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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 16, 2024

 

180 LIFE SCIENCES CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38105   90-1890354
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 16, 2024, Mr. Omar Jimenez, 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 immediately. Mr. Jimenez’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

As a result of Mr. Jimenez’s resignation, current Interim Chief Executive Officer, Blair Jordan, assumed the role of principal financial/accounting officer of the Company, effective as of the date of Mr. Jimenez’s resignation, on an interim basis, until such time as a replacement is named. Biographical and other information regarding Mr. Jordan is set forth in the Company’s proxy statement, filed with the Securities and Exchange Commission on November 12, 2024, under the section “Information About Our Executive Officers and Directors—Director Nominees”, and such information is incorporated by reference herein. There are no arrangements or understandings between Mr. Jordan and any other person requiring disclosure under Item 401(b) of Regulation S-K and no transactions with related persons requiring disclosure under Item 404(a) of Regulation S-K, except as disclosed in the proxy statement. Mr. Jordan will not receive any additional compensation in connection with assuming the responsibilities of the principal accounting/financial officer of the Company on an interim basis.

 

 

 

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: December 18, 2024

 

  180 LIFE SCIENCES CORP.
   
  By: /s/ Blair Jordan
    Name:  Blair Jordan
    Title: Interim Chief Executive Officer