SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2021
180 LIFE SCIENCES CORP.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction
|(Commission File Number)||(IRS Employer|
830 Menlo Avenue, Suite 100
Menlo Park, CA
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: 650-854-4400
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.0001 per share||ATNF||The NASDAQ Stock Market LLC|
|Warrants to purchase shares of Common Stock||ATNFW||The NASDAQ Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
Prof Jagdeep Nanchahal Amendment to Consulting Agreement
On March 31, 2021, 180 Life Sciences Corp. (the “Company”) entered into a First Amendment to Consultancy Agreement with Prof. Jagdeep Nanchahal, which amended the Consultancy Agreement entered into with Prof. Nanchahal on February 24, 2021, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2021, to include CannBioRex Pharma Limited, a corporation incorporated and registered in England and Wales (“CannBioRex”), and an indirect wholly-owned subsidiary of the Company, as a party thereto, and to update the prior Consultancy Agreement to provide for cash payments due to Prof. Nanchahal to be paid by CannBioRex, for tax purposes, provide for CannBioRex to be party to certain other provisions of the agreement and to provide for the timing of certain cash bonuses due under the terms of the agreement.
The foregoing summary of the material terms of the First Amendment to Consulting Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibit 10.2, and incorporated by reference in this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities
On March 30, 2021, the Board of Directors of the Company approved the issuance of 20,910, 22,585, 24,307, and 100,699, shares of restricted common stock to Prof. Marc Feldmann, our Co-Executive Chairman; Dr. Lawrence Steinman, our Co-Executive Chairman; Dr. Jonathan Rothbard, our Chief Scientific Officer; and Prof. Jagdeep Nanchahal, our Chairman of our Clinical Advisory Committee, respectively, under the Company’s 2020 Omnibus Incentive Plan, which amounts represented 50% of the amounts currently owed to such persons in consideration for services rendered. The shares issued to Prof. Feldmann, Dr. Rothbard and Dr. Steinman were valued at the closing sales price on March 29, 2021, the last closing sales price prior to the date such issuance was approved by the Board of Directors, and the shares issued to Prof. Nanchahal were valued at $3.00 per share.
We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), for such issuances, since the foregoing issuances did not involve a public offering, the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing grants and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain/will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Item 8.01 Other Events.
Effective on March 30, 2021, the Board of Directors appointed Ozan Pamir, the Interim Chief Financial Officer of the Company, as Secretary of the Company.
Item 9.01. Financial Statements and Exhibits
|10.1||Consultancy Agreement dated February 22, 2021, by and between 180 Life Sciences Corp. and Prof Jagdeep Nanchahal (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by 180 Life Sciences Corp. on March 3, 2021, and incorporated by reference herein)(File No. 001-38105)|
|10.2*||First Amendment to Consultancy Agreement dated March 31, 2021, by and between 180 Life Sciences Corp. and Prof Jagdeep Nanchahal|
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: April 2, 2021
|180 LIFE SCIENCES CORP.|
|By:||/s/ James N. Woody, M.D., Ph.D..|
|Name: James N. Woody, M.D., Ph.D.|
|Title: Chief Executive Officer|