Current Report Filing (8-k)
December 29 2022 - 8:31AM
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2022-12-29
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2022-12-29
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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 29, 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 7.01. Regulation FD Disclosure
On
December 29, 2022, 180 Life Sciences Corp. (the “Company”) issued a letter to stockholders from the Company’s
Chief Executive Officer, Dr. James Woody. A copy of the press release (which includes the letter to stockholders) is furnished hereto
as Exhibit 99.1, and incorporated by reference into this Item 7.01.
The
information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of this Report is not
intended to constitute a determination by the Company that the information is material or that the dissemination of the information is
required by Regulation FD.
The
press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, contains forward-looking statements within
the safe harbor provisions of the federal securities laws, including under The Private Securities Litigation Reform Act of 1995, and,
as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s
current expectations and are subject to limitations and qualifications set forth in the press release, as well as in the Company’s
other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ
materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause
the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements.
Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments
as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are
necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that
could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,”
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC
and available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur
after that date, except as otherwise provided by law.
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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