180 Life Sciences Corp. Files 8-K on Director/Officer Changes
Ticker: FRMM · Form: 8-K · Filed: Mar 11, 2024 · CIK: 1690080
Sentiment: neutral
Topics: management-change, corporate-governance, filing
TL;DR
180 Life Sciences is changing its board and exec team, filing an 8-K.
AI Summary
180 Life Sciences Corp. filed an 8-K on March 7, 2024, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also includes financial statements and exhibits, with the company incorporated in Delaware and headquartered in Palo Alto, CA.
Why It Matters
This filing indicates significant changes in the company's leadership and governance structure, which could impact its strategic direction and operational execution.
Risk Assessment
Risk Level: medium — Changes in directors and officers can signal shifts in strategy or internal challenges, requiring closer monitoring.
Key Players & Entities
- 180 Life Sciences Corp. (company) — Registrant
- March 7, 2024 (date) — Earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Palo Alto, CA (location) — Business Address City, State
FAQ
What specific changes were made regarding directors and officers?
The filing reports on the departure of directors, election of directors, and appointment of certain officers, as well as compensatory arrangements for certain officers.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on March 7, 2024.
What is the state of incorporation for 180 Life Sciences Corp.?
The company is incorporated in Delaware.
What is the business address of 180 Life Sciences Corp.?
The business address is 3000 El Camino Real, Bldg 4, Ste 200, Palo Alto, CA 94306.
What other items are included in this 8-K filing besides director and officer changes?
The filing also includes Financial Statements and Exhibits.
Filing Stats: 2,265 words · 9 min read · ~8 pages · Grade level 9.7 · Accepted 2024-03-11 07:03:16
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
- $40,000 — of Messrs. Jimenez and Smith to be paid $40,000 per year as an annual retainer fee for
- $10,000 — ng on the Board; Mr. Jimenez to be paid $10,000 per year for serving as the Chairman of
- $1 million — e as the Company raises an aggregate of $1 million from any source (for greater certainty,
- $400 million — employees and annual revenues exceeding $400 million. Mr. Jimenez is a Certified Public Acco
Filing Documents
- ea0201449-8k_180life.htm (8-K) — 52KB
- ea020144901ex10-1_180life.htm (EX-10.1) — 21KB
- ea020144901ex10-2_180life.htm (EX-10.2) — 20KB
- ex10-1_001.jpg (GRAPHIC) — 3KB
- ex10-2_001.jpg (GRAPHIC) — 3KB
- 0001213900-24-021213.txt ( ) — 330KB
- atnf-20240307.xsd (EX-101.SCH) — 4KB
- atnf-20240307_def.xml (EX-101.DEF) — 26KB
- atnf-20240307_lab.xml (EX-101.LAB) — 36KB
- atnf-20240307_pre.xml (EX-101.PRE) — 25KB
- ea0201449-8k_180life_htm.xml (XML) — 6KB
02 Departure of Directors or Certain Officers; Election of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Resignation of Director On March 7, 2023, Sir Marc Feldmann, Ph.D. provided notice to the Board of Directors of 180 Life Sciences Corp. (the " Company ", " we " and " us ") of his resignation as a member of the Board of Directors, effective on the same date (March 7, 2024). Sir Feldmann's resignation was not the result of any disagreement with the Company relating to the Company's operations, policies or practices, or otherwise. Prior to his resignation, Sir Feldmann served as Co-Executive Chairman of the Company, but did not serve on any committees of the Board of Directors. Sir Feldmann will continue to serve as an employee of one of the Company's subsidiaries. (d) Appointment of New Directors Effective March 7, 2024, the Board of Directors of the Company appointed Omar Jimenez and Ryan L. Smith (collectively, the " Appointees " and the " Appointments ") as members of the Board of Directors (" Board "), which Appointments were effective as of the same date. Mr. Jimenez and Mr. Smith were each appointed as a Class II director, and will serve until the Company's 2024 Annual Meeting of Stockholders, until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. At the same time, the Board, pursuant to the power provided to the Board by the Company's Second Amended and Restated Certificate of Incorporation, as amended, set the number of members of the Board at five (5) members. The Board of Directors determined that each of Messrs. Jimenez and Smith were " independent " pursuant to the rules of the Nasdaq Capital Market and pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and that Mr. Jimenez will be considered the Company's "audit committee financial expert" pursuant to Section (a)(5) of Item 407 of Regulation S-K
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: March 11, 2024 By: /s/ James N. Woody, M.D., Ph.D. James N. Woody, M.D., Ph.D. Chief Executive Officer 4