Current Report Filing (8-k)
April 14 2022 - 4:31PM
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2022-04-13
2022-04-13
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2022-04-13
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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): April
13, 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 5.08. Shareholder Director Nominations.
The information in Item
8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.
Item 8.01. Other Events.
2022 Annual Meeting
On April 13, 2022, the Board of
Directors (the “Board”) of 180 Life Sciences Corp. (the “Company”) determined that the Company’s
2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) will be held on June 14, 2022. The time and location
of the 2022 Annual Meeting will be set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with
the Securities and Exchange Commission.
Any stockholder proposal intended
to be considered for inclusion in the Company’s proxy materials for the 2022 Annual Meeting in accordance with Rule 14a-8 or pursuant
to the Company’s Amended and Restated Bylaws (the “Bylaws”) must be delivered to, or mailed to and received at,
the Company’s principal executive offices at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306, Attention: Corporate
Secretary, on or before the close of business on April 25, 2022, which date the Company has determined to be a reasonable time before
it expects to begin to print and distribute its proxy materials prior to the 2022 Annual Meeting. Additionally, any stockholder who intends
to submit a director nomination or who intends to submit a proposal regarding any other matter of business at the 2022 Annual Meeting
other than in accordance with Rule 14a-8 or otherwise must similarly make sure that such nomination or proposal is delivered to, or mailed
and received at, the Company’s principal executive offices on or before the close of business on April 25, 2022.
In addition to complying with
this deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2022 Annual
Meeting must also comply with all applicable Securities and Exchange Commission rules, including Rule 14a-8, Delaware law and the Company’s
Bylaws. Any proposal submitted after the above deadlines will be considered untimely and not properly brought before the 2022 Annual Meeting.
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: April 14, 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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