Current Report Filing (8-k)
2022年12月30日 - 6:31AM
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2022-12-28
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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 28, 2022
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 1.01. Entry into a Material Definitive Agreement
Prof Jagdeep Nanchahal Amendment to Consulting
Agreement
On December 28, 2022,
180 Life Sciences Corp. (the “Company”) and CannBioRex Pharma
Limited, a corporation incorporated and registered in England and Wales (“CannBioRex”),
and an indirect wholly-owned subsidiary of the Company, entered into a Third Amendment to Consultancy Agreement (the “Third
Amendment”) with Prof. Jagdeep Nanchahal, which amended the Consultancy Agreement originally entered into with Prof.
Nanchahal on February 24, 2021 (as amended to date, the “Consultancy
Agreement”).
The Third Amendment amended
the Consultancy Agreement to provide that the monthly cash fee payable to Prof. Nanchahal pursuant to such agreement would remain at its
current rate, £23,000 per month, through December 31, 2022, and then increase to £35,000 per month during the term of the
Consultancy Agreement from January 1, 2023, until the end of the term of the Consultancy Agreement (collectively, the “Fee”).
The Third Amendment also provided that the Fee will be adjusted yearly with the recommendation of the Board of Directors or the Compensation
Committee of the Company, which will consider in its determination of the amount of such increase, the UK consumer price index and Prof.
Nanchahal’s contributions to advancing the Company’s mission, among other things. The Third Amendment also provided that in
the event the Consultancy Agreement is terminated by the Company for any reason other than cause, Prof. Nanchahal is entitled to a lump
sum payment of 12 months of his monthly fee as at the date of termination.
The foregoing summary of the
material terms of the Third Amendment is not complete and is qualified in its entirety by reference to the full text thereof, a copy of
which is filed herewith as Exhibit 10.1, and incorporated by reference in this Item 1.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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 29, 2022
|
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 |
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