180 Life Sciences Reports Officer/Director Changes, Compensation
Ticker: FRMM · Form: 8-K · Filed: Jan 17, 2024 · CIK: 1690080
Complexity: simple
Sentiment: neutral
Topics: corporate-governance, executive-changes, compensation
TL;DR
**180 Life Sciences Corp. just filed an 8-K about leadership and compensation changes, keep an eye on future impacts.**
AI Summary
180 Life Sciences Corp. filed an 8-K on January 17, 2024, reporting an event that occurred on January 10, 2024. This filing indicates changes related to the departure or election of directors or officers, their compensatory arrangements, and other events. While the specific details of these changes are not fully elaborated in the provided text, the filing signals potential shifts in leadership or executive compensation at 180 Life Sciences Corp. This matters to investors because changes in leadership or compensation structures can impact a company's strategic direction, operational efficiency, and financial health, potentially affecting stock performance.
Why It Matters
Changes in a company's leadership or executive compensation can signal strategic shifts or financial adjustments, directly influencing investor confidence and future stock valuation.
Risk Assessment
Risk Level: medium — The filing indicates changes in leadership or compensation, which can introduce uncertainty regarding future company direction and stability, warranting a medium risk assessment.
Analyst Insight
A smart investor would monitor subsequent filings or press releases from 180 Life Sciences Corp. for specific details regarding the personnel changes and compensation arrangements, as these will provide clarity on the strategic implications and potential impact on the company's future performance.
Key Players & Entities
- 180 Life Sciences Corp. (company) — the registrant filing the 8-K
- January 10, 2024 (date) — date of the earliest event reported
- January 17, 2024 (date) — date the 8-K was filed
- Delaware (company) — state of incorporation for 180 Life Sciences Corp.
- 001-38105 (dollar_amount) — Commission File Number
- 90-1890354 (dollar_amount) — IRS Employer Identification No.
- 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA 94306 (company) — address of principal executive offices
- 650-507-0669 (dollar_amount) — registrant's telephone number
FAQ
What is the primary purpose of this 8-K filing by 180 Life Sciences Corp.?
The primary purpose of this 8-K filing, as indicated by the ITEM INFORMATION, is to report on the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' and 'Other Events' that occurred on January 10, 2024.
When did the event reported in this 8-K filing take place?
The earliest event reported in this 8-K filing occurred on January 10, 2024, as stated under 'Date of Report (Date of earliest event reported): January 10, 2024'.
What is the full legal name and state of incorporation for the registrant?
The exact name of the registrant as specified in its charter is '180 LIFE SCIENCES CORP.', and its state of incorporation is Delaware.
What is the business address and phone number of 180 Life Sciences Corp.?
The business address of 180 Life Sciences Corp. is 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA 94306, and its telephone number is (650) 507-0669.
What specific items are covered under the 'ITEM INFORMATION' section of this 8-K?
The 'ITEM INFORMATION' section covers 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers', 'Other Events', and 'Financial Statements and Exhibits'.
Filing Stats: 1,016 words · 4 min read · ~3 pages · Grade level 8.5 · Accepted 2024-01-17 08:30:35
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
- $245,000 — ended employment agreements, by 50%, to $245,000 per year for Dr. Woody and to $100,000
- $100,000 — $245,000 per year for Dr. Woody and to $100,000 per year for Dr. Rothbard, with the amo
- $20,416 — h the amount of such salary reductions ($20,416 per month for Dr. Woody and $8,333 per
- $8,333 — ns ($20,416 per month for Dr. Woody and $8,333 per month for Dr. Rothbard), accruing m
- $5,000,000 — paid upon the Company raising at least $5,000,000 in funding subsequent to the date of th
- $0 — tive consulting agreements, by 100%, to $0 per year for each of Dr. Steinman and S
- $18,750 — h the amount of such salary reductions ($18,750 per month or $225,000 per year, for Dr.
- $225,000 — salary reductions ($18,750 per month or $225,000 per year, for Dr. Steinman and 14,167 p
Filing Documents
- ea191699-8k_180life.htm (8-K) — 36KB
- ea191699ex10-1_180life.htm (EX-10.1) — 12KB
- ea191699ex10-2_180life.htm (EX-10.2) — 12KB
- ea191699ex10-3_180life.htm (EX-10.3) — 10KB
- ea191699ex10-4_180life.htm (EX-10.4) — 11KB
- 0001213900-24-003899.txt ( ) — 310KB
- atnf-20240110.xsd (EX-101.SCH) — 4KB
- atnf-20240110_def.xml (EX-101.DEF) — 26KB
- atnf-20240110_lab.xml (EX-101.LAB) — 36KB
- atnf-20240110_pre.xml (EX-101.PRE) — 25KB
- ea191699-8k_180life_htm.xml (XML) — 5KB
02 Departure of Directors or Certain
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,
01 Other Events
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.
01 Financial Statements and Exhibits
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) * Filed herewith. 1
SIGNATURES
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 2