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180 Life Sciences Corp. (NASDAQ:ATNF), a pharmaceutical preparations company with a market capitalization of $2.79 million, has amended the separation agreement with its former CEO, James N. Woody, according to a recent 8-K filing with the Securities and Exchange Commission. According to InvestingPro data, the company currently faces significant challenges, with a weak financial health score of 1.53 out of 10.
On Monday, the company entered into a First Amendment to the Separation and Release Agreement with Dr. Woody. This amendment replaces a potential future payment of $50,000, contingent on a change of control or significant fundraising within specified periods, with an immediate issuance of 43,166 shares of restricted common stock, valued at $60,000 based on the February 5, 2025 closing price of $1.39 per share. The stock has experienced significant pressure, with InvestingPro showing a year-to-date decline of 24.18% and concerning liquidity metrics, including a current ratio of 0.19.
Additionally, Dr. Woody has agreed to a Voting Agreement, effective the same date, requiring him to vote these shares in line with the recommendations of the company’s Board of Directors for any shareholder meetings or written consents until February 5, 2026, or until he sells all the Separation Shares, or if the company terminates the agreement. To ensure compliance, Dr. Woody has granted Blair Jordan, the company’s CEO, an irrevocable proxy to vote these shares. There is also a restriction on the sale or transfer of the Separation Shares by Dr. Woody until August 5, 2025. Get access to more detailed governance insights and 10+ additional ProTips with InvestingPro.
In other company news, on February 4, 2025, Ryan Smith was appointed as Lead Independent (LON:IOG) Director with an additional annual compensation of $20,000, and Blair Jordan’s appointment as CEO was confirmed, with a salary increase to $240,000 per year effective January 1, 2025.
The issuance of the Separation Shares was conducted in compliance with the Securities Act of 1933, as amended, relying on exemptions from registration requirements. The information is based on a press release statement.
In other recent news, 180 Life Sciences Corp. has reported several significant developments. The company has expanded its stock incentive plan, increasing the maximum number of shares available for issuance from 223,679 to 1,000,000. This move, approved by stockholders, serves to provide a more robust incentive for performance and retention.
Additionally, 180 Life Sciences has announced a securities purchase agreement with several institutional investors, involving the sale of 1,200,000 common stock shares. The company anticipates gross proceeds of approximately $2.9 million from the offerings. Maxim Group LLC is serving as the sole placement agent for the offering.
In a recent executive shift, the company disclosed the immediate resignation of its Chief Financial Officer, Omar Jimenez. Interim CEO, Blair Jordan, has assumed the additional role of principal financial and accounting officer on an interim basis. The company has yet to name a permanent replacement for the CFO position. These are among the recent developments for 180 Life Sciences Corp.
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