180 Life Sciences Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 27, 2024, at the 2024 Annual Meeting (the “Annual Meeting”) of the stockholders of 180 Life Sciences Corp. (the “Company,” “we,” “our,” or “us”), the stockholders of the Company approved the Third Amendment (“Third Amendment”) to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (the Second Amended and Restated 2022 Omnibus Incentive Plan, as amended by the Third Amendment, the “OIP”) in accordance with the voting results set forth below under Item 5.07. The Third Amendment was originally approved by the Board of Directors of the Company on October 29, 2024, subject to stockholder approval and the Third Amendment became effective at the time of stockholder approval.
The material terms of the OIP, as amended by the Third Amendment, were described in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) under the caption “Proposal 2 – Adoption of the Third Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan” filed with the Securities and Exchange Commission (SEC) on November 12, 2024. Awards under the OIP may be made in the form of performance awards, restricted stock, restricted stock units, stock options, which may be either incentive stock options or non-qualified stock options, stock appreciation rights, other stock-based awards and dividend equivalents. Awards are generally non-transferable. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the OIP is 1,000,000. The 1,000,000 share limit also applies to the total number of incentive stock options which may be awarded pursuant to the terms of the OIP. The Third Amendment increased the maximum number of shares available to be issued under the OIP from 223,679 shares to 1,000,000 shares.
Employees, non-employee directors, and consultants of the Company and its subsidiaries are eligible to participate in the OIP. Incentive stock options may be granted under the OIP only to employees of our company and its subsidiaries. Employees, directors and consultants of our company and its affiliates are eligible to receive all other types of awards under the OIP.
The above description of the Third Amendment and the OIP does not purport to be complete, and is qualified in its entirety by reference to the full text of the Third Amendment and the OIP as amended by the Third Amendment, which are attached hereto as Exhibits 10.1 and 10.2, and are incorporated by reference into this Item 5.02.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders representing 759,363 shares of the Company’s capital stock entitled to vote at the Annual Meeting were present in person or by proxy representing 38.4% of the voting shares issued and outstanding on the record date of October 31, 2024, and constituting a quorum to conduct business at the Annual Meeting. The following sets forth the matters that were voted upon by the Company’s stockholders at the Annual Meeting and the voting results for such matters. These matters are described in more detail in the Proxy Statement.
Proposal 1
The two individuals listed below were elected at the Annual Meeting to serve as Class II directors of the Company, each to serve a term of two years and until their respective successors have been elected and qualified, or until such director’s resignation or removal, by the following vote:
| Director Nominee | For | Withheld | Broker Non-Votes | |||
| Blair Jordan | 237,056 | 31,225 | 491,082 | |||
| Ryan Smith | 237,192 | 31,089 | 491,082 |
No stockholders abstained from voting on the appointment of the directors of the Company as discussed above.
Proposal 2
A management proposal to approve the adoption of the Third Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 227,500 | 29,687 | 11,094 | 491,082 |
Proposal 3
A management proposal to approve on an advisory (non-binding) basis named executive officer compensation, as described in the Proxy Statement, was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 226,777 | 29,194 | 12,310 | 491,082 |
Proposal 4
A management proposal to approve the issuance of more than 20% of the Company’s issued and outstanding common stock upon the conversion of Series B Convertible Preferred Stock for the purpose of complying with Nasdaq Listing Rules 5635(a) and (b) , as described in the Proxy Statement, was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 251,556 | 5,012 | 11,713 | 491,082 |
Proposal 5
A management proposal to approve the issuance of more than 20% of the Company’s issued and outstanding common stock upon the exercise of certain outstanding warrants to purchase shares of common stock for the purpose of complying with Nasdaq Listing Rules 5635(a) and (b), as described in the Proxy Statement, was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 251,571 | 5,071 | 11,639 | 491,082 |
Proposal 6
A management proposal to ratify the appointment of M&K CPAs, PLLC, as the Company’s independent auditors for the fiscal year ending December 31, 2024, was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 745,032 | 3,590 | 10,741 | — |
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Item 8.01. Other Events
The information provided in Item 5.07 is hereby incorporated by reference.
As a result of the approval of Proposal No. 4 above, the Company’s 1,000,000 outstanding shares of Series B Convertible Preferred Stock are now convertible into common stock pursuant to their terms at a fixed conversion ratio of 1.318 shares of common stock for each 1 share of Series B Convertible Preferred Stock converted, or an aggregate of 1,318,000 shares of common stock.
As a result of the approval of Proposal No. 5 above, outstanding warrants to purchase up to 3,000,000 shares of common stock with an exercise price of $1.68 per share and cashless exercise rights, are now exercisable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Third Amendment to 180 Life Sciences Corp. 2022 Omnibus Incentive Plan | |
| 10.2* | Third Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
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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: December 31, 2024 | By: | /s/ Blair Jordan |
| Blair Jordan | ||
| Interim Chief Executive Officer | ||
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