Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 18, 2023, Mr. Quan Vu resigned as Chief Operating/Chief Business Officer of 180 Life Sciences Corp. (the "Company", "we" and "us") effective the same date, and entered into a Separation and Release Agreement with the Company (the "Separation Agreement").

Under the Separation Agreement, the Company agreed to pay Mr. Vu (a) $281,190, less all applicable withholdings and required deductions; and (b) reimburse up to $1,100 a month for eight months for Mr. Vu's health insurance expenses, whether under COBRA or otherwise (collectively, (a) and (b), the "Severance Payment"). The Severance Payment (except for the amounts payable pursuant to (b) which shall be paid by the 15th day of each calendar month during the applicable eight-month period) is required to be paid within 30 days of the Separation Date (the "Payment Date"). In addition to the Severance Payment, by the Payment Date, the Company agreed to pay Mr. Vu $73,645 for accrued backpay, $16,250 for backpay related to a 2021 bonus, and $36,050 for accrued paid time off. Under the Separation Agreement, Mr. Vu agreed that his resignation was voluntary, provided a customary general release to the Company and also agreed to certain confidentiality, non-disclosure, non-solicitation, non-disparagement, and cooperation covenants in favor of the Company.

The foregoing summary of the Separation Agreement is a summary only and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02by reference in its entirety.

The Company is in the process of determining the best course of action going forward for the potential replacement of its Chief Operating/Chief Business Officer. In the interim, to assist the Company in its ongoing potential out-licensing initiatives and business development activities, the Company will continue to rely on the advice and counsel of various consultants including Dr. Glenn Larsen, co-founder and former CEO and Chairman of 180 Therapeutics, LP, a wholly-owned subsidiary of the Company which houses the Company's assets for anti-tumor necrosis factor ("TNF") therapy. Dr. Larsen brings significant experience from his tenure in the discovery, development, partnering and commercialization of pharmaceutical and biotechnology products.





Item 9.01. Exhibits.



(d) Exhibits.



Exhibit No.   Description
10.1*           Separation and Release Agreement, dated January 18, 2023, by and
              between 180 Life Sciences Corp. and Quan Vu
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




*  Filed herewith.
** Furnished herewith.




                                       1

© Edgar Online, source Glimpses