Item 3.02. Unregistered Sales of Equity Securities
To the extent the issuance of the Nanchahal Shares (as defined and described
below in Item 8.01, which information is incorporated by reference into this
Item 3.02) is deemed to be "sold or offered" (and not issued under a no-sale
theory), 180 Life Sciences Corp. (the "Company", "us" or "we") claim 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 such issuance, since the foregoing issuance will not involve a public
offering, the recipient is an (a) "accredited investor"; and/or (b) had access
to similar documentation and information as would be required in a Registration
Statement under the Securities Act. The securities were offered without any
general solicitation by us or our representatives. No underwriters or agents
were involved in the foregoing grants and we paid no underwriting discounts or
commissions. The securities are subject to transfer restrictions, and the
certificates evidencing the securities contain/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 the United States absent
registration or an exemption from registration under the Securities Act and any
applicable state securities laws.
Item 8.01. Other Events
Pursuant to the terms of the Consultancy Agreement dated February 22, 2021, as
amended, entered into between Prof Jagdeep Nanchahal, the Chairman of our
Clinical Advisory Committee and the Company, as previously disclosed, Prof
Nanchahal is due certain consideration for prior work performed, including for
completion of the recruitment to the RIDD (Dupuytrens) trial, 434,673 British
Pounds (GBP) (approximately $596,545)("Bonus 2"). Pursuant to the Consultancy
Agreement, Bonus 2 is to be paid at least 50% (fifty percent) or more, as Prof
Nanchahal elects, in shares of the Company's common stock, at a share price of
$3.00 per share, or the share price on the date of the grant, whichever is
lower, with the remainder paid in GBP. Bonus 2 is deemed earned and payable upon
the Company raising a minimum of $15 million in additional funding, through the
sale of debt or equity, after December 1, 2020 (which funding was raised on
August 23, 2021, as previously disclosed).
Effective March 30, 2021, in satisfaction of amounts owed to Prof Nanchahal for
50% of Bonus 2, the Company issued 100,699 shares of the Company's common stock
to Prof Nanchahal. Additionally, on April 15, 2021, in satisfaction of amounts
owed to Prof Nanchahal for an additional 19% of Bonus 2, the Company issued
37,715 of the Company's common stock to Prof Nanchahal. Both issuances were made
under the Company's 2020 Omnibus Incentive Plan.
On August 23, 2021, at the request of Prof. Nanchahal, the Company agreed to
issue Prof. Nanchahal 61,535 shares of common stock in consideration for the
remaining 31% (or 134,748.63 GBP, or $184,605.62) of Bonus 2 (the "Nanchahal
Shares"), based on a $3.00 per share price. The shares will be issued under the
Company's 2020 Omnibus Incentive Plan, which has been approved by stockholders..
1
© Edgar Online, source Glimpses