Current Report Filing (8-k)
January 18 2023 - 4:29PM
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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): January 13, 2023
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.
As previously reported
in the Current Report on Form 8-K filed by 180 Life Sciences Corp., a Delaware corporation (the “Company”), on December
20, 2022, the Company entered into a warrant agent agreement, dated December 22, 2022 (the “Warrant Agent Agreement”),
with Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), in connection with the
issuance of warrants to purchase up to 2,571,429 shares of common stock of the Company (the “Warrants”) to a certain
institutional investor (the “Purchaser”). The initial exercise date of the Warrants at the time of issuance was June
22, 2023.
As previously reported
in the Current Report on Form 8-K filed by the Company on January 12, 2023, the Company entered into an amendment to the Warrants (the
“Warrant Amendment”) with the Purchaser, pursuant to which the Warrants became exercisable on January 12, 2023.
In
connection with the Warrant Amendment, the Company entered into an amendment to the Warrant Agent Agreement, dated January 13, 2023 (the
“Amendment to the Warrant Agent Agreement”), with the Warrant Agent to reflect the fact that the Warrants became exercisable
on January 12, 2023.
The Amendment to the Warrant
Agent Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description
of the Amendment to the Warrant Agent Agreement is qualified in its entirety by reference to such exhibit.
Item 9.01. 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.
|
180 LIFE SCIENCES CORP. |
|
|
|
Date: January 18, 2023 |
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
James N. Woody, M.D., Ph.D. |
|
|
Chief Executive Officer |
2
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