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): December 17, 2020

 

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.)

 

830 Menlo Avenue, Suite 100

Menlo Park, CA

  94025
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 678-570-6791

 

None

(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))

 

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. 

 

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

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)

Effective on December 17, 2020, Shoshana Shendelman, Ph.D. resigned from the Board of Director of 180 Life Sciences Corp. (f/k/a KBL Merger Corp. IV) (the “Company”), due to potential conflicts of interest which have arisen between her position on the Board of Directors and Ms. Shendelman’s other endeavors.

 

Additionally, effective on December 18, 2020, Prof. Richard W. Barker, MA, D.Phil, OBE, resigned from the Board of Directors of the Company, because of other commitments that would not allow him to spend sufficient time on Company matters.

 

Neither Ms. Shendelman’s, nor Mr. Barker’s, resignations were in connection with a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices, and both former directors wished the Company future success.

 

The Board of Directors plans to begin an immediate search for qualified replacements for Ms. Shendelman and Mr. Barker.

 

 

 

SIGNATURE

 

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: December 23, 2020

  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