ETHZilla Corp — Board/Management Information 2023

Dec 21, 2023

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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 17, 2023

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. ☐

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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.

(a) Resignation of Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray as members of the Board of Directors

Effective on December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp. (the “ Company ”).

The resignations of Mr. Knuettel II, Ms. Marrone, Ms. DeLuca, Mr. Gold, and Mr. Ray were in connection with a difference of opinion with the Company on cost cutting initiatives. Mr. Knuettel had served as an Audit Committee Member and a Risk, Safety, Regulatory Committee Member prior to his resignation. Ms. Marrone had served as Chairman of the Risk, Safety, Regulatory Committee and as a Compensation Committee Member prior to her resignation. Ms. DeLuca had served as Chair of the Compensation Committee and as a Nominating and Corporate Governance Committee Member prior to her resignation. Mr. Gold has served as Chair of the Nominating and Corporate Governance Committee and as an Audit Committee Member prior to his resignation. Mr. Ray had served as an Audit Committee Member, Compensation Committee Member and Nominating and Corporate Governance Committee Member prior to his resignation.

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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.

Date: December 21, 2023

/s/ James N. Woody, M.D., Ph.D.
Name:	James N. Woody, M.D., Ph.D.
Title:	Chief Executive Officer

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