180 Life Sciences Reports Leadership Changes, Compensation, Shareholder Vote

TL;DR

**180 Life Sciences just dropped an 8-K about leadership changes, new pay deals, and a shareholder vote coming up.**

AI Summary

180 Life Sciences Corp. filed an 8-K on February 16, 2024, reporting on the departure or election of directors and officers, compensatory arrangements, and the submission of matters to a vote of security holders. The filing indicates changes in leadership and potential shifts in executive compensation, along with upcoming shareholder decisions. The company, based in Palo Alto, CA, operates in pharmaceutical preparations.

Why It Matters

This filing signals potential strategic shifts and governance changes at 180 Life Sciences, which could impact its future direction and financial performance.

Risk Assessment

Risk Level: medium — Changes in leadership and compensatory arrangements can introduce uncertainty regarding future company strategy and stability.

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• February 16, 2024 (date) — Date of earliest event reported
• Delaware (location) — State of Incorporation
• Palo Alto, CA (location) — Business address city and state
• 001-38105 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
• $0.17 — common stock, with an exercise price of $0.17 per share (collectively, the " Warrants

Filing Documents

• ea193928-8k_180life.htm (8-K) — 51KB
• ea193928ex10-1_180life.htm (EX-10.1) — 7KB
• ea193928ex10-2_180life.htm (EX-10.2) — 115KB
• 0001213900-24-014908.txt ( ) — 423KB
• atnf-20240216.xsd (EX-101.SCH) — 4KB
• atnf-20240216_def.xml (EX-101.DEF) — 26KB
• atnf-20240216_lab.xml (EX-101.LAB) — 36KB
• atnf-20240216_pre.xml (EX-101.PRE) — 25KB
• ea193928-8k_180life_htm.xml (XML) — 6KB

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. 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 o

07. Submission of Matters to a Vote of Security Holders

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. 1 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, i

01. Other Events

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Second Amendment to 180 Life Sciences Corp. 2022 Omnibus Incentive Plan 10.2* Second Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 3

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. 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

View Full Filing

View this 8-K filing on SEC EDGAR