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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On January 23, 2024, the Board of Directors of 180 Life Sciences Corp. (the “Company”, “we” and “us”), determined that no bonuses would be granted to management for the years ended December 31, 2022 or 2023, and that no bonus amounts would be accrued for the year ended December 31, 2024.
(f)
On April 28, 2023, the Company filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2023 with the Securities and Exchange Commission (the “Annual Report”). Pursuant to Instruction 1 to Item 402(n)(2)(iv) of Regulation S-K, the Company omitted from the Summary Executive Compensation Table included in the Annual Report, final bonus amounts to management with respect to the Company’s fiscal year ended December 31, 2022 (the “2022 Bonuses”), because the 2022 Bonuses had not yet been determined at the time the Annual Report was filed.
In accordance with Item 5.02(f) of Form 8-K, the Company is providing a revised Summary Executive Compensation Table, which includes the 2022 Bonuses and revised total compensation figures for the Company’s fiscal year ended December 31, 2022, below:
Summary Executive Compensation Table
The following table sets forth certain information concerning compensation earned by or paid to certain persons who we refer to as our “Named Executive Officers” for services provided for the fiscal years ended December 31, 2022 and 2021. Our Named Executive Officers include persons who (i) served as our principal executive officer or acted in a similar capacity during the years ended December 31, 2022 and 2021, (ii) were serving at fiscal year-end as our two most highly compensated executive officers, other than the principal executive officer, whose total compensation exceeded $100,000, and (iii) if applicable, up to two additional individuals for whom disclosure would have been provided as a most highly compensated executive officer, but for the fact that the individual was not serving as an executive officer at fiscal year-end.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
| James N. Woody | 2022 | $ | 463,500 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 463,500 | |||||||||||||||||
| CEO and Director | 2021 | $ | 448,270 | $ | 50,000 | $ | — | $ | 4,262,492 | (a) | $ | — | $ | — | $ | 4,760,762 | ||||||||||||||||
| Ozan Pamir | 2022 | $ | 309,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 309,000 | |||||||||||||||||
| CFO | 2021 | $ | 304,355 | $ | 52,500 | $ | — | $ | 548,035 | (b) | $ | — | $ | — | $ | 904,890 | ||||||||||||||||
| Quan Anh Vu(1) | 2022 | $ | 401,700 | $ | — | $ | — | $ | — | $ | — | $ | 333,490 | (2) | $ | 735,190 | ||||||||||||||||
| Former COO and CBO | 2021 | $ | 65,000 | $ | — | $ | — | $ | 846,573 | (c) | $ | — | $ | — | $ | 911,573 | ||||||||||||||||
| Jonathan Rothbard | 2022 | $ | 268,906 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 268,906 | |||||||||||||||||
| Chief Scientific Officer | 2021 | $ | 372,034 | $ | 10,000 | $ | 160,671 | (d) | $ | 923,534 | (e) | $ | — | $ | — | $ | 1,466,239 | |||||||||||||||
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Does not include perquisites and other personal benefits or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. Option Awards and Stock Awards represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718. For additional information on the valuation assumptions with respect to the restricted stock grants, refer to “Note 12 — Stockholders’ Equity” to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. No executive officer serving as a director received any compensation for services on the Board of Directors separate from the compensation paid as an executive for the periods above.
| (1) | On October 29, 2021, the Board appointed Mr. Quan Anh Vu as Chief Operating Officer/Chief Business Officer (“COO/CBO”) of the Company. On October 27, 2021, and effective on November 1, 2021, the Company entered into an Employment Agreement with Quan Ahn Vu. In consideration for performing services under the agreement, the Company agreed to pay Mr. Vu a starting salary of $390,000 per year. As of the date of this proxy statement, all of the amounts owed to Mr. Vu have been fully paid. Mr. Vu’s employment agreement was terminated effective January 15, 2023. |
| (2) | Represents amounts paid to Mr. Vu for the termination of his employment agreement. |
| (a) | Represents the value of ten year options to purchase 70,000 shares of common stock with an exercise price of $88.60 per share which were granted on February 26, 2021. |
| (b) | Represents the value of ten year options to purchase 9,000 shares of common stock with an exercise price of $88.60 per share which were granted on February 26, 2021. |
| (c) | Represents the value of ten year options to purchase 13,750 shares of common stock with an exercise price of $79.00 per share which were granted on December 8, 2021. |
| (d) | Represents the value of 1,215 shares of common stock issued to Dr. Rothbard in consideration for services rendered to the Company as Chief Scientific Officer on April 7, 2021. |
| (e) | Represents the value of ten year options to purchase 15,000 shares of common stock with an exercise price of $79.00 per share which were granted on December 8, 2021. |
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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.
| 180 LIFE SCIENCES CORP. | ||
| Date: January 29, 2024 | By: | /s/ James N. Woody, M.D., Ph.D. |
| James N. Woody, M.D., Ph.D. | ||
| Chief Executive Officer | ||
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