180 Life Sciences Corp. Files 8-K: Board, Officer, and Financial Updates
Ticker: FRMM · Form: 8-K · Filed: Oct 29, 2024 · CIK: 1690080
Sentiment: neutral
Topics: corporate-governance, financial-reporting, officer-compensation
Related Tickers: ATNF
TL;DR
180 Life Sciences filed an 8-K on Oct 24th covering board changes, officer pay, and financials.
AI Summary
On October 24, 2024, 180 Life Sciences Corp. filed an 8-K report detailing changes in its board of directors and officer compensation. The filing also includes information regarding Regulation FD disclosures and financial statements. The company, formerly known as KBL Merger Corp. IV, is incorporated in Delaware and operates in the pharmaceutical preparations sector.
Why It Matters
This 8-K filing provides crucial updates on the company's leadership and financial reporting, which can impact investor confidence and strategic direction.
Risk Assessment
Risk Level: low — The filing is a routine 8-K reporting standard corporate events and financial disclosures, not indicating immediate operational or financial distress.
Key Numbers
- 001-38105 — SEC File Number (Identifies the company's filing history with the SEC.)
- 90-1890354 — IRS Number (Company's Employer Identification Number.)
Key Players & Entities
- 180 Life Sciences Corp. (company) — Registrant
- KBL Merger Corp. IV (company) — Former Company Name
- October 24, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
FAQ
What specific changes were made to the board of directors or officer positions?
The filing indicates updates related to the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers', but the specific details of these changes are not provided in the excerpt.
What is the nature of the 'Compensatory Arrangements of Certain Officers' mentioned?
The filing lists 'Compensatory Arrangements of Certain Officers' as an item, suggesting disclosures related to executive compensation, but the details are not in the provided text.
What does the 'Regulation FD Disclosure' item entail?
This item indicates that the company is making disclosures in accordance with Regulation Fair Disclosure, which aims to prevent selective disclosure of material non-public information.
What financial information is being reported in this 8-K?
The filing includes 'Financial Statements and Exhibits', suggesting that financial data and supporting documents are being provided, though the specifics are not detailed in the excerpt.
When did 180 Life Sciences Corp. change its name from KBL Merger Corp. IV?
The date of the name change from KBL Merger Corp. IV to 180 Life Sciences Corp. was November 15, 2016.
Filing Stats: 1,708 words · 7 min read · ~6 pages · Grade level 10.4 · Accepted 2024-10-29 08:00:08
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
- $1.68 — of common stock at an exercise price of $1.68 per share (the exercise of which is als
- $50,000 — ter provides for Mr. Goodman to be paid $50,000 per year as an annual retainer fee for
- $15,000 — ainer fee for serving on the Board, and $15,000 per year for serving as Chairperson of
Filing Documents
- ea0218848-8k_180life.htm (8-K) — 50KB
- ea021884801ex10-1_180life.htm (EX-10.1) — 14KB
- ea021884801ex99-1_180life.htm (EX-99.1) — 14KB
- ex10-1_001.jpg (GRAPHIC) — 3KB
- 0001213900-24-091422.txt ( ) — 311KB
- atnf-20241024.xsd (EX-101.SCH) — 4KB
- atnf-20241024_def.xml (EX-101.DEF) — 26KB
- atnf-20241024_lab.xml (EX-101.LAB) — 36KB
- atnf-20241024_pre.xml (EX-101.PRE) — 25KB
- ea0218848-8k_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. (d) Appointment of New Director Effective October 24, 2024, the Board of Directors of 180 Life Sciences Corp. (the " Company ", " we " and " us ") appointed Jay Goodman (the " Appointee " and the " Appointment ") as a member of the Board of Directors (" Board "), which Appointment was effective as of the same date. Mr. Goodman was appointed as a Class I director, and will serve until the Company's 2025 Annual Meeting of Stockholders, until his successor has been duly elected and qualified, or until his 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 Mr. Goodman is " 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. Mr. Goodman is the adult son of Anthony Brian Goodman, who serves as the Chief Executive Officer of Elray Resources, Inc., which entity holds all 1,000,000 outstanding shares of Series B Convertible Preferred Stock of the Company, which as discussed in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 3, 2024, is convertible into 40% of the Company's then outstanding common stock (66.7% of the Company's pre-issuance outstanding shares of common stock), at the time the stockholders of the Company approve such issuance under applicable Nasdaq rules and warrants to purchase 3,000,000 shares of common stock at an exercise price of $1.68 per share (the exercise of which is also subject to stockholder approval). Mr. Goodman is not party to any material plan, contract or arrangem
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On October 29, 2024, the Company issued a press release disclosing Mr. Goodman's appointment and the engagement of a Senior Technology Consultant. A copy of the press release is attached hereto as Exhibit 99.1 , and is incorporated into this Item 7.01 by reference. The information contained in, or incorporated into, this Item 7.01 of this Current Report, is furnished under Item 7.01 of Form 8-K and shall not be deemed " filed " for the purposes of Section 18 of the Exchange Act of 1934, as amended (the " Exchange Act ") or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings. Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1* Offer Letter between 180 Life Science Corp. and Jay Goodman (director) dated October 25, 2024 and effective October 24, 2024 10.2 Form of 180 Life Sciences Corp. Indemnity Agreement (Filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2024), and incorporated herein by reference) 99.1** 180 Life Sciences Corp. Press Release dated October 29, 2024 104 Inline XBRL for the cover page of this Current Report on Form 8-K * Filed herewith. ** Furnished 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: October 29, 2024 By: /s/ Blair Jordan Blair Jordan Interim Chief Executive Officer 4