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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): June 25, 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 5.08. Shareholder Director Nominations.
The information in Item
8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.
Item 8.01. Other Events.
2025 Annual Meeting
On June 25, 2025,
the Board of Directors (the “Board”) of 180 Life Sciences Corp. (the “Company”) determined that
the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on July 24, 2025, provided
that the Company reserves the right to change the date of the Annual Meeting prior thereto. The time and location of the Annual Meeting
will be set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange
Commission.
Shareholders of record of
the Company’s common stock at the close of business on June 30, 2025, will be entitled to notice of, and to vote at, the Annual
Meeting. The Company, however, reserves the right to change the record date prior to the Annual Meeting.
Any shareholder proposal
intended to be considered for inclusion in the Company’s proxy materials for the Annual Meeting in accordance with Rule 14a-8 or
pursuant to the Company’s Bylaws, as amended and restated, must be delivered to, or mailed to and received at, the Company’s
principal executive offices at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306, Attention: Corporate Secretary,
on or before the close of business on July 7, 2025, which date the Company has determined to be a reasonable time before it expects to
begin to print and distribute its proxy materials prior to the Annual Meeting. Additionally, any shareholder who intends to submit a
director nomination or who intends to submit a proposal regarding any other matter of business at the Annual Meeting other than in accordance
with Rule 14a-8 or otherwise must similarly make sure that such nomination or proposal is delivered to, or mailed and received at, the
Company’s principal executive offices on or before the close of business on July 7, 2025.
In addition to complying with
this deadline, shareholder proposals intended to be considered for inclusion in the Company’s proxy materials for the Annual Meeting
must also comply with all applicable Securities and Exchange Commission rules, including Rule 14a-8, Delaware law and the Company’s
Bylaws, as amended and restated. Any proposal submitted after the above deadlines will be considered untimely and not properly brought
before the Annual Meeting.
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 25, 2025
| |
180 LIFE SCIENCES CORP. |
| |
|
| |
By: |
/s/ Blair Jordan |
| |
|
Name: |
Blair Jordan |
| |
|
Title: |
Chief Executive Officer |
2
