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): September 5, 2024

180 LIFE SCIENCES CORP.

(Exact Name of Registrant as Specified in Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Effective on September 5, 2024, 180 Life Sciences Corp.’s (the “Company’s”) wholly-owned subsidiary, Cannbiorex Pharma Ltd., a U.K. corporation (“Cannbiorex”) and the Company, entered into a Separation and Release Agreement with Sir Marc Feldmann, the former Co-Executive Chairman of the Company, the former Chief Executive Officer of Cannbiorex, and the current director of Cannbiorex, which was amended to clarify such agreement effective September 5, 2024 (as amended, the “Separation Agreement”).

Under the Separation Agreement, the Company agreed to issue Sir Feldmann 57,328 shares of common stock and options to purchase 20,000 shares of common stock with a term of two years and an exercise price of $1.95 per share, the closing sales price of the Company’s common stock on September 5, 2024, under the Company’s Second Amended and Restated Omnibus Incentive Plan to satisfy amounts owed to Sir Feldmann in consideration for services previously rendered to Cannbiorex. Under the Separation Agreement, Sir Feldmann provided a customary general release to Cannbiorex and the Company, the Company and Cannbiorex provided a release to Sir Feldmann, subject to certain exceptions, and Sir Feldmann also agreed to certain confidentiality, non-disclosure, non-solicitation, non-disparagement, and cooperation covenants in favor of the Company and Cannbiorex. The shares are expected to be issued on September 9, 2024.

Also effective on September 5, 2024, the Company entered into an Indemnification Agreement with Sir Feldmann to provide for indemnification to Sir Feldmann under Delaware law. Among other things, consistent with the Company’s Bylaws, the Indemnification Agreement generally requires that the Company (i) indemnify Sir Feldmann from and against all expenses and liabilities with respect to proceedings to which Sir Feldmann may be subject by reason of Sir Feldmann’s service to the Company and its subsidiaries to the fullest extent authorized or permitted by Delaware law and (ii) advance all expenses incurred by Sir Feldmann in connection with the investigation, defense, settlement or appeal of any proceeding, and in connection with any proceeding to enforce Sir Feldmann’s rights under the Indemnification Agreement.

The foregoing summary of the Separation Agreement and Indemnification Agreement is a summary only and is qualified in its entirety by reference to the Separation Agreement (as amended) and Indemnification, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively and are incorporated into this Item 1.01 by reference in their entirety.

Item 8.01 Other Events.

After the issuance of the shares of common stock to Sir Feldmann discussed above, the Company has 1,026,930 shares of common stock issued and outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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 9, 2024

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