180 LIFE SCIENCES CORP. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Effective onApril 27, 2023 , the Board of Directors of180 Life Sciences Corp. (the "Company", "we" and "us"), removed the 'Interim' title ofOzan Pamir , the Chief Financial Officer of the Company. (e) OnApril 27, 2023 , and effective onJanuary 1, 2023 , the Company entered into (a) a Third Amendment to Employment Agreement withJames N. Woody , M.D., Ph.D., the Chief Executive Officer and Director of theCompany; (b) a Third Amendment to Employment Agreement withOzan Pamir , the Chief Financial Officer of the Company; and (c) a Third Amendment to Employment Agreement withJonathan 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 ofDr. Woody ,Mr. Pamir andDr. Rothbard of 3.5%, effective as ofJanuary 1, 2023 ; and (b) in the case ofMr. Pamir , a further increase in salary to$380,000 per annum and increase in his target bonus to 40%, effectiveApril 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. EffectiveApril 27, 2023 , the Board of Directors, with the recommendation of the Compensation Committee of the Board of Directors, approved the payment of$111,675 toDr. Woody ;$24,154 toMr. Pamir ; and$50,343 toDr. 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 theSecurities and Exchange Commission (SEC) onApril 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); andJonathan 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, onApril 27, 2023 , based on the recommendation of the Compensation Committee, the Board of Directors determined discretionary bonus compensation for the year endedDecember 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); andDr. Rothbard ($10,000 ). The Board of Directors also determined that no other bonuses would be paid to any executive officer of the Company
for
fiscal 2021.
1
Pursuant to Item 5.02(f)of Form 8-K, such bonus awards as described above, are set forth below together with the other compensation previously reported, and the new total compensation amounts, forDr. Woody ;Mr. Pamir ;Mr. Vu ; andDr. Rothbard for fiscal 2021. Other than to reflect the 2021 bonuses discussed above, all other compensation for the NEOs previously reported in the Summary Executive Compensation Table of the Proxy remains unchanged and is included below to provide complete information regarding such table. No other amounts have changed. Non-Equity All Other Salary Bonus Stock Awards Option Awards Incentive Plan Compensation Total Name and Principal Position Year ($) ($) ($) ($) Compensation ($)(1 ) ($) James N. Woody(1) 2021$ 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 endedDecember 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)
through
2020, effective
Officer of 180, and of our Company, beginning
agreement which entitles
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
180, and, starting
Company. Effective
which entitles him to an annual salary of
Effective
Officer, his salary was increased to $380,000 and his target bonus was
increased to 40%.
(3) On
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
salary of
effective January 15, 2023 .
2
(4)
following the closing of the Business Combination. As of the Business
Combination,
to an annual salary of $375,000 and a target bonus of 50%.
(5) Represents consulting fees paid by
consulting agreement has been terminated.
(6) Based on a
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
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1* Third Amendment to Employment Agreement datedApril 27, 2023 and effective as ofJanuary 1, 2023 , between180 Life Sciences Corp. andJames N. Woody , M.D., Ph.D. 10.2* Third Amendment to Employment Agreement datedApril 27, 2023 and effective as ofJanuary 1, 2023 , between180 Life Sciences Corp. andOzan Pamir 10.3* Third Amendment to Employment Agreement datedApril 27, 2023 and effective as ofJanuary 1, 2023 , between180 Life Sciences Corp. andJonathan Rothbard , Ph.D. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 3
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