UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)/(c)
On September 10, 2024, Mr. Ozan Pamir, the Chief Financial Officer (Principal Financial/Accounting Officer) and Secretary of 180 Life Sciences Corp. (the “Company ”, “we” and “us”), tendered his resignation to the board of directors of the Company (the “Board”), effective September 30, 2024. Mr. Pamir’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On September 11, 2024, the Board resolved to appoint Mr. Omar Jimenez, a current member of the Board, as Chief Financial Officer (Principal Financial/Accounting Officer) and Secretary, to fill the vacancy left by Mr. Pamir’s departure, effective on September 30, 2024.
Mr. Jimenez’s biographical information is set forth in the Company’s Annual Report on Form 10-K (Amendment No. 1)(the “Annual Report”), which the Company filed with the Securities and Exchange Commission on April 29, 2024, under the heading “Item 10. Directors, Executive Officers and Corporate Governance— Omar Jimenez – Class II Director”, and which is incorporated by reference herein.
There are no arrangements or understandings between Mr. Jimenez and any other person pursuant to which Mr. Jimenez was selected to serve as an officer of the Company, nor is Mr. Jimenez a party to any material plan, contract or arrangement (whether or not written) with the Company or a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except in connection with the offer letter entered into between the Company and Mr. Jimenez dated March 4, 2024, as described in the Annual Report under “Item 11. Executive Compensation—Director Compensation”, the description of which is incorporated by reference herein. There are no family relationships between any director or executive officer of the Company, including Mr. Jimenez.
Effective upon his appointment as Chief Financial Officer (Principal Financial/Accounting Officer) and Secretary on September 30, 2024, Mr. Jimenez will step down as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee, and will also step down as a member of, and as Chairman of, the Audit Committee of the Board. The Company intends to add new independent members of the Board in the next few weeks, who will also serve as members of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.
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Item 8.01 Other Events.
On September 12, 2024, the Company filed a press release disclosing the appointment of Mr. Jimenez as Chief Financial Officer of the Company. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01 in its entirety by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release, dated September 12, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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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 12, 2024
| 180 LIFE SCIENCES CORP. | |||
| By: | /s/ Blair Jordan | ||
| Name: | Blair Jordan | ||
| Title: | Interim Chief Executive Officer | ||
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