false
0001690080
0001690080
2025-06-17
2025-06-17
0001690080
ATNF:CommonStockParValue0.0001PerShareMember
2025-06-17
2025-06-17
0001690080
ATNF:WarrantsToPurchaseSharesOfCommonStockMember
2025-06-17
2025-06-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 17, 2025
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 3.02 Unregistered Sales of Equity Securities.
As previously disclosed in
the Current Report on Form 8-K filed by 180 Life Sciences Corp. (the “Company”, “we” and “us”), with
the Securities and Exchange Commission on June 18, 2025, on June 17, 2025, the Board of Directors of the Company, with the recommendation
of the Compensation Committee of the Board of Directors, approved the grant of stock options to purchase (a) 410,000 shares of common
stock to Blair Jordan, the Chief Executive Officer of the Company (which were issued in the name of his wholly-owned entity, Blair Jordan
Strategy and Finance Consulting Inc.); (b) 25,000 shares of common stock to Eric R. Van Lent, the Chief Accounting Officer of the Company;
(c) 255,000 shares of common stock to Ryan Smith, Lead Director; (d) 165,000 shares of common stock to Stephen H. Shoemaker, director;
and (e) 110,000 shares of common stock to Dr. Lawrence Steinman, director, each in consideration for services rendered and to be rendered
to the Company.
To the extent such grants
are deemed to be “sold or offered” (and not issued under a no-sale theory), we claim an exemption from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for such grants, since
the foregoing grants 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 securities
are subject to transfer restrictions, and 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 June 17, 2025, the Board of Directors of the Company appointed
(a) Stephen H. Shoemaker as Chairperson of the Audit Committee of the Board of Directors (Mr. Ryan Smith moved from Chairman of the Audit
Committee to a member of the Audit Committee), and as a member of the Compensation Committee and Nominating and Corporate Governance Committee,
and (b) Mr. Ryan Smith as the Chairman of the Compensation Committee.
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: June 20, 2025
| |
180 LIFE SCIENCES CORP. |
| |
|
| |
By: |
/s/ Blair Jordan |
| |
|
Name: |
Blair Jordan |
| |
|
Title: |
Chief Executive Officer |
