Item 1.01. Entry into a Material Definitive Agreement

Prof Jagdeep Nanchahal Amendment to Consulting Agreement

On March 31, 2021, 180 Life Sciences Corp. (the "Company") entered into a First Amendment to Consultancy Agreement with Prof. Jagdeep Nanchahal, which amended the Consultancy Agreement entered into with Prof. Nanchahal on February 24, 2021, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2021, to include CannBioRex Pharma Limited, a corporation incorporated and registered in England and Wales ("CannBioRex"), and an indirect wholly-owned subsidiary of the Company, as a party thereto, and to update the prior Consultancy Agreement to provide for cash payments due to Prof. Nanchahal to be paid by CannBioRex, for tax purposes, provide for CannBioRex to be party to certain other provisions of the agreement and to provide for the timing of certain cash bonuses due under the terms of the agreement.

The foregoing summary of the material terms of the First Amendment to Consulting Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibit 10.2, and incorporated by reference in this Item 1.01.

Item 3.02. Unregistered Sales of Equity Securities

On March 30, 2021, the Board of Directors of the Company approved the issuance of 20,910, 22,585, 24,307, and 100,699, shares of restricted common stock to Prof. Marc Feldmann, our Co-Executive Chairman; Dr. Lawrence Steinman, our Co-Executive Chairman; Dr. Jonathan Rothbard, our Chief Scientific Officer; and Prof. Jagdeep Nanchahal, our Chairman of our Clinical Advisory Committee, respectively, under the Company's 2020 Omnibus Incentive Plan, which amounts represented 50% of the amounts currently owed to such persons in consideration for services rendered. The shares issued to Prof. Feldmann, Dr. Rothbard and Dr. Steinman were valued at the closing sales price on March 29, 2021, the last closing sales price prior to the date such issuance was approved by the Board of Directors, and the shares issued to Prof. Nanchahal were valued at $3.00 per share.

We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), for such issuances, since the foregoing issuances did not involve a public offering, the recipients were (a) "accredited investors"; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing grants and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain/will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.




Item 8.01 Other Events.

Effective on March 30, 2021, the Board of Directors appointed Ozan Pamir, the Interim Chief Financial Officer of the Company, as Secretary of the Company.





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Item 9.01. Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Description

10.1            Consultancy Agreement dated February 22, 2021, by and between 180 Life
              Sciences Corp. and Prof Jagdeep Nanchahal (filed as Exhibit 10.1 to the
              Current Report on Form 8-K filed by 180 Life Sciences Corp. on March 3,
              2021, and incorporated by reference herein)(File No. 001-38105)
10.2*           First Amendment to Consultancy Agreement dated March 31, 2021, by and
              between 180 Life Sciences Corp. and Prof Jagdeep Nanchahal




 * Filed herewith.




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