false 0001690080 0001690080 2024-02-20 2024-02-20 0001690080 ATNF:CommonStockParValue0.0001PerShareMember 2024-02-20 2024-02-20 0001690080 ATNF:WarrantsToPurchaseSharesOfCommonStockMember 2024-02-20 2024-02-20 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): February 20, 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 8.01. Other Events.

 

On February 12, 2024, the judge in 180 Life Sciences Corp.’s (the “Company’s”) pending lawsuit in the U.S. District Court Northern District of California, San Jose Division, granted a Motion for Partial Summary Judgment against AmTrust International Underwriters DAC (“AmTrust”), which was the premerger directors’ and officers’ insurance policy underwriter for the Company and the Company’s excess insurance carrier, Freedom Specialty Insurance Company (“Freedom”), and ordered as follows:

 

(a)        AmTrust is obligated under its insurance policy with the Company to advance to the Company all defense costs in excess of the deductible that the Company has advanced or will advance to Dr. Marlene Krauss, the Company’s former Chief Executive Officer and Director, and George Hornig, the former Chairman of the Board of Directors, in connection with certain subpoenas issued by the Securities and Exchange Commission; and

 

(b)        upon exhaustion of the AmTrust insurance policy, Freedom is obligated to do the same pursuant to its excess liability insurance policy with the Company.

 

This Order applies until the final disposition of the case, but does not constitute a final judgment, and both the Company and the two insurers retain their rights to contest all applicable issues at trial, which is scheduled for May 12, 2025.

 

The AmTrust insurance policy has a limit of $3 million and the Freedom insurance policy has a limit of $2 million.

 

It is unclear whether the defendants will take steps to appeal this order, the outcome of any such appeal, the timing of our receipt of any funds we may receive pursuant to the order related to reimbursement of amounts related to the Securities and Commission subpoenas, if any, or such amounts that we may ultimately receive.

 

A final judgment following trial could potentially confirm these obligations of the insurers or, alternatively, reverse and require the Company to repay all or certain portions of such advance payments. There is no assurance at this time as to what the final judgment may entail.

 

1

 

 

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.

 

  180 LIFE SCIENCES CORP.
     
Date: February 20, 2024 By:  /s/ James N. Woody, M.D., Ph.D.
    James N. Woody, M.D., Ph.D.
    Chief Executive Officer

 

2

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Feb. 20, 2024
Document Type 8-K
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Document Period End Date Feb. 20, 2024
Entity File Number 001-38105
Entity Registrant Name 180 LIFE SCIENCES CORP.
Entity Central Index Key 0001690080
Entity Tax Identification Number 90-1890354
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3000 El Camino Real
Entity Address, Address Line Two Bldg. 4
Entity Address, Address Line Three Suite 200
Entity Address, City or Town Palo Alto
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94306
City Area Code 650
Local Phone Number 507-0669
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.0001 per share  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol ATNF
Security Exchange Name NASDAQ
Warrants to purchase shares of Common Stock  
Title of 12(b) Security Warrants to purchase shares of Common Stock
Trading Symbol ATNFW
Security Exchange Name NASDAQ

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