Business Context and Reporting Period
This Form 8-K is filed by 180 Life Sciences Corp. (trading symbol: ATNF), a special purpose acquisition company (SPAC) that completed a business combination on November 6, 2020. The report date is November 27, 2020, with the filing signed on December 1, 2020. The company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
This filing is a current report regarding corporate governance and personnel changes; it does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the reporting period.
Material Changes
- Change in Certifying Accountant: The Audit Committee dismissed WithumSmith+Brown, PC, effective November 30, 2020. Withum served as the auditor from the company's inception through the business combination closing. Marcum LLP was engaged as the new independent registered public accounting firm effective immediately to audit the consolidated financial statements for the year ended December 31, 2020.
- Appointment of Interim CFO: On November 27, 2020, the Board appointed Ozan Pamir as Interim Chief Financial Officer, effective immediately. Mr. Pamir previously served as CFO for 180 Life Corp. (a wholly-owned subsidiary) since October 2018.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future performance. Regarding the change in auditors, the company stated there were no disagreements with the former auditor (Withum) on accounting principles, practices, or auditing scope. Withum's prior reports did not contain adverse opinions, though they included a going concern qualification related to the SPAC's obligation to complete a business combination or liquidate by November 9, 2020.
Important Facts for Investor Verification
- Verify the transition of audit responsibilities from WithumSmith+Brown, PC to Marcum LLP and review the accompanying letter from Withum (Exhibit 16.1).
- Confirm the background and compensation of the new Interim CFO, Ozan Pamir, including his $240,000 annual base salary.
- Note that the business combination with 180 Life Corp. and related entities became effective on November 6, 2020.
- Recognize that this filing does not provide updated financial performance metrics; investors should refer to the most recent 10-K or 10-Q for financial data.