Item 1.01. Entry into a Material Definitive Agreement.
Debt Conversion Agreement
On
Pursuant to the Debt Conversion Agreement:
(a) the Company and Steinman agreed to convert an aggregate of
(b) the Company and Feldmann agreed to convert an aggregate of
The conversion price was equal to the greater of the closing consolidated bid
price or the market price on the date the Conversion Agreement was entered into,
and
Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, each of Steinman and Feldmann agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed to such persons.
The foregoing summary of the terms of the Debt Conversion Agreement is not complete and is qualified in its entirety by reference to the full text of the Debt Conversion Agreement, which is filed as Exhibit 10.1 to this Current Report and is incorporated in this Item 1.01 by reference.
Item 3.02. Unregistered Sales of
The Company claims an exemption from registration pursuant to Section 4(a)(2)
and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the
"Securities Act"), for the issuance of the Debt Conversion Shares, since the
offer and sale of such shares did not involve a public offering and the
recipients were "accredited investors". The securities were offered without any
general solicitation by us or our representatives. No underwriters or agents
were involved in the foregoing issuances and we paid no underwriting discounts
or commissions. The securities are subject to transfer restrictions, and the
certificates evidencing the securities will contain an appropriate legend
stating that such securities have not been registered under the Securities Act
and may not be offered or sold absent registration or pursuant to an exemption
therefrom. The securities were not registered under the Securities Act and such
securities may not be offered or sold in
1
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. 2021 Annual Meeting
On
Any stockholder proposal intended to be considered for inclusion in the
Company's proxy materials for the 2021 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,
In addition to complying with this deadline, stockholder proposals intended to
be considered for inclusion in the Company's proxy materials for the 2021 Annual
Meeting must also comply with all applicable
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1*# Debt Conversion Agreement datedSeptember 30, 2021 , by and between180 Life Sciences Corp. and Dr.Lawrence Steinman andSir Marc Feldmann 104 Inline XBRL for the cover page of this Current Report on Form 8-K * Filed herewith. 2
© Edgar Online, source