Current Report Filing (8-k)
December 14 2021 - 8:32AM
Edgar (US Regulatory)
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2021-12-10
2021-12-10
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2021-12-10
2021-12-10
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2021-12-10
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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 10, 2021
180 LIFE SCIENCES CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware
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001-38105
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90-1890354
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA
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94306
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.0001 per share
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ATNF
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The NASDAQ Stock Market LLC
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Warrants to purchase shares of Common Stock
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ATNFW
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The NASDAQ Stock Market LLC
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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 5.07 Submission of Matters to a Vote of Security
Holders.
On December 10, 2021, 180 Life
Sciences Corp. (“we”, “us” or the “Company”) held its 2021 Annual Meeting of
Stockholders via live audio webcast (the “Meeting”). At the Meeting, an aggregate of 19,440,009.79 shares of voting
stock, or 57.1% of our 34,030,241 total outstanding voting shares (including shares of our common stock, Class C Special Voting Shares
and the Class K Special Voting Shares, which vote together as a single class) as of October 15, 2021, the record date for the Meeting
(the “Record Date”), were present at (including via proxy) or were voted at the Meeting, constituting a quorum. The
following proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A,
filed with the Securities and Exchange Commission on October 19, 2021 (the “Proxy”)), with the results of such voting
as set forth below. Capitalized terms have the meanings given to such terms in the Proxy and this Form 8-K should be read in connection
with the Proxy.
Proposal 1
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Election of Directors
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Lawrence Steinman, M.D.
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10,152,898.79
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76,430.00
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0
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9,210,681.00
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James N. Woody, M.D., Ph.D.
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10,154,780.79
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74,548.00
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0
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9,210,681.00
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Russell T. Ray, MBA
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10,157,951.79
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71,377.00
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0
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9,210,681.00
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Francis Knuettel II, MBA
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10,153,374.79
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75,954.00
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0
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9,210,681.00
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Proposal 2
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Ratification of the appointment of Marcum LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2021
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19,320,928.79
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13,294.00
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105,787.00
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0
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As a result of the above voting,
each of the four (4) Class I director nominees were duly appointed to the Board of Directors by a plurality of the votes cast (there was
no solicitation in opposition to management’s nominees as listed in the proxy statement), each to serve a term of two years and
until their respective successors have been elected and qualified, or until their earlier resignation or removal and proposals 2, which
required the affirmative vote of a majority of the shares present in person or represented by proxy at the Meeting and entitled to vote,
was validly approved by the Company’s stockholders.
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 14, 2021
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180 LIFE SCIENCES CORP.
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By:
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/s/ James N. Woody, M.D., Ph.D.
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Name:
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James N. Woody, M.D., Ph.D.
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Title:
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Chief Executive Officer
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