Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Effective
on April 27, 2023, the Board of Directors of 180 Life Sciences Corp. (the “Company”, “we” and “us”),
removed the ‘Interim’ title of Ozan Pamir, the Chief Financial Officer of the Company.
(e) On
April 27, 2023, and effective on January 1, 2023, the Company entered into (a) a Third Amendment to Employment Agreement with James N.
Woody, M.D., Ph.D., the Chief Executive Officer and Director of the Company; (b) a Third Amendment to Employment Agreement with Ozan Pamir,
the Chief Financial Officer of the Company; and (c) a Third Amendment to Employment Agreement with Jonathan Rothbard, Ph.D., Chief
Scientific Officer of the Company (collectively, the “Amendments”), which each amended the compensation agreements
currently in place with such individuals.
The Amendments reflect (a)
an increase in the salary of each of Dr. Woody, Mr. Pamir and Dr. Rothbard of 3.5%, effective as of January 1, 2023; and (b) in the case
of Mr. Pamir, a further increase in salary to $380,000 per annum and increase in his target bonus to 40%, effective April 1, 2023, as
well as a change in his title as discussed above.
The foregoing description
of the Amendments does not purport to be complete and is qualified in their entirety by reference to the Amendments, copies of which are
attached as Exhibits 10.1 through Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Effective April 27, 2023,
the Board of Directors, with the recommendation of the Compensation Committee of the Board of Directors, approved the payment of $111,675
to Dr. Woody; $24,154 to Mr. Pamir; and $50,343 to Dr. Rothbard, in back pay owed to such officers.
(f) As
disclosed under the Summary Executive Compensation Table in the Company’s Definitive Schedule 14A Proxy Statement filed with the
Securities and Exchange Commission (SEC) on April 28, 2022, the “Proxy”, the bonuses of our named executive officers
(“NEOs”): James N. Woody, M.D., Ph.D., the Chief Executive Officer and Director of the Company; Ozan Pamir, the then
Interim Chief Financial Officer of the Company; Quan Anh Vu, the then Chief Operating Officer and Chief Business Officer of the Company
(who has since resigned as an officer of the Company); and Jonathan Rothbard, Ph.D., Chief Scientific Officer of the Company, for the
fiscal year ended 2021, could not be calculated as of the date of the filing of the Proxy, as such bonuses had not yet been approved by
the Board of Directors.
Subsequently, on April 27,
2023, based on the recommendation of the Compensation Committee, the Board of Directors determined discretionary bonus compensation for
the year ended December 31, 2021 for the NEOs. Specifically, the Board of Directors agreed to award the following cash bonuses for fiscal
2021: Dr. Woody ($50,000); Mr. Pamir ($22,500, which is in addition to $30,000 previously paid during 2021); and Dr. Rothbard ($10,000).
The Board of Directors also determined that no other bonuses would be paid to any executive officer of the Company for fiscal 2021.
Pursuant to Item 5.02(f)
of Form 8-K, such bonus awards as described above, are set forth below together with the other compensation previously reported, and the
new total compensation amounts, for Dr. Woody; Mr. Pamir; Mr. Vu; and Dr. Rothbard for fiscal 2021. Other than to reflect the 2021 bonuses
discussed above, all other compensation for the NEOs previously reported in the Summary Executive Compensation Table of the Proxy remains
unchanged and is included below to provide complete information regarding such table. No other amounts have changed.
Name and Principal Position | |
Year | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards ($) | | |
Non-Equity
Incentive Plan
Compensation | | |
All Other
Compensation
($)(1) | | |
Total ($) | |
James N. Woody(1) | |
2021 | |
$ | 448,270 | | |
$ | 50,000 | | |
$ | — | | |
$ | 4,262,492 | (a) | |
$ | — | | |
$ | — | | |
$ | 4,760,762 | |
CEO and Director | |
2020 | |
$ | 175,166 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 90,000 | (7) | |
$ | 265,166 | |
Ozan Pamir(2) | |
2021 | |
$ | 304,355 | | |
$ | 52,500 | | |
$ | — | | |
$ | 548,035 | (b) | |
$ | — | | |
$ | — | | |
$ | 904,890 | |
Interim CFO | |
2020 | |
$ | 187,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 112,750 | (5)(6) | |
$ | 299,750 | |
Quan Anh Vu(3) | |
2021 | |
$ | 65,000 | | |
$ | — | | |
$ | — | | |
$ | 846,573 | (c) | |
$ | — | | |
$ | — | | |
$ | 911,573 | |
COO and CBO | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Jonathan Rothbard(4) | |
2021 | |
$ | 372,034 | | |
$ | 10,000 | | |
$ | 160,671 | (d) | |
$ | 923,534 | (e) | |
$ | — | | |
$ | — | | |
$ | 1,466,239 | |
Chief Scientific Officer | |
2020 | |
$ | 333,968 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 333,968 | |
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 13 — STOCKHOLDERS’ EQUITY” to the audited financial statements included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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) | Dr. Woody was a consultant of 180 Life Corp. (“180”)
from January 1, 2020 through June 30, 2020, and was paid $90,000 in consultant fees. On August 13, 2020, effective July 1,
2020, Dr. Woody was hired as the Chief Executive Officer of 180, and of our Company, beginning November 6, 2020. Effective
November 6, 2020, Dr. Woody and the Company entered into an employment agreement which entitles Dr. Woody to an annual
salary of $450,000 and a target bonus of 45%. As of the date of this proxy statement, all of the amounts owed to Dr. Woody have
been fully paid. |
| (2) | On November 9, 2020, Mr. Pamir was hired as the Chief
Financial Officer of 180, and, starting November 27, 2020, Interim Chief Financial Officer of our Company. Effective November 9,
2020, Mr. Pamir has a new employment agreement which entitles him to an annual salary of $300,000 and a target bonus of 30%. Effective
April 27, 2023, Mr. Pamir’s title was changed to Chief Financial Officer, his salary was increased to $380,000 and his target
bonus was increased to 40%. |
| (3) | 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. Mr. Vu’s employment
agreement was terminated effective January 15, 2023. |
| (4) | Dr. Rothbard was the Chief Executive Officer and Chief
Scientific Officer of Katexco Pharmaceuticals Corp., and Chief Scientific Officer of our Company following the closing of the Business
Combination. As of the Business Combination, Dr. Rothbard has a new employment agreement which entitles him to an annual salary
of $375,000 and a target bonus of 50%. |
| (5) | Represents consulting fees paid by CannBioRex Pharmaceuticals
Corp. The consulting agreement has been terminated. |
| (6) | Based on a U.S. dollar to Canadian dollar exchange rate
of 1.3649 on December 31, 2020. |
| (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. |