Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2022, and effective
on June 1, 2022, 180 Life Sciences Corp. (the “Company”, “we” and “us”) entered
into (a) a Second Amendment to Employment Agreement with James N. Woody, M.D., Ph.D., the Chief Executive Officer and Director of the
Company; (b) a Second Amendment to Employment Agreement with Quan Anh Vu, the Chief Operating Officer and Chief Business Officer of the
Company; (c) a Second Amendment to Employment Agreement with Jonathan Rothbard, Ph.D., Chief Scientific Officer of the Company; and
(d) a Second Amendment to Consulting Agreement with Lawrence Steinman, M.D., the Executive Co-Chairman of the Company (collectively,
the “Second Amendments”), which each amended the compensation agreements currently in place with such individuals.
As previously reported on
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2022, effective as of March
1, 2022, the base salary of each of Dr. Woody, Mr. Vu, and Dr. Rothbard (as increased effective as of January 1, 2022) was reduced by
20% ($92,700, $80,340 and $96,563, respectively) and the base salary of Dr. Steinman was reduced by 25% ($56,250), with the amount of
each such reduction (the “First Accrued Amounts”) to accrue until such time as the Board of Directors determines that
the Company has sufficient cash on hand to pay such First Accrued Amount, which the Company expects will not be until it has raised a
minimum of $15,000,000 (the “Funding Determination Date”).
Pursuant to the Second Amendments,
each of Dr. Woody, Mr. Vu, Dr. Steinman, and Dr. Rothbard, effective as of June 1, 2022, agreed to a further reduction of the base salaries
set forth in their respective amended employment and consulting agreements (the “Base Salaries”) by an amount which,
after taking into account the First Accrued Amounts, equals 50% of their respective Base Salaries ($231,750, $200,850, $112,500, and $193,125,
in total respectively). The reductions to the base salaries of Dr. Woody, Mr. Vu, and Dr. Steinman as affected by the Second Amendments
($139,050, $120,510, $56,250, respectively) (the “Second Accrued Amounts”), are to accrue until such time as the Company
has raised a minimum of $1,000,000 (the “Second Accrued Amount Funding Determination Date”). There will be no accrual
of the $96,562.50 reduction to the base salary of Dr. Rothbard which was affected by his Second Amendment, provided that Dr. Rothbard’s
accrued salary through the effective date of his Second Amendment will continue to remain accrued and will be paid on the Funding Determination
Date.
The foregoing description
of the Second Amendments does not purport to be complete and is qualified in their entirety by reference to the Second Amendments, copies
of which are attached as Exhibits 10.1 through Exhibit 10.4, respectively, to this Current Report on Form
8-K and incorporated herein by reference.