UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 14, 2021
180 LIFE SCIENCES CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-38105 | | 81-3832378 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA | | 94306 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (650) 507-0669
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
Settlement Agreement
On September 17, 2021, 180 Life Sciences Corp. (the “Company”) entered into a Settlement and Mutual Release Agreement (the “Settlement”) with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”). The Settlement related to certain disputes which had arisen between the parties relating to legal fees which were alleged owed by the Company to Mintz in an aggregate of $1,454,240, before factoring any interest charges.
Pursuant to the Settlement, in full and complete consideration for all amounts owed by the Company to Mintz, the Company agreed to pay Mintz $800,000 in cash, and the parties agreed to provide each other mutual general releases.
The foregoing summary of the material terms of the Settlement 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 10.1, and incorporated by reference in this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Effective on September 14, 2021, the Board of Directors of the Company authorized a discretionary bonus of $30,000 to Ozan Pamir, the Company’s Interim Chief Financial Officer, in consideration for services rendered.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| # | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that 180 Life Sciences Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. |
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 20, 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 |
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