UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
Settlement Agreement
On September 17, 2021, 180 Life Sciences Corp. (the “Company”) entered into a Settlement and Mutual Release Agreement (the “Settlement”) with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”). The Settlement related to certain disputes which had arisen between the parties relating to legal fees which were alleged owed by the Company to Mintz in an aggregate of $1,454,240, before factoring any interest charges.
Pursuant to the Settlement, in full and complete consideration for all amounts owed by the Company to Mintz, the Company agreed to pay Mintz $800,000 in cash, and the parties agreed to provide each other mutual general releases.
The foregoing summary of the material terms of the Settlement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibit 10.1, and incorporated by reference in this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Effective on September 14, 2021, the Board of Directors of the Company authorized a discretionary bonus of $30,000 to Ozan Pamir, the Company’s Interim Chief Financial Officer, in consideration for services rendered.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1*# | Settlement and Mutual Release Agreement dated September 17, 2021, by and between 180 Life Sciences Corp. and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
| * | Filed herewith. |
| # | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that 180 Life Sciences Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. |
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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: September 20, 2021
| 180 LIFE SCIENCES CORP. | ||
| By: | /s/ James N. Woody, M.D., Ph.D. | |
| Name: James N. Woody, M.D., Ph.D. | ||
| Title: Chief Executive Officer | ||
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