180 Life Sciences Corp. Files 8-K with Board Changes and Shareholder Votes

TL;DR

180 Life Sciences is changing its board, appointing officers, and holding shareholder votes. Big governance shakeup.

AI Summary

On December 27, 2024, 180 Life Sciences Corp. filed an 8-K report detailing several key events. These include the departure of directors, election of new directors, appointment of officers, and updates on compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and other events, along with financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance changes and potential upcoming shareholder decisions, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in board composition and officer appointments, coupled with shareholder votes, can signal strategic shifts or internal challenges that may affect the company's stability and future prospects.

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• December 27, 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
• $1.68 — common stock with an exercise price of $1.68 per share and cashless exercise rights,

Filing Documents

• ea0226357-8k_180life.htm (8-K) — 51KB
• ea022635701ex10-1_180life.htm (EX-10.1) — 7KB
• ea022635701ex10-2_180life.htm (EX-10.2) — 116KB
• 0001213900-24-113675.txt ( ) — 425KB
• atnf-20241227.xsd (EX-101.SCH) — 4KB
• atnf-20241227_def.xml (EX-101.DEF) — 26KB
• atnf-20241227_lab.xml (EX-101.LAB) — 36KB
• atnf-20241227_pre.xml (EX-101.PRE) — 25KB
• ea0226357-8k_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 December 27, 2024, at the 2024 Annual Meeting (the " Annual Meeting ") of the stockholders of 180 Life Sciences Corp. (the " Company, " " we, " " our, " or " us ") , the stockholders of the Company approved the Third Amendment (" Third Amendment ") to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (the Second Amended and Restated 2022 Omnibus Incentive Plan, as amended by the Third Amendment, the " OIP ") in accordance with the voting results set forth below under Item 5.07 . The Third Amendment was originally approved by the Board of Directors of the Company on October 29, 2024, subject to stockholder approval and the Third Amendment became effective at the time of stockholder approval. The material terms of the OIP, as amended by the Third Amendment, were described in the Company's Definitive Proxy Statement on Schedule 14A (the " Proxy Statement ") under the caption " Proposal 2 – Adoption of the Third Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan " filed with the Securities and Exchange Commission (SEC) on November 12, 2024. 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 1,000,000. The 1,000,000 share limit also applies to the total number of incentive stock options which may be awarded p

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, stockholders representing 759,363 shares of the Company's capital stock entitled to vote at the Annual Meeting were present in person or by proxy representing 38.4% of the voting shares issued and outstanding on the record date of October 31, 2024, and constituting a quorum to conduct business at the Annual Meeting. The following sets forth the matters that were voted upon by the Company's stockholders at the Annual Meeting and the voting results for such matters. These matters are described in more detail in the Proxy Statement. Proposal 1 The two individuals listed below were elected at the Annual Meeting to serve as Class II directors of the Company, each to serve a term of two years and until their respective successors have been elected and qualified, or until such director's resignation or removal, by the following vote: Director Nominee For Withheld Broker Non-Votes Blair Jordan 237,056 31,225 491,082 Ryan Smith 237,192 31,089 491,082 No stockholders abstained from voting on the appointment of the directors of the Company as discussed above. Proposal 2 A management proposal to approve the adoption of the Third Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, was approved by the following vote: For Against Abstain Broker Non-Votes 227,500 29,687 11,094 491,082 Proposal 3 A management proposal to approve on an advisory (non-binding) basis named executive officer compensation, as described in the Proxy Statement, was approved by the following vote: For Against Abstain Broker Non-Votes 226,777 29,194 12,310 491,082 Proposal 4 A management proposal to approve the issuance of more than 20% of the Company's issued and outstanding common stock upon the conversion of Series B Convertible Preferred Stock for the purpose of complying with Nasdaq Listing Rules 5635(a) and (b) , as described in t

01. Other Events

Item 8.01. Other Events The information provided in Item 5.07 is hereby incorporated by reference. As a result of the approval of Proposal No. 4 above, the Company's 1,000,000 outstanding shares of Series B Convertible Preferred Stock are now convertible into common stock pursuant to their terms at a fixed conversion ratio of 1.318 shares of common stock for each 1 share of Series B Convertible Preferred Stock converted, or an aggregate of 1,318,000 shares of common stock. As a result of the approval of Proposal No. 5 above, outstanding warrants to purchase up to 3,000,000 shares of common stock with an exercise price of $1.68 per share and cashless exercise rights, are now exercisable.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Third Amendment to 180 Life Sciences Corp. 2022 Omnibus Incentive Plan 10.2* Third 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: December 31, 2024 By: /s/ Blair Jordan Blair Jordan Interim Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR