180 Life Sciences Corp. Files 8-K for Material Definitive Agreement

TL;DR

180 Life Sciences Corp. signed a big deal on Sept 5th, filing an 8-K.

AI Summary

On September 5, 2024, 180 Life Sciences Corp. entered into a material definitive agreement. The company, formerly known as KBL Merger Corp. IV, is incorporated in Delaware and its fiscal year ends on December 31st. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates a significant new agreement for 180 Life Sciences Corp., which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, requiring further analysis of the agreement's terms and implications.

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• KBL Merger Corp. IV (company) — Former Company Name
• September 5, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
• $1.95 — m of two years and an exercise price of $1.95 per share, the closing sales price of t

Filing Documents

• ea0213868-8k_180life.htm (8-K) — 37KB
• ea021386801ex10-1_180life.htm (EX-10.1) — 89KB
• ea021386801ex10-2_180life.htm (EX-10.2) — 99KB
• 0001213900-24-076949.txt ( ) — 492KB
• atnf-20240905.xsd (EX-101.SCH) — 4KB
• atnf-20240905_def.xml (EX-101.DEF) — 26KB
• atnf-20240905_lab.xml (EX-101.LAB) — 36KB
• atnf-20240905_pre.xml (EX-101.PRE) — 25KB
• ea0213868-8k_180life_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Effective on September 5, 2024, 180 Life Sciences Corp.'s (the " Company's ") wholly-owned subsidiary, Cannbiorex Pharma Ltd., a U.K. corporation (" Cannbiorex ") and the Company, entered into a Separation and Release Agreement with Sir Marc Feldmann, the former Co-Executive Chairman of the Company, the former Chief Executive Officer of Cannbiorex, and the current director of Cannbiorex, which was amended to clarify such agreement effective September 5, 2024 (as amended, the " Separation Agreement "). Under the Separation Agreement, the Company agreed to issue Sir Feldmann 57,328 shares of common stock and options to purchase 20,000 shares of common stock with a term of two years and an exercise price of $1.95 per share, the closing sales price of the Company's common stock on September 5, 2024, under the Company's Second Amended and Restated Omnibus Incentive Plan to satisfy amounts owed to Sir Feldmann in consideration for services previously rendered to Cannbiorex. Under the Separation Agreement, Sir Feldmann provided a customary general release to Cannbiorex and the Company, the Company and Cannbiorex provided a release to Sir Feldmann, subject to certain exceptions, and Sir Feldmann also agreed to certain confidentiality, non-disclosure, non-solicitation, non-disparagement, and cooperation covenants in favor of the Company and Cannbiorex. The shares are expected to be issued on September 9, 2024. Also effective on September 5, 2024, the Company entered into an Indemnification Agreement with Sir Feldmann to provide for indemnification to Sir Feldmann under Delaware law. Among other things, consistent with the Company's Bylaws, the Indemnification Agreement generally requires that the Company (i) indemnify Sir Feldmann from and against all expenses and liabilities with respect to proceedings to which Sir Feldmann may be subject by reason of Sir Feldmann's service to the Company and its subsidiaries to the

01 Other Events

Item 8.01 Other Events. After the issuance of the shares of common stock to Sir Feldmann discussed above, the Company has 1,026,930 shares of common stock issued and outstanding .

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1* Separation and Release Agreement dated September 5, 2024 and First Amendment to Separation and Release Agreement dated September 5, 2024, by and between Cannbiorex Pharma Ltd., 180 Life Sciences Corp. and Sir Marc Feldmann 10.2* Indemnity Agreement dated September 3, 2024 and effective September 5, 2024, between 180 Life Sciences Corp. and Sir Marc Feldmann 104 Cover Page Interactive Data File (embedded within the Inline XBRL documents). * 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: September 9, 2024 180 LIFE SCIENCES CORP. By: /s/ Blair Jordan Name: Blair Jordan Title: Interim Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR