuant to the terms of the OIP. The Second Amendment increased the
maximum number of shares available to be issued under the OIP from 470,000 shares to 4,249,933 shares.
Employees, non-employee
directors, and consultants of the Company and its subsidiaries are eligible to participate in the OIP. Incentive stock options may be
granted under the OIP only to employees of our company and its subsidiaries. Employees, directors and consultants of our company and its
affiliates are eligible to receive all other types of awards under the OIP.
The above description of
the Second Amendment and the OIP does not purport to be complete, and is qualified in its entirety by reference to the full text of the
Second Amendment and the OIP as amended by the Second Amendment, which are attached hereto as Exhibits 10.1 and 10.2,
and are incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At
the Special Meeting, stockholders representing 4,319,708 shares of the Company’s capital stock entitled to vote at the
Special Meeting were present in person or by proxy representing 43.1% of the voting shares issued and outstanding on the record date
of December 18, 2023, and constituting a quorum to conduct business at the Special Meeting. The following sets forth the matters that
were voted upon by the Company’s stockholders at the Special Meeting and the voting results for such matters. These matters are
described in more detail in the Proxy Statement.
At the Special Meeting, stockholders
approved the following proposals, which are set forth in their entirety below.
| 1. | Proposal No. 1: Approval
of an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued
and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive,
with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in
its discretion, at any time after approval of the amendment and prior to February 16, 2025: |
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 3,662,372 | | |
| 653,782 | | |
| 3,554 | | |
| — | |
More votes were cast for approval
of Proposal No. 1, then against Proposal No. 1, and as such Proposal No. 1 was approved at the Special Meeting.
| 2. | Proposal No. 2: Approval
of the adoption of the Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan: |
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 531,011 | | |
| 256,738 | | |
| 4,263 | | |
| 792,012 |
Proposal No. 2 was approved
by approximately 67.0% of the votes cast on the proposal at the Special Meeting, and as such Proposal No. 2 was approved at the Special
Meeting.
| 3. | Proposal No. 3: Approval
of the issuance of shares of our common stock, $0.0001 par value per share, in excess of 19.99% of the issued and outstanding shares
of our common stock, upon the exercise of pre-funded warrants to purchase up to 4,886,878 shares of common stock, with an exercise price
of $0.0001 per share; and warrants to purchase up to 18,128,196 shares of common stock, with an exercise price of $0.17 per share (collectively,
the “Warrants”), at a price less than the Minimum Price as defined by and in accordance with Nasdaq Listing Rule 5635(d): |
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 611,576 | | |
| 175,457 | | |
| 4,979 | | |
| 792,012 | |
Proposal No. 3 was approved
by approximately 77.2% of the votes cast on the proposal at the Special Meeting, and as such Proposal No. 3 was approved at the Special
Meeting.
| 4. | Proposal No. 4: Approval
of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time
of the Special Meeting to approve Proposal Nos. 1 and 3 above: |
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 3,762,247 | | |
| 552,370 | | |
| 5,091 | | |
| — | |
While Proposal No. 4 was approved,
because Proposal Nos. 1 and 3 were also approved, the approval of Proposal No. 4 had no effect.
Item 8.01. Other Events
The
information provided in Item 5.03 is hereby incorporated by reference.
As
a result of the approval of Proposal No. 3 above, the Warrants are now exercisable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
|
180 LIFE SCIENCES CORP. |
|
|
|
Date: February 16, 2024 |
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
James N. Woody, M.D., Ph.D. |
|
|
Chief Executive Officer |
4
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