180 Life Sciences Corp. Files 8-K with Material Agreements & Officer Changes

TL;DR

180 Life Sciences filed an 8-K: new deals, equity sales, and exec changes on Feb 4th.

AI Summary

On February 4, 2025, 180 Life Sciences Corp. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The filing also covers financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including potential new agreements and changes in leadership, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• February 4, 2025 (date) — Earliest event reported
• KBL Merger Corp. IV (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
• $50,000 — rth therein to pay Dr. Woody a bonus of $50,000 (the " Future Contingent Payment "), [A
• $5 million — ; or [B] if the Company raises at least $5 million from any source within 12 months from D
• $60,000 — t Amendment, Dr. Woody agreed to accept $60,000 in shares of restricted common stock of
• $1.39 — bruary 5, 2025, which closing price was $1.39 per share, the " Separation Shares "),
• $20,000 — d agreed to pay Mr. Smith an additional $20,000 per year for his services in such role;
• $240,000 — ncrease in Mr. Jordan's compensation to $240,000 per year, effective January 1, 2025. A

Filing Documents

• ea0230288-8k_180life.htm (8-K) — 37KB
• ea023028801ex10-1_180life.htm (EX-10.1) — 29KB
• ea023028801ex10-2_180life.htm (EX-10.2) — 31KB
• 0001213900-25-011369.txt ( ) — 330KB
• atnf-20250204.xsd (EX-101.SCH) — 4KB
• atnf-20250204_def.xml (EX-101.DEF) — 26KB
• atnf-20250204_lab.xml (EX-101.LAB) — 36KB
• atnf-20250204_pre.xml (EX-101.PRE) — 25KB
• ea0230288-8k_180life_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement On February 5, 2025, 180 Life Sciences Corp. (the " Company ") entered into a First Amendment to Separation and Release Agreement with James N. Woody, the Company's former Chief Executive Officer and director (the " First Amendment "). Pursuant to the First Amendment, Dr. Woody agreed to amend the terms of that certain Separation and Release Agreement dated May 7, 2024, entered into between Dr. Woody and the Company, as described in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 9, 2024, to terminate the prior requirement of the Company set forth therein to pay Dr. Woody a bonus of $50,000 (the " Future Contingent Payment "), [A] if the Company, within the 24 months following the date of Dr. Woody's resignation, complete any corporate transaction, including but not limited to any merger, reverse merger, acquisition, disposal, joint-venture and/or investment involving the Company, which results in a change of control; or [B] if the Company raises at least $5 million from any source within 12 months from Dr. Woody's resignation date. Instead, pursuant to the First Amendment, Dr. Woody agreed to accept $60,000 in shares of restricted common stock of the Company (or 43,166 shares of common stock, based on the closing sales price of the Company's common stock on February 5, 2025, which closing price was $1.39 per share, the " Separation Shares "), in lieu of the Future Contingent Payment which obligation was terminated. The Separation Shares include piggyback registration rights for a resale registration statement relative to the Separation Shares for a period of six (6) months. The First Amendment also required Dr. Woody to enter into a Voting Agreement with the Company. Pursuant to the Voting Agreement, which was entered into on February 5, 2025, by Dr. Woody, the Company, and Blair Jordan, the Company's Chief Executive Officer, solely for t

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 related to the Separation Shares is hereby incorporated by reference into this Item 3.02 . The Separation Shares were issued without registration under the Securities Act of 1933, as amended (the " Securities Act "), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and in reliance on similar exemptions under applicable state laws.

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 4, 2025, the Board of Directors of the Company: (1) appointed independent director Ryan Smith, as Lead Independent Director of the Company, and agreed to pay Mr. Smith an additional $20,000 per year for his services in such role; and (2) approved the appointment of Mr. Blair Jordan as Chief Executive Officer of the Company (previously Mr. Jordan was Interim Chief Executive Officer of the Company). Additionally, also on February 4, 2025, with the recommendation of the Compensation Committee, the Board of Directors approved an increase in Mr. Jordan's compensation to $240,000 per year, effective January 1, 2025. As Lead Independent Director, Mr. Smith: will preside at any meetings of the independent directors, including executive sessions, and as appropriate; will (a) assist in the recruitment of board candidates; (b) have active involvement in board evaluations; (c) have active involvement in establishing committee membership and committee chairs; and (d) have active involvement in the evaluation of the chief executive officer; will work with committee chairs as necessary to ensure committee work is conducted at the committee level and appropriately reported to the board; will communicate with the independent directors between meetings when appropriate; and will recommend consultants and outside advisors to the board as necessary or appropriate. The lead director may also attend meetings of committees on which the lead director is not a member. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* First Amendment to Separation and Release Agreement dated February 5, 2025, between 180 Life Sciences Corp. and James N. Woody 10.2* Voting Agreement dated February 5, 2025, between 180 Life Sciences Corp., James N. Woody and Blair Jordan 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 7, 2025 By: /s/ Blair Jordan Blair Jordan Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR