UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from: __________ to __________

 Commission File Number: 001-38105

 180 LIFE SCIENCES CORP.

 (Exact name of registrant as specified in its charter)

 Delaware

 90-1890354

 (State or other jurisdiction of

incorporation or organization)

 ( I.R.S. Employer

Identification No.)

 3000 El Camino Real, Bldg. 4, Suite 200

 Palo Alto, CA

 94306

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (650) 507-0669

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share

 ATNF

 The Nasdaq Stock Market LLC (Nasdaq Capital Market)

 Warrants to purchase shares of Common Stock

 ATNFW

 The Nasdaq Stock Market LLC (Nasdaq Capital Market)

 Securities registered pursuant to Section 12(g) of
the Act:

 None.

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of " large accelerated filer, " " accelerated filer " and " smaller reporting
company " and " emerging growth company " in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the voting and non-voting
common stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second
fiscal quarter was $ 1,548,662. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed
that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or
greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are
facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or
more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors
and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates
of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is incorporated by
reference in Part III, Item 12 of this Annual Report on Form 10-K.

 As of March 31, 2025, there were 5,185,780 shares
of common stock issued and outstanding (when including the 1,318,000 shares of common stock issuable upon conversion of the Series B
Convertible Preferred Stock, which shares were in the process of being issued on March 31, 2025, and which shares were issued on April
1, 2025).

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Explanatory Note

 On March 31, 2025, 180
Life Sciences Corp. (" 180 Life," the " Company," " we," " us,"
or " our ") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the " Original
Form 10-K ") with the U.S. Securities and Exchange Commission (the " SEC "). The Original Form 10-K omitted
certain disclosures under Part III, Items 10, 11, 12, 13 and 14 of Form 10-K in reliance on General Instruction G(3) to Form 10-K, which
provides that such information may be either incorporated by reference from the registrant's definitive proxy statement or included
in an amendment to Form 10-K, in either case filed with the SEC not later than 120 days after the end of the fiscal year.

 We currently do not expect
to file our definitive proxy statement for the 2025 annual meeting of our stockholders within 120 days of December 31, 2024. Accordingly,
we are filing this Amendment No. 1 to the Original Form 10-K (this " Amendment No. 1 ") solely to:

 amend Part III, Items 10 ( Directors, Executive Officers
 and Corporate Governance), 11 ( Executive Compensation), 12 ( Security Ownership of Certain Beneficial Owners and Management
 and Related Stockholder Matters), 13 ( Certain Relationships and Related Transactions, and Director Independence) and 14
 ( Principal Accountant Fees and Services) of the Original Form 10-K to include the information required to be disclosed under
 such Items;

 delete the reference on the cover of the Original Form 10-K regarding
 the incorporation by reference into Part III of the Original Form 10-K of portions of our definitive proxy statement to be delivered
 to stockholders and filed with the SEC in connection with the 2025 annual meeting of our stockholders; and

 file new certifications of our principal executive officer and principal
 financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange
 Act of 1934, as amended (the " Exchange Act ").

 This Amendment No. 1 does
not otherwise change or update any of the disclosures set forth in the Original Form 10-K, and, except as expressly stated herein, does
not reflect events occurring after the filing of the Original Form 10-K. This Amendment No. 1 modifies and amends the Original Form 10-K,
and should be read in conjunction with the Original Form 10-K. References to "this Annual Report" contained in this Amendment
No. 1 refer to the Original Form 10-K, as modified and amended by this Amendment No. 1. Capitalized terms not otherwise defined in this
Amendment No. 1 have the meanings given to them in the Original Form 10-K.

 Unless the context requires
otherwise, references to the " Company, " " we, " " us, " " our, "
" 180 Life ", " 180LS " and " 180 Life Sciences Corp. " refer specifically to 180
Life Sciences Corp. and its consolidated subsidiaries. References to " KBL " refer to the Company prior to our November
6, 2020 Business Combination.

 In addition, unless the context
otherwise requires and for the purposes of this Report only:

 " 180 " refers to 180 Life Corp. (f/k/a 180 Life Sciences
 Corp.), our wholly-owned subsidiary.

 " Business Combination " means that certain business
 combination which closed on November 6, 2020, between KBL, KBL Merger Sub, Inc. (" Merger Sub "), 180, Katexco Pharmaceuticals
 Corp. (" Katexco "), CannBioRex Pharmaceuticals Corp. (" CBR Pharma "), 180 Therapeutics L.P. ("180
 LP" and together with Katexco and CBR Pharma, the " 180 Subsidiaries " and, together with 180 Life Sciences
 Corp., the " 180 Parties "), and Lawrence Pemble, in his capacity as representative of the stockholders of the 180
 Parties, whereby KBL acquired the 180 Subsidiaries.

 " CAD " refers to Canadian dollars;

 " Exchange Act " refers to the Securities Exchange
 Act of 1934, as amended;

 " " or " GBP " refers
 to British pounds sterling;

 " SEC " or the " Commission "
 refers to the United States Securities and Exchange Commission; and

 " Securities Act " refers to the Securities Act
 of 1933, as amended.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 ITEM 11. EXECUTIVE COMPENSATION.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

 i

 ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Executive Officers

 The following table sets
forth certain information with respect to our executive officers:

 Name

 Position

 Age

 Blair Jordan

 Chief Executive Officer and Director

 Eric R. Van Lent

 Chief Accounting Officer

 Below is information regarding
each executive officer's biographical information, including their principal occupations or employment for at least the past five years,
and the names of other public companies in which such persons hold or have held directorships during the past five years.

 Blair Jordan —
Chief Executive Officer and Director — Information regarding Mr. Jordan is set forth below under " Classified
Board of Directors ".

 Eric R. Van Lent — Chief
Accounting Officer (Principal Accounting/Financial Officer)

 Eric R. Van Lent is a
seasoned finance and accounting professional with over 20 years of experience optimizing financial operations, streamlining processes,
and driving revenue growth in medium to large organizations. With expertise spanning financial reporting, strategic planning, and enterprise
resource planning (ERP) implementation, he has played a pivotal role in enhancing operational efficiency and profitability across
manufacturing, distribution, software, defense, & Esports industries. Mr. Van Lent has served as a NetSuite advanced financials consultant
with Cumula3 Group since February 2024 and as the managing member of his own consulting firm, EVL Consulting LLC, since February 2020.
Mr. Van Lent previously served as Vice President and Corporate Controller of Engine Media Holdings, Inc., a software/gaming/racing/esports
company from January 2018 to December 2021. In that role, he managed the restructuring and financial oversight of a multi-site international
software business. He played a key role in the company's successful uplisting from the TSX Venture Exchange to Nasdaq and led the implementation
of NetSuite ERP, streamlining financial reporting across multiple global operations. Mr. Van Lent has also held positions at Assa
Abloy, Lockheed Martin, and Flight Line Products, where he successfully executed ERP integrations, automated financial processes, and
led cost-reduction initiatives, achieving multimillion-dollar savings.

 Mr. Van Lent holds a Master
of Business Management in Finance from Norwich University and a Bachelor of Business Management from Pepperdine University.
He is a Certified Public Accountant (CPA) licensed in California. He also served in the United States Navy.

 Classified Board of Directors

 The Board of Directors
is divided into two classes. At each annual general meeting of stockholders, the successors to directors whose terms then expire will
be elected to serve from the time of election and qualification until the second annual meeting following the election. The directors
are divided among the two classes as follows:

 the Class I directors
are Lawrence Steinman, Jay Goodman and Stephen H. Shoemaker, and their terms expire at the annual meeting of stockholders to be held
in 2025; and

 the Class II directors
are Blair Jordan and Ryan Smith, and their terms expire at the annual meeting of stockholders to be held in 2026.

 Any additional directorships
resulting from an increase in the number of directors will be distributed among the two classes so that, as nearly as possible, each
class will consist of one-half of the directors. The division of the Board of Directors into two classes with staggered
two-year terms may delay or prevent a change of our management or a change in control.

 Our current directors
are as follows:

 Name

 Age

 Position With Company

 Date First
 Appointed as
 Officer or

 Directors

 Director Class*

 Class I Directors

 Lawrence Steinman, M.D.

 November 2020

 Class I

 Jay Goodman

 October 2024

 Class I

 Stephen H. Shoemaker

 December 2024

 Class I

 Class II Directors

 Blair Jordan

 February 2024

 Class II

 Ryan Smith

 March 2024

 Class II

 *

 Terms expire at the 2025 annual meeting of stockholders (Class I) and
 the annual meeting of stockholders to be held in 2026 (Class II).

 There is no arrangement
or understanding between our directors and executive officers and any other person pursuant to which any director or officer was or is
to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders
will exercise their voting rights to continue to elect the current Board, except in connection with the Voting Agreements, discussed
below under "Item 13. Certain Relationships and Related Transactions, and Director Independence— Related Party Agreements—Voting
Agreements ". There are also no arrangements, agreements or understandings to our knowledge between non-management stockholders
that may directly or indirectly participate in or influence the management of our affairs.

 Information regarding our current
directors is provided below:

 BLAIR JORDAN –CHIEF EXECUTIVE OFFICER
AND CLASS II DIRECTOR

 Mr. Jordan is an experienced
senior executive and corporate director with experience in both private and public companies across a variety of sectors. Mr. Jordan
is also the Co-Founder and Chief Executive Officer of HighMont Advisors Inc., a Vancouver-based, globally focused strategy and finance
consulting company, specializing in helping clients facing corporate transition; advisory services offered include mergers and acquisitions
(M&A), public and private financing, turnaround and restructuring, corporate and business development, positions he has held since
January 2020. Mr. Jordan also serves as a senior advisor at Evans & Evans, Inc., a Vancouver based strategic finance consulting and
advisory firm, a position he has held since October 2023. Mr. Jordan is also a member of the Executive Committee of the Board of Directors
of Flair Airlines Ltd., a private company, where he shares responsibility for capital markets, corporate development, strategic and risk
management, a position he has held since March 2024.

 Mr. Jordan has extensive
public company Board of Directors experience, including in his current roles as a member of the Board of Directors and Audit Committee
of Minas Metals Ltd. (CSE:MINA); a member of the Board of Directors and Audit Committee, and chair of the Governance Committee and Compensation
Committee of Goldgroup Mining Inc. (TSX:GG); a member of the Board of Directors, Chairman of the Audit Committee and Governance Committee,
and member of the Compensation Committee of Standard Uranium Ltd. (TSXV:STND); and a member of the Board of Directors and Audit Committee
of Timeless Capital Corp. (TSXV:TMC). Mr. Jordan also serves on various private company Board of Directors.

 Mr. Jordan has served
as Chief Executive Officer of the Company since February 2025, previously serving as the Interim Chief Executive Officer of the Company
from May 2024 to February 2025, and also previously served as lead independent director of the Company from February 2024 to May 2024.
Mr. Jordan served as Chief Financial Officer of HeyBryan Media Inc. (CSE: HEY), a peer-to-peer marketplace app connecting independent
contractors to consumers with everyday home maintenance needs, from October 2019 to November 2020. Prior to that he served in several
roles with Ascent Industries Corp. (" Ascent "), including Vice President of Corporate Development (January 2018 –
July 2018); Chief Financial Officer (August 2018 – April 2019); and Interim Chief Executive Officer (November 2018 – April
2019), where he led the company's go-public listing and financing transactions. Mr. Jordan was Interim CEO, CFO, and a director
of Ascent, when on March 1, 2019, the Supreme Court of British Columbia issued an order granting Ascent's application for creditor
protection under the Companies' Creditors Arrangement Act (Canada) (" CCAA "). On April 26, 2019, Mr. Jordan resigned
as an officer and director of Ascent. On May 5, 2020, the receivership was terminated by the court. Mr. Jordan was also a director of
Mjardin Group Inc., a diversified cannabis company from May 26, 2021 to March 22, 2022. PwC, as receiver, determined to place Mjardin
Group Inc. into receivership on March 23, 2022. Mr. Jordan resigned as a director immediately prior to the Order of the Superior Court
of Ontario in that regard.

 Between 2012 and 2017,
Mr. Jordan served as Managing Director and Corporate Director with Echelon Wealth Partners Inc., an investment banking firm, with a focus
in the technology, biotech and diversified industries fields. Mr. Jordan also worked for Credit Suisse Group for nearly ten years in
roles that included Leveraged Finance/Restructuring in Europe, Principal Investing in New York, as well as Special Situations and Convertible
Bonds in Asia. Prior to Credit Suisse, Mr. Jordan was a corporate and securities lawyer with Bennett Jones LLP.

 His management experience
also includes working as CFO and CEO of public companies, and director at a global investment bank. His board experience includes roles
at a Canadian investment bank, health sciences companies, mineral exploration and production companies (uranium and gold), an ultra-low
cost airline and a Capital Pool Corporation.

 Mr. Jordan holds an MBA
from The University of Chicago Booth School of Business, with concentrations in Accounting, Finance, Entrepreneurship and International
Business. He also has an LL.B from the University of British Columbia where he focused on corporate and securities law, and a BA from
the University of Victoria in British Columbia.

 We have concluded that
Mr. Jordan is well qualified to serve on our Board of Directors based upon his significant business experience, including his background
in restructuring, mergers and acquisitions.

 RYAN L. SMITH – CLASS II DIRECTOR,
LEAD DIRECTOR

 Since
December 2019, Mr. Smith has served as Chief Executive Officer of U.S. Energy Corp. (USEG:NASDAQ)(" U.S. Energy "),
an energy company engaged in the development and operation of high-quality energy and industrial gas assets in the United States. Mr.
Smith served as Chief Financial Officer of U.S. Energy from May 2017 to June 2023, and has served as a member of the Board of Directors
of U.S. Energy since January 2021. Mr. Smith consulted for U.S. Energy from January 2017 to May 2017. Prior to holding that position,
Mr. Smith served as Emerald Oil Inc.'s Chief Financial Officer from September 2014 to January 2017 and Vice President of Capital
Markets and Strategy from July 2013 to September 2014. Emerald Oil Inc. filed for Chapter 11 bankruptcy protection in March 2016 and
emerged from bankruptcy in November 2016. Prior to joining Emerald, Mr. Smith was a Vice President in Canaccord Genuity's Investment
Banking Group focused solely on the energy sector. Mr. Smith joined Canaccord Genuity in 2008 and was responsible for the execution of
public and private financing engagements along with mergers and acquisitions advisory services. Prior to joining Canaccord Genuity, Mr.
Smith was an Analyst in the Wells Fargo Energy Group, working solely with upstream and midstream oil and gas companies. Mr. Smith holds
a Bachelor of Business Administration degree in Finance from Texas A&M University.

 We
have concluded that Mr. Smith is well qualified to serve on our Board of Directors based upon his significant business experience, including
his public company background, and capital markets fund raising.

 LAWRENCE STEINMAN – CLASS I DIRECTOR

 Lawrence Steinman, M.D.
served as Executive Co-Chairman of the Board of Directors of the Company from the Closing of the Business Combination in November 2020
to March 2024, and as Executive Chairman of the Board of Directors from March 2024 to May 2024. He also has primary scientific responsibility
for our 7nAChR platform. Dr. Steinman served as Co-Chairman of 180 and as a member of its board of directors since April 2019.
Prior to joining 180, he served on the Board of Directors of Centocor Biotech, Inc., from 1989 to 1998, the Board of Directors of Neurocine
Biosciences from 1997 to 2005, the Board of Directors of Atreca from 2010 - 2019, the Board of Directors of BioAtla, Inc. (NASDAQ:BCAB) from
July 2020 to present (he also serves on the Compensation Committee and Nominating and Corporate Governance Committee of BioAtla), the
Board of Directors of Tolerion, Inc. from 2013 to 2020 and the Board of Directors of Alpha5 Integrin from November 2020 to June 2022,
and the Board of Directors of Pasithea Therapeutics Corp. (NASDAQ:KTTA) from August 2020 to the present. He is currently the George
A. Zimmermann Endowed Chair in the Neurology Department at Stanford University and previously served as the Chair of the Interdepartmental
Program in Immunology at Stanford University Medical School from 2003 to 2011. He is a member of the National Academy of Medicine and
the National Academy of Sciences. He also founded the Steinman Laboratory at Stanford University, which is dedicated to understanding
the pathogenesis of autoimmune diseases, particularly multiple sclerosis and neuromyelitis optica. He received the Frederic Sasse Award
from the Free University of Berlin in 1994, the Sen. Jacob Javits Award from the U.S. Congress from 1988 through 2002, the John Dystel
Prize in 2004 from the National MS Society in the U.S., the Charcot Prize for Lifetime Achievement in Multiple Sclerosis Research in
2011 from the International Federation of MS Societies and the Anthony Cerami Award in Translational Medicine by the Feinstein Institute
of Molecular Medicine in 2015. In 2023, he was honored as a Pioneer in Medicine by the Society for Brain Mapping and Therapeutics. He
also received an honorary Ph. D. from the Hasselt University in 2008, and from the University of Buenos Aires in 2022. He received his
BA (physics) from Dartmouth College in 1968 and his MD from Harvard University in 1973. He also completed a fellowship in chemical
immunology at the Weizmann Institute (1974 - 1977) and was an intern and resident at Stanford University Medical School.

 We believe Dr. Steinman's
extensive experience leading the research and development of numerous therapeutics qualify him to serve as a director.

 JAY GOODMAN – CLASS I DIRECTOR

 Mr. Goodman brings over
10 years of experience in the SaaS industry, more than six years in the iGaming industry, and more than seven years in leadership roles.
Since January 2024, Mr. Goodman has served as a Sales Director (Asia Pacific and Japan) for Docker, Inc. Prior to that, he served in
various sales leadership roles for Confluent from early 2019 through the end of 2023. From June 2016 to June 2022, Mr. Goodman served
as Managing Director of Skywind Games APAC operations. Prior to that, he served as an Enterprise Account Executive with Hootsuite and
in various Account Executive and Sales Representation Roles with Dropbox.

 Throughout his career,
Mr. Goodman has had the privilege of working with dynamic startups such as Confluent, Dropbox, OFX, Skywind, and Hootsuite, and has been
part of three successful IPOs.

 Mr. Goodman graduated
with a bachelor's degree in both Commerce and Economics from The University of New South Wales, Sydney Australia.

 We have concluded that
Mr. Goodman is well qualified to serve on our Board of Directors based upon his significant business experience, including his background
and knowledge in the iGaming and SaaS industries.

 STEPHEN H. SHOEMAKER – CLASS I DIRECTOR

 Mr. Shoemaker is a seasoned
senior executive with extensive leadership experience in the iGaming, hospitality, technology, and real estate development sectors. Over
his career, he has raised more than $2 billion across multiple Chief Executive Officer (CEO) and Chief Financial Officer (CFO) roles.
His expertise spans strategic planning, capital raising, and operations management, with a focus on building high-growth, team-oriented
organizations in both domestic and international markets, including Asia, Canada, and Europe.

 Most recently, from July
2021 to January 2024, Mr. Shoemaker served as CEO of WIN Group, a leading global esports betting company, where he led the company's
strategic direction and growth, focusing on esports content and online wagering. During his tenure, he doubled user registrations on
WIN's content platform, and launched a new licensed iGaming platform aimed at eSports. Prior to that, he provided financial advisory
services to small and medium sized enterprises, including strategic support to WIN Group and financial advisory services for a greenfield
resort project in Colombia.

 From January 2018 to July
2019, Mr. Shoemaker served as the CEO of Engine Media Holdings, Inc. (TSX:GAME and NASDAQ:GAME), an international digital media, entertainment
and technology company, where he led capital raising efforts, streamlined operations, and grew revenue significantly. Earlier in his
career, he held various senior executive roles at Asian Coast Development Ltd. (CEO and Chairman of the Board (2014-2015) and President
and CFO (2008-2014)), an international development company specializing in integrated resort destinations; NuVox Inc., a telecommunications
company based in the southeast and Midwest US (CFO (2003-2008)); GT Group Telecom (CFO (1999-2002)), and Qwest Communications International
Inc. (various roles (1996-1999)), where he developed deep expertise in capital markets, mergers and acquisitions, and international business.
Mr. Shoemaker holds a B.S. in Commerce with a concentration in Accounting from the University of Virginia and is a Certified Public Accountant.

 We have concluded that
Mr. Shoemaker is well qualified to serve on our Board of Directors based upon his significant experience with capital markets, mergers
and acquisitions, and international business, including his background and knowledge in the iGaming industry.

 Director Qualifications

 The Board believes that
each of our directors is highly qualified to serve as a member of the Board. Each of the directors has contributed to the mix of skills,
core competencies and qualifications of the Board. When evaluating candidates for election to the Board, the Board seeks candidates with
certain qualities that it believes are important, including integrity, an objective perspective, good judgment, and leadership skills.
Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe
are highly relevant positions.

 Corporate Governance

 We promote accountability
for adherence to honest and ethical conduct; endeavor to provide full, fair, accurate, timely and understandable disclosure in reports
and documents that we file with the SEC and in other public communications made by us; and strive to be compliant with applicable governmental
laws, rules and regulations.

 Board Leadership Structure

 Our Board of Directors
has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations,
the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the
Company's stockholders.

 We do not currently have
a Chairperson of our Board of Directors. The Board of Directors believes that because we only have five directors, that this leadership
structure is the most effective and efficient for the Company at this time. The Board of Directors does not have a policy as to whether
the Chairman should be an independent director, an affiliated director, or a member of management. The Board of Directors believes that
its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not
materially affect its choice of structure.

 The Board believes that
this leadership structure, including our strong independent Lead Director (Mr. Smith, as discussed below), best serves the Company and
its stockholders at this time by leveraging executive leadership experience while providing effective independent oversight. Independent
leadership remains an important pillar of the Board leadership structure and, as such, the Company continues to have an independent Lead
Director with robust, well-defined responsibilities as set forth below under " Independent Lead Director."

 The Board evaluates its
structure periodically, as well as when warranted by specific circumstances in order to assess which structure is in the best interests
of the Company and its stockholders based on the evolving needs of the Company. This approach provides the Board appropriate flexibility
to determine the leadership structure best suited to support the dynamic demands of our business.

 Risk Oversight

 Effective risk oversight
is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors
discusses risks throughout the year generally or in connection with specific proposed actions. The Board of Directors' approach
to risk oversight includes understanding the critical risks in the Company's business and strategy, evaluating the Company's
risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate
culture of integrity and compliance with legal responsibilities.

 The Board of Directors
exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Company's processes
to manage business and financial risk and financial reporting risk. It also reviews the Company's policies for risk assessment
and assesses steps management has taken to control significant risks. The Compensation Committee oversees risks relating to compensation
programs and policies. In each case management periodically reports to our Board or relevant committee, which provides guidance on risk
assessment and mitigation. The Nominating and Corporate Governance Committee recommends the slate of director nominees for election to
the Company's Board of Directors, identifies and recommends candidates to fill vacancies occurring between annual stockholder meetings,
reviews, evaluates and recommends changes to the Company's Corporate Governance Guidelines, and establishes the process for conducting
the review of the Chief Executive Officer's performance. The Strategy and Alternatives, Risk, Safety and Regulatory Committee oversees
our risk management policies and procedures, reviews our principal risk and compliance policies and our approach to risk management,
deals with risk identification and risk assessment for the principal operational, business, compliance, legal and ethics risks facing
our company, whether internal or external in nature. (The Company's committees are described in greater detail below).

 In the event the Board
has appointed a Chairman, such Chairman can represent the board in communications with stockholders and other stakeholders but cannot
individually (however the full Board can) override our Chief Executive Officer on, any risk matters. Additionally, our Chairman has not
traditionally provided input on design of the Board itself, which instead comes from the full Board. As discussed above, we do not currently
have a Chairman of the Board.

 While the Board and its
committees oversee the Company's strategy, management is charged with its day-to-day execution. To monitor performance against
the Company's strategy, the Board receives regular updates and actively engages in dialogue with management.

 Family Relationships

 There are no family relationships
among executive officers and directors.

 Other Directorships

 None of the directors
of our Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or
which otherwise are required to file periodic reports under the Exchange Act), other than:

 Prof. Steinman (who serves on the Board of Directors of BioAtla,
 Inc. (NASDAQ:BCAB), on the Compensation Committee and Nominating and Corporate Governance Committee of BioAtla and on the Board of
 Directors of Pasithea Therapeutics Corp. (NASDAQ:KTTA)).

 Mr. Jordan, who serves as a member of the Board of Directors and
 Audit Committee of Minas Metals Ltd. (CSE:MINA); as a member of the Board of Directors and Audit Committee, Governance Committee
 and Compensation Committee of Goldgroup Mining Inc. (TSXV:GG); as a member of the Board of Directors, Chairman of the Audit Committee
 and Governance Committee, and member of the Compensation Committee of Standard Uranium Ltd. (TSXV:STND); and as a member of the Board
 of Directors and Chairman of the Audit Committee of Timeless Capital Corp. (TSXV:TMC).

 Mr. Smith, who serves as a member of the Board of Directors of U.S.
 Energy Corp. (USEG:NASDAQ).

 Involvement in Certain Legal Proceedings

 To the best of our knowledge,
except as disclosed in the biographies of such persons below, during the past ten years, none of our directors or executive officers
were involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction
in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities
Futures Trading Commission to have violated a federal or state securities or commodities law; (5) being the subject of, or a party
to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated,
relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation
respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;
or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over
its members or persons associated with a member.

 Board of Directors Meetings

 During the fiscal year
that ended on December 31, 2024, the Board held 30 meetings and took various other actions via the unanimous written consent of the Board
of Directors and the various committees described below. Each director attended at least 75% of all of the Board of Directors meetings
and committee meetings of the committees on which they served, during the fiscal year ended December 31, 2024. All nine of the then Company's
directors attended the Company's 2024 Annual meeting. Each director of the Company is expected to be present at annual meetings
of stockholders, absent exigent circumstances that prevent their attendance. Where a director is unable to attend an annual meeting in
person but is able to do so by electronic conferencing, the Company will arrange for the director's participation by means where
the director can hear, and be heard, by those present at the meeting.

 Board Committee Membership

 Our Board of Directors
has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Strategy
and Alternatives, Risk, Safety and Regulatory Committee. Our Audit Committee, Compensation Committee, and Nominating and Corporate Governance
Committee are composed solely of independent directors. You can review the charters for our standing Audit Committee, Compensation Committee,
and Nominating and Corporate Governance Committee by accessing our public filings at the SEC's web site at www.sec.gov or
on our website at

 The current members of
the committees of our Board of Directors are as follows:

 Director Name

 Audit
 Committee

 Compensation
 Committee

 Nominating,
 Corporate Governance

 Committee

 Strategy and
 Alternatives,
 Risk,
 Safety and
 Regulatory
 Committee

 Blair Jordan

 C

 Lawrence Steinman, M.D.

 Ryan Smith (1)

 C

 M

 C

 M

 Jay Goodman

 M

 C

 M

 Stephen H. Shoemaker

 M

 M

 C - Chairperson of the Committee.

 M - Member of the Committee.

 (1) Lead Independent Director

 Each of these committees
has the duties described below and operates under a charter that has been approved by our Board of Directors.

 Audit Committee

 Nasdaq listing standards
and applicable SEC rules require that the Audit Committee of a listed company be comprised solely of independent directors. We have established
an Audit Committee of the Board of Directors, which currently consists of Mr. Ryan Smith, Mr. Jay Goodman and Mr. Stephen H. Shoemaker.
Each member of the Audit Committee meets the independent director standard under Nasdaq's listing standards and under Rule 10A-3(b)(1) of
the Exchange Act. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr. Smith
qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

 Responsibilities of the
Audit Committee include:

 the appointment, compensation,
retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered
public accounting firm engaged by us;

 pre-approving all audit
and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting
firm engaged by us, and establishing pre-approval policies and procedures;

 reviewing and discussing
with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence;

 setting clear hiring policies
for employees or former employees of the independent registered public accounting firm;

 setting clear policies for
audit partner rotation in compliance with applicable laws and regulations;

 obtaining and reviewing a
report, at least annually, from the independent registered public accounting firm describing (i) the independent auditor's
internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review,
or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding
five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

 reviewing and approving any
related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior
to us entering into such transaction; and

 reviewing with management,
the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,
including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material
issues regarding our consolidated financial statements or accounting policies and any significant changes in accounting standards or
rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation Committee

 We have established a
Compensation Committee of the Board of Directors, which currently consists of Mr. Ryan Smith and Mr. Jay Goodman (Chairman). We
have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

 reviewing and approving on
an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief
Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of
our Chief Executive Officer based on such evaluation in executive session at which the Chief Executive Officer is not present;

 reviewing and approving the
compensation of all of our other executive officers;

 reviewing our executive compensation
policies and plans;

 implementing and administering
our incentive compensation equity-based remuneration plans;

 assisting management in complying
with our proxy statement and annual report disclosure requirements;

 approving all special perquisites,
special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

 producing a report on executive
compensation to be included in our annual proxy statement; and

 reviewing, evaluating and
recommending changes, if appropriate, to the remuneration for directors.

 The Compensation Committee
charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Compensation Committee Interlocks and
Insider Participation

 As described above, the
current members of the Compensation Committee are independent members of our Board of Directors. No member of the Compensation Committee
is an employee or a former employee of the Company. During fiscal 2024, none of our executive officers served on the Compensation Committee
(or its equivalent) or Board of Directors of another entity whose executive officer served on our Compensation Committee. Accordingly,
the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

 Nominating and Governance Committee

 We have established a
Nominating and Governance Compensation Committee of the Board of Directors, which currently consists of Mr. Ryan Smith (Chairman) and
Mr. Jay Goodman. Our Board has determined that each member is independent under applicable Nasdaq listing standards. We have adopted
a Compensation Committee charter, which details the principal functions of the nominating and corporate governance committee. Specific
responsibilities of the Nominating and Corporate Governance Committee include:

 making recommendations to
our Board regarding candidates for directorships;

 making recommendations to
our Board regarding the size and composition of our Board;

 overseeing our corporate
governance policies and reporting; and

 making recommendations to
our Board concerning governance matters.

 Strategy and Alternatives, Risk, Safety
and Regulatory Committee

 We currently have a standing
Strategy and Alternatives, Risk, Safety and Regulatory Committee, including Mr. Blair Jordan (Chairman), Mr. Stephen Shoemaker, and Mr.
Ryan Smith. The Strategy and Alternatives, Risk, Safety and Regulatory Committee's responsibilities encompass overseeing various
processes and strategies related to Company transactions, risk management, safety, and regulatory compliance, including:

 Transaction Review:
Establishing and overseeing procedures for evaluating potential transactions, soliciting proposals, making recommendations, and negotiating
terms.

 Risk Management:
Reviewing and guiding the Company's approach to identifying and assessing key risks, including information security, cybersecurity,
business continuity, and legal risks.

 Strategic Evaluation:
Assessing both solicited and unsolicited strategic opportunities and recommend actions to the Board.

 Compliance Oversight:
Ensuring the Company's adherence to compliance programs, relevant laws, regulations, and corporate policies. This includes reviewing
whistleblower mechanisms, investigations, and legal inquiries.

 Cultural Awareness:
Working to foster a culture of risk awareness and proper risk handling within the Company.

 Privacy & Data
Security: Overseeing privacy and data security risk exposures, mitigation strategies, and updates on legislative developments
impacting these areas.

 CEO Collaboration:
Meeting regularly with the CEO to discuss matters under the committee's scope.

 The Strategy and Alternatives,
Risk, Safety and Regulatory Committee also reviews management's risk tolerance approach from time to time and coordinates risk
mitigation efforts with the Board and other committees.

 Website Availability of Documents

 The charters of the Audit
Committee, Compensation Committee and Nominating and Corporate Governance Committee and our Code of Business Conducts and Ethics can
be found on our website at  Unless specifically
stated herein, documents and information on our website are not incorporated by reference in this report.

 Stockholder Communications with the
Board of Directors

 Our stockholders and other
interested parties may communicate with members of the Board of Directors by submitting such communications in writing to our Corporate
Secretary, 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306, who, upon receipt of any communication other than
one that is clearly marked " Confidential," will note the date the communication was received, open the communication,
make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt
of any communication that is clearly marked " Confidential," our Corporate Secretary will not open the communication,
but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed.
If the correspondence is not addressed to any particular board member or members, the communication will be forwarded to a board member
to bring to the attention of the Board of Directors.

 Lead Independent Director

 On February 4, 2025,
the Board of Directors of the Company appointed independent director Ryan Smith, as Lead Independent Director of the Company.

 As Lead Independent
Director, Mr. Smith: will preside at any meetings of the independent directors, including executive sessions, and as appropriate; will
(a) assist in the recruitment of board candidates; (b) have active involvement in board evaluations; (c) have active involvement
in establishing committee membership and committee chairs; and (d) have active involvement in the evaluation of the chief executive officer;
will work with committee chairs as necessary to ensure committee work is conducted at the committee level and appropriately reported
to the board; will communicate with the independent directors between meetings when appropriate; and will recommend consultants and outside
advisors to the board as necessary or appropriate. The lead director may also attend meetings of committees on which the lead director
is not a member.

 Executive Sessions of the Board of Directors

 The independent members
of our Board of Directors meet in executive session (with no management directors or management present) from time to time. The executive
sessions include whatever topics the independent directors deem appropriate.

 Code of Ethics

 We have adopted a Code
of Ethics applicable to our directors, officers and employees. You can review our Code of Ethics by accessing our public filings
at the SEC's web site at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon
request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on
Form 8-K. There have been no waivers granted with respect to our Code of Ethics to any such officers or employees to date.

 Policy on Equity Ownership

 The Company does not have
a policy on equity ownership at this time.

 Rule 10b5-1 Trading Plans

 Our executive officers
and directors are encouraged to conduct purchase or sale transactions under a trading plan established pursuant to Rule 10b5-1 under
the Exchange Act. Through a Rule 10b5-1 trading plan, the executive officer or director contracts with a broker to buy or sell shares
of our common stock on a periodic basis. The broker then executes trades pursuant to parameters established by the executive officer
or director when entering into the plan, without further direction from them. The executive officer or director may amend or terminate
the plan in specified circumstances.

 Compensation Recovery and Clawback Policies

 Under the Sarbanes-Oxley
Act of 2002 (the " Sarbanes-Oxley Act "), in the event of misconduct that results in a financial restatement that would
have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial
Officer (if any). The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement
policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

 On November 7, 2023, the
Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation
(the " Clawback Policy "), with an effective date of October 2, 2023, in order to comply with the final clawback rules
adopted by the SEC under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (" Rule 10D-1 "),
and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the " Final Clawback Rules ").

 The Clawback Policy provides
for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined
in Rule 10D-1 (" Covered Officers ") of the Company in the event that the Company is required to prepare an accounting
restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer
engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy,
the Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period
of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

 Insider Trading/Anti-Hedging Policies

 The Company has an insider
trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all Company personnel,
including directors, officers, employees, and other covered persons. The Company also plans to follow procedures for the repurchase of
any shares of its securities. The Company believes that its insider trading policy and planned repurchase procedures are reasonably designed
to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

 To ensure compliance with
the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain from the purchase or
sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans. The policy also prohibits
the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in
securities trading and includes specific anti-hedging provisions.

 Pursuant to the anti-hedging
provisions, the Company prohibits executive officers, directors, and employees from engaging in transactions involving derivative securities,
such as put and call options, and short sales, that could generate profit from a decline in the Company's stock price. While other
hedging transactions are not outright banned, they are strongly discouraged as they may misalign the interests of Company insiders with
shareholders and encourage excessive risk-taking.

 The above anti-hedging
restriction does not however apply to stock options granted by the Company, nor does it apply to using Company securities for option
exercises or tax payments in transactions directly with the Company.

 The Company also prohibits
holding Company securities in a margin account or pledging Company securities as collateral for a loan unless the pledgor has the clear
financial capability to repay the loan without resort to the pledged securities.

 A copy of the Company's
insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

 Policy on Timing of Award Grants

 The Compensation Committee
and the Board have not established policies and practices (whether written or otherwise) regarding the timing of option grants, stock
appreciation rights and similar awards, or other awards, in relation to the release of material nonpublic information ("MNPI")
and do not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers,
provided that we do not currently grant stock options to employees or executives. The Company does not time the disclosure of MNPI, whether
positive or negative, for the purpose of affecting the value of executive compensation.

 Delinquent Section 16(a) Reports

 Section 16(a) of
the Exchange Act requires our directors and officers, and persons who beneficially own more than 10% of a registered class of the
Registrant's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of our securities with
the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file.

 Based solely upon our
review of the Section 16(a) filings that have been furnished to us and filed publicly, we believe that during the year ended
December 31, 2024, that no director, executive officer, or beneficial owner of more than 10% of our common stock failed to file
a report on a timely basis.

 ITEM 11. EXECUTIVE COMPENSATION.

 Summary Executive Compensation Table

 The following table sets
forth certain information concerning compensation earned by or paid to certain persons who we refer to as our " Named Executive
Officers " for services provided for the fiscal years ended December 31, 2024 and 2023. Our Named Executive Officers include
persons who (i) served as our principal executive officer or acted in a similar capacity during the years ended December 31, 2024
and 2023, (ii) were serving at fiscal year-end as our two most highly compensated executive officers, other than the principal executive
officer, whose total compensation exceeded $100,000, and (iii) if applicable, up to two additional individuals for whom disclosure
would have been provided as a most highly compensated executive officer, but for the fact that the individual was not serving as an executive
officer at fiscal year-end.

 Name
 and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation

 All Other Compensation ($)

 Total ($)

 Blair Jordan (1)

 2024

 $
 140,107
 (7)

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 140,107

 Chief Executive Officer

 James N. Woody (2)

 2024

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 100,250
 (10)

 $
 100,250

 Former CEO and Former Director

 2023

 $
 567,775

 $
 —

 $
 —

 $
 39,025
 (8)

 $
 —

 $
 50,000
 (11)

 $
 656,800

 Omar Jimenez (3)

 2024

 $
 74,479

 $
 —

 $
 —

 $
 —

 $
 —

 $
 53,584
 (12)

 $
 128,063

 Former CFO

 Ozan Pamir (4)

 2024

 $
 285,000

 $
 —

 $
 —

 $
 —

 $
 —

 $
 285,000

 Former CFO

 2023

 $
 387,741

 $
 —

 $
 —

 $7,805
 (9)

 $
 —

 $
 22,500
 (11)

 $
 418,046

 Quan Anh Vu (5)

 2023

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 384,475
 (13)

 $
 384,475

 Former COO and CBO

 Jonathan Rothbard (6)

 2024

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 (14)

 $

 Former Chief Scientific Officer

 2023

 $
 250,342

 $
 —

 $
 —

 $
 7,805
 (9)

 $
 —

 $
 10,000
 (11)

 $
 268,147

 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 11 — Stockholders' (Deficit) Equity" to the Company's December 31, 2024,
audited financial statements. 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)

 On February 28, 2024, Mr. Blair Jordan was appointed to the Board
 of Directors of the Company. On May 7, 2024, Mr. Jordan was appointed as Interim Chief Executive Officer of the Company. On February
 4, 2025, the Board of Directors of the Company approved the appointment of Mr. Blair Jordan as Chief Executive Officer of the Company.

 (2)

 On May 7, 2024, Dr. James N. Woody resigned as Chief Executive Officer
 (Principal Executive Officer), and as a member of the Board of Directors, of the Company effective the same date, and entered into
 a Separation and Release Agreement with the Company the total fair value of which is included above in "All Other Compensation".
 The Separation and Release Agreement is discussed in greater detail below.

 (3)

 Mr. Omar Jimenez was appointed as a member of the Board of Directors
 of the Company on March 7, 2024, and as Chief Financial Officer of the Company on September 11, 2024, effective September 30, 2024.
 Mr. Jimenez resigned as Chief Financial Officer of the Company on December 16, 2024.

 (4)

 On September 10, 2024, Mr. Ozan Pamir, the Chief Financial Officer
 (Principal Financial/Accounting Officer) and Secretary of the Company tendered his resignation to the Board effective September 30,
 2024.

 (5)

 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.

 (6)

 On May 7, 2024, Dr. Jonathan Rothbard resigned as Chief Scientific
 Officer of the Company of the Company effective the same date, and entered into a Separation and Release Agreement with the Company,
 the total fair value of which is included in "All Other Compensation", above. The Separation and Release Agreement is
 discussed in greater detail below.

 (7)

 Represents amount paid through Blair Jordan Strategy and Finance
 Consulting Inc. (an entity owned by Mr. Jordan).

 (8)

 Represents the value of ten-year options to purchase 3,948 shares
 of common stock with an exercise price of $12.73 per share which were granted on September 4, 2023, which have since expired
 unexercised.

 (9)

 Represents the value of ten-year options to purchase 790 shares
 of common stock with an exercise price of $12.73 per share which were granted on September 4, 2023, which have since expired
 unexercised.

 (10)

 On May 7, 2024, Dr. James N. Woody resigned as Chief Executive Officer
of the Company and entered into a Separation and Release Agreement with the Company. Under the Separation Agreement, the Company agreed
to (a) pay Dr. Woody $50,000 in cash, less all applicable withholdings and required deductions; (b) issue Dr. Woody 25,000 fully-vested
shares of the Company's common stock; and (c) provide Dr. Woody the right to earn an additional $50,000 in the event we complete
a change of control transaction (the " Change of Control Bonus ") within 24 months of the resignation date or we raise
at least $5 million within 12 months from the resignation date, the total fair value of which is included above in "All Other Compensation".
On February 5, 2025, we entered into a First Amendment to Separation and Release Agreement with Dr. Woody (the " First Amendment ").
Pursuant to the First Amendment, Dr. Woody and the Company agreed to amend the terms of the May 7, 2024 Separation and Release Agreement,
to terminate the Change of Control Bonus and for the Company to instead issue Dr. Woody $60,000 in shares of restricted common stock
of the Company (or 43,166 shares of common stock, based on the closing sales price of the Company's common stock on February 5,
2025, which closing price was $1.39 per share, the "Separation Shares").

 (11)

 Represents amounts paid in consideration for a bonus for fiscal
 2021, which were paid in fiscal 2023.

 (12)

 Includes $48,334 paid as consideration for services rendered as
 a member of the Board of Directors during 2024 and $5,270 of health insurance premiums.

 (13)

 Represents $368,225 paid to Mr. Vu pursuant to the terms of a settlement
 agreement in connection with the termination of his employment agreement.

 (14)

 On May 7, 2024, Dr. Jonathan Rothbard resigned as Chief Scientific
 Officer of the Company effective the same date, and entered into a Separation and Release Agreement with the Company. Under the Separation
 Agreement, the Company agreed to pay Dr. Rothbard $200 in cash, less all applicable withholdings and required deductions, the total
 fair value of which is included in "All Other Compensation", above.

 Bonuses

 No bonuses were paid to
the officers named in the table above during the fiscal year ended December 31, 2024 or 2023.

 Current Compensation Agreements

 Jordan Consulting Agreement

 On May 7, 2024, the Company
entered into an Executive Consulting Agreement with Mr. Blair Jordan and Blair Jordan Strategy and Finance Consulting Inc. (an entity
owned by Mr. Jordan) (" Jordan Consulting " and the " Original Jordan Consulting Agreement "). Pursuant
to the Original Jordan Consulting Agreement, the Company agreed to engage Jordan Consulting to provide the services of Mr. Jordan to
the Company as Interim Chief Executive Officer of the Company. The Original Jordan Consulting Agreement had a term through April 30,
2025, and provided for Mr. Jordan to act as Interim Chief Executive Officer of the Company, and to be paid $216,000 per year in consideration
for services rendered to the Company, plus a $250,000 bonus in the event that the Company completes a Corporate Transaction. A " Corporate
Transaction " includes any corporate transaction by the Company, which occurs during the term, including but not limited to
any merger, reverse merger, acquisition, disposal, joint-venture and/or investment involving the Company, which results in a Change of
Control of the Company. For the purpose of the Agreement " Change of Control " means any corporate transaction pursuant
to which the ownership of an aggregate of 50.1% or more of the outstanding shares of the Company is held by one or more parties after
completing the Corporate Transaction.

 On February 4, 2025,
the Board of Directors of the Company approved the appointment of Mr. Blair Jordan as Chief Executive Officer of the Company and an increase
in Mr. Jordan's compensation to $240,000 per year, effective January 1, 2025.

 On February 20, 2024,
the Company entered into an Executive Consulting Agreement with Mr. Blair Jordan dated February 21, 2024, and Jordan Consulting (the
" Jordan Consulting Agreement "). The Jordan Consulting Agreement replaced and superseded the Original Consulting Agreement
with Mr. Jordan.

 Pursuant to the Jordan
Consulting Agreement, the Company agreed to continue to engage Jordan Consulting to provide the services of Mr. Jordan to the Company
as Chief Executive Officer of the Company. The Jordan Consulting Agreement has a term beginning effective January 1, 2025, and continuing
through December 31, 2026, unless otherwise terminated pursuant to the terms of the agreement (discussed below), provided that in the
event that the parties have not agreed to an extension or termination of the Jordan Consulting Agreement with at least 30 days written
notice at the end of the term, the agreement automatically renews for successive terms of one year upon the expiration of the primary
term or any renewal.

 The Jordan Consulting
Agreement provides for Mr. Jordan to act as Chief Executive Officer of the Company, and to be paid $240,000 per year in consideration
for services rendered to the Company (the " Fee ").

 The agreement also allows
the Company to pay Mr. Jordan or Jordan Consulting an incentive bonus of up to 100% of the Fee per year, in the form of cash or equity,
in the discretion of the Compensation Committee and the Board. Any additional bonus payments in 2025, if any, and subsequent bonus payments
in 2026 from the Company to the Mr. Jordan or Jordan Consulting, if any, will be based on criteria to be determined by the Compensation
Committee of the Board. The Board and Compensation Committee may also pay Mr. Jordan or Jordan Consulting bonuses from time to time in
cash or equity, in their sole discretion, with any bonus earned being paid by March 15th of the year following the date it is earned.

 We also agreed to grant
160,000 shares of restricted common stock to Mr. Jordan under the Company's Third Amended and Restated 180 Life Sciences Corp.
2022 Omnibus Incentive Plan (the " Incentive Plan "), with such shares to be evidenced and documented by a Notice of
Restricted Stock Grant and Restricted Stock Grant Agreement to be entered into between Mr. Jordan and the Company, and subject to vesting
as follows: (a) 80,000 shares vest on January 1, 2026, subject to Mr. Jordan's continued service to the Company on such vesting
date; and (b) 80,000 shares vest on December 31, 2026, subject to Mr. Jordan's continued service to the Company on such vesting
date. In the event that the agreement is terminated by us without "cause" or by Jordan Consulting for "good reason",
the shares and all options and shares then outstanding and scheduled to vest within one year of termination will immediately vest, and
(iii) the treatment of the shares and all options and shares then outstanding and scheduled to vest outside of one year from termination
will be determined solely by the Compensation Committee.

 The Jordan Consulting
Agreement includes customary confidentiality, non-disclosure and proprietary right requirements of Jordan Consulting and Mr. Jordan,
and a prohibition on Jordan Consulting and Mr. Jordan competing against us during the term of the agreement.

 Jordan Consulting may
terminate the Jordan Consulting Agreement at any time for " good reason " as described in the Jordan Consulting Agreement,
subject to certain cure rights; at any time without " good reason "; and upon expiration of the term or any renewal.

 We may terminate the Jordan
Consulting Agreement at any time for " just cause " (as described below) and for any reason other than " just
cause ". "J ust cause " means the occurrence of any of the following events: (i) any material or persistent
breach by Jordan Consulting or Mr. Jordan of the terms of the agreement; (ii) the conviction of Jordan Consulting or Mr. Jordan of a
felony offence, or the equivalent in a non-American jurisdiction, or of any crime involving moral turpitude, fraud or misrepresentation,
or misappropriation of money or property of the Company or any affiliate of the Company; (iii) a willful failure or refusal by Jordan
Consulting or Mr. Jordan to satisfy its respective obligations to the Company under the agreement including without limitation, specific
lawful directives, reasonably consistent with the agreement, or requests of the Board; (iv) any negligent or willful conduct or omissions
of Jordan Consulting or Mr. Jordan that directly results in substantial loss or injury to the Company; (v) fraud or embezzlement of funds
or property, or misappropriation involving the Company's assets, business, customers, suppliers, or employees; (vi) any failure
to comply with any of the Company's written policies and procedures, including, but not limited to, the Company's Corporate
Code of Ethics and Insider Trading Policy, provided that subject to certain limited exceptions, we must first give written notice to
Jordan Consulting and Mr. Jordan, as applicable, advising them of the acts or omissions that constitute failure or refusal to perform
their obligations and that failure or refusal continues after Jordan Consulting and Mr. Jordan, as applicable, has had thirty (30) days
to correct the acts or omissions as set out in the notice, if such acts are correctable.

 We are also able to terminate
the Jordan Consulting Agreement at any time, without notice upon: (a) the death or physical or mental incapacity of Mr. Jordan, if as
a result of which Mr. Jordan is unable to perform services for a period in excess of 60 days; or (b) in the event Mr. Jordan or a related
party to Mr. Jordan ceases to own or control 100% of Jordan Consulting.

 If the agreement is terminated
by Jordan Consulting for " good reason ", or by the Company without " just cause " (other than due
to death or disability), Jordan Consulting is required to be paid, in a lump sum on the thirtieth day following such termination, a severance
payment equal to (i) half of the then current annualized Fee, in the event such termination occurs during the first twelve months of
the agreement and 100% of the then current annualized Fee, in the event such termination occurs after the first twelve months of the
Agreement, together with all outstanding expenses and pro-rated Fee (through the date of termination); (ii) any unpaid annual cash bonus
in respect of any completed fiscal year that has ended prior to the date of such termination with such amount determined based on actual
performance during such fiscal year as determined by the compensation committee; and (iii) immediate vesting of any and all equity or
equity-related awards previously awarded. Any equity awards that vest based on various performance metrics will be vested only if such
performance metrics have been met at the time of termination of service and will be determined solely by the Compensation Committee.

 If the agreement is terminated
without " good reason " by Jordan Consulting or for " just cause " by the Company, Jordan Consulting
is entitled to the Accrued Liabilities (as defined below), and any equity awards or equity-related awards that are not vested as of the
date of termination will be cancelled and forfeited and any vested awards will be exercisable pursuant to their terms.

 If the agreement is terminated
due to Mr. Jordan's death or disability, Jordan Consulting or Mr. Jordan's estate or his beneficiaries, as the case may be,
will be entitled to receive (i) any accrued but unpaid Fee through the date of termination, any unpaid or unreimbursed expenses incurred
in accordance with the terms of the agreement, (collectively, the " Accrued Liabilities "); (ii) any unpaid annual cash
bonus in respect of any completed fiscal year that has ended prior to the date of such termination, with such amount determined based
on actual performance during such fiscal year as determined by the Company's Compensation Committee on the sixtieth day following
termination; (iii) a lump sum payment of any non-discretionary annual cash bonus that would have been payable based on actual performance
with respect to the year of termination in the absence of Mr. Jordan's death or disability, pro-rated for the period that Mr. Jordan
worked prior to his death or disability, and payable at the same time as the bonus would have been paid in the absence of Mr. Jordan's
death or disability; and (iv) immediate vesting of any and all equity or equity-related awards previously awarded to Jordan Consulting,
irrespective of the type of award.

 As a condition precedent
to payment of any amount or provision of any benefit to Mr. Jordan upon termination (the " Severance Benefits "), Jordan
Consulting and Mr. Jordan or Mr. Jordan's estate, as applicable, shall execute and shall not rescind, a release in favor of the
Company and all related companies, individuals, and entities, in a form satisfactory to the Company.

 Upon termination of the
agreement or for any reason other than " good reason " by Jordan Consulting or the Company without " just cause ",
Jordan Consulting and Mr. Jordan agreed that, for a period ending six months from the date of termination, Jordan Consulting and Mr.
Jordan shall not (except on behalf of the Company or with the prior written consent of the Company), directly or indirectly, compete
with the Company for a period of one year, neither Mr. Jordan, nor Jordan Consulting shall solicit employees or consultants of the Company,
each as discussed in greater detail in the Jordan Consulting Agreement.

 EVL Consulting Agreement

 Effective on February
15, 2025, the Company entered into an Executive Consulting Agreement dated January 30, 2025 with Mr. Eric R. Van Lent and EVL Consulting,
LLC (an entity owned by Mr. Van Lent)(" EVL Consulting " and the " EVL Consulting Agreement "). Pursuant
to the EVL Consulting Agreement, the Company agreed to engage EVL Consulting to provide the services of Mr. Van Lent to the Company as
Chief Accounting Officer of the Company. The EVL Consulting Agreement has a term through July 30, 2025, unless otherwise terminated pursuant
to the terms of the agreement (discussed below) and provides for Mr. Van Lent to act as Chief Accounting Officer of the Company,
and to be paid $8,000 per month for an average of 10 hours of work per week, with any hours in excess of that amount being compensated
at the rate of $200 per hour, only if preapproved in writing by the Company. Notwithstanding the above, the Board of Directors, with
the recommendation of the Compensation Committee, may grant Mr. Van Lent bonuses from time to time in its discretion, in cash or equity.
The EVL Consulting Agreement includes customary confidentiality, non-disclosure and proprietary right requirements of EVL Consulting
and Mr. Van Lent, and a prohibition on EVL Consulting and Mr. Van Lent competing against us during the term of the agreement.

 We have the right to terminate
the EVL Consulting Agreement at any time, provided that we pay EVL Consulting $10,000 upon such termination, payable within 60 days of
such termination date.

 We are also able to terminate
the EVL Consulting Agreement at any time, without notice upon: (a) the death or physical or mental incapacity of Mr. Van Lent if
as a result of which Mr. Van Lent is unable to perform services for a period in excess of 30 days; (b) in the event Mr. Van Lent
or a related party to Mr. Van Lent ceases to own or control 100% of EVL Consulting; or (c) " just cause ", which
means any of the following events: (i) any material or persistent breach by EVL Consulting or Mr. Van Lent of the terms of the agreement;
(ii) the conviction of EVL Consulting or Mr. Van Lent of a felony offence, or the equivalent in a non-American jurisdiction, or
of any crime involving moral turpitude, fraud or misrepresentation, or misappropriation of money or property of the Company or any affiliate
of the Company; (iii) a willful failure or refusal by EVL Consulting or Mr. Van Lent to satisfy its respective obligations to the
Company under the agreement including without limitation, specific lawful directives, reasonably consistent with the agreement, or requests
of the Board; (iv) any negligent or willful conduct or omissions of EVL Consulting or Mr. Van Lent that directly results in substantial
loss or injury to the Company; (v) fraud or embezzlement of funds or property, or misappropriation involving the Company's
assets, business, customers, suppliers, or employees; (vi) any failure to comply with any of the Company's written policies
and procedures, including, but not limited to, the Company's Corporate Code of Ethics and Insider Trading Policy, provided that
subject to certain limited exceptions, we must first give written notice to EVL Consulting and Mr. Van Lent, as applicable, advising
them of the acts or omissions that constitute failure or refusal to perform their obligations and that failure or refusal continues after
EVL Consulting and Mr. Van Lent, as applicable, has had thirty (30) days to correct the acts or omissions as set out in the notice.

 If the Company terminates
the EVL Consulting Agreement for just cause, we are required to pay EVL Consulting any unpaid fees and/or unpaid and unreimbursed expenses
accrued but unpaid prior to the effective termination date.

 Prior Employment Agreements

 Each of the salaries of
the executives described below and certain of the compensation payable to the consultants described below, were subject to the increases
in salary and the temporary salary accruals discussed below under " Payment of Back Pay; 2021 Bonuses and Increases in Salaries,"
and " 2024 Accruals ".

 James N. Woody Amended and Restated Employment
Agreement (terminated); and Separation Agreement

 On February 25, 2021,
we entered into an Amended and Restated Employment Agreement with Dr. James N. Woody (the " A&R Agreement "), dated
February 24, 2021, and effective November 6, 2020, which replaced and superseded the July 2020 agreement with 180 as discussed above.
Pursuant to the A&R Agreement, Dr. Woody agreed to serve as the Chief Executive Officer of the Company. The A&R Agreement had
a term of three years from its effective date (through November 6, 2023) and was automatically renewable thereafter for additional
one-year periods, unless either party provided the other at least 90 days written notice of their intent to not renew the agreement.
Dr. Woody's annual base salary under the agreement was initially increased to $450,000 per year, subject to automatic 5% yearly
increases. For the 2021 year, Dr. Woody's salary was $450,000, for 2022, Dr. Woody's salary was $463,500, and for the 2023
year, Dr. Woody's salary was $490,000 (see also " Payment of Back Pay; 2021 Bonuses and Increases in Salaries,"
" 2024 Accruals " and " 2022, 2023 and 2024 Bonuses ", below).

 Dr. Woody was also eligible
to receive an annual bonus, with a target bonus equal to 45% of his then-current base salary, based upon our achievement of performance
and management objectives as set and approved by the Board of Directors and/or Compensation Committee in consultation with Dr. Woody.
At Dr. Woody's option, the annual bonus could be paid in cash or the equivalent value of our common stock or a combination thereof.

 The A&R Agreement
contained standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain
in effect for a period of 24 months following the termination of his agreement.

effective on January 1, 2024, the Company entered into a Fourth Amendment to Amended and Restated Employment Agreement with
Dr. Woody, whereby Dr. Woody agreed to a reduction of the base salary set forth in his amended employment agreements, by 50%, to $245,000
per year, accruing monthly in arrears, to be paid upon the Company raising at least $5,000,000 in funding subsequent to the date of the
amended agreement (the " Funding Date "), provided that in the event the Funding Date does not occur prior to March
15, 2025, the amount accrued will be forgiven in its entirety.

 Dr. Woody resigned as
Chief Executive Officer of the Company on May 7, 2024, and the Amended and Restated Employment Agreement was terminated on May 15, 2024,
in connection with Dr. Woody's entry into a Separation and Release Agreement with the Company on the same date, discussed in greater
detail below.

 On May 7, 2024, Dr. James
N. Woody resigned as Chief Executive Officer (Principal Executive Officer), and as a member of the Board of Directors, of the Company
effective the same date, and entered into a Separation and Release Agreement with the Company (the " Woody Separation Agreement ").

 Under the Woody Separation
Agreement, the Company agreed to (a) pay Dr. Woody $50,000 in cash, less all applicable withholdings and required deductions (the " Severance
Cash "); (b) issue Dr. Woody 25,000 fully-vested shares of the Company's common stock; and (c) provide Dr. Woody the right
to earn the Future Contingent Payment (as defined below). The amounts above (except for the amounts payable pursuant to (c), which shall
be paid by the 15th day following the date such payment is due as discussed below), are required to be paid within 15 days of the date
of Dr. Woody's resignation (the " Payment Date "). We also agreed to pay Dr. Woody a bonus of $50,000 (the " Future
Contingent Payment "), [A] if we, within the 24 months following the date of Dr. Woody's resignation, complete any corporate
transaction, including but not limited to any merger, reverse merger, acquisition, disposal, joint-venture and/or investment involving
the Company (a " Corporate Transaction "), which results in a Change of Control (a " Change of Control "
means any Corporate Transaction pursuant to which the ownership of an aggregate of 50.1% or more of the outstanding shares of the Company
is held by one or more parties after completing the Corporate Transaction); or [B] if we raise at least $5 million from any source within
12 months from Dr. Woody's resignation date. The Future Contingent Payment is to be forfeited from Dr. Woody in the event that
we are required to restate any financial statements of the Company for periods prior to Dr. Woody's resignation date, if Dr. Woody
was Chief Executive Officer of the Company during such period(s), or any disclosure made the Company in any report or filing with the
SEC, is found by the Company to be materially incorrect or misleading, as determined by the reasonable discretion of the Board of Directors
of the Company (each a " Forfeiture Trigger "). In the event a Forfeiture Trigger occurs or is deemed to have occurred,
Dr. Woody is also required to promptly repay in full the Severance Cash.

 Under the Woody Separation
Agreement, Dr. Woody agreed to provide a customary general release to the Company, waived any severance pay that would have been due
pursuant to the terms of his employment agreement, agreed to the termination of his employment agreement, and also agreed to certain
confidentiality, non-disclosure, non-solicitation, non-disparagement, and cooperation covenants in favor of the Company. The 25,000 fully-vested
shares of the Company's common stock due to Dr. Woody were issued under the Company's Second Amended and Restated 2022 Omnibus
Incentive Plan.

 On
February 5, 2025, the Company entered into a First Amendment to Separation and Release Agreement with Dr. Woody (the " First
Amendment "). Pursuant to the First Amendment, Dr. Woody agreed to amend the terms of that the Woody Separation Agreement, to
terminate the prior requirement of the Company to pay the Future Contingent Payment and instead, pursuant to the First Amendment,
Dr. Woody agreed to accept $60,000 in shares of restricted common stock of the Company (or 43,166 shares of common stock, based on the
closing sales price of the Company's common stock on February 5, 2025, which closing price was $1.39 per share, the " Separation
Shares "). The Separation Shares include piggyback registration rights for a resale registration statement relative to the Separation
Shares for a period of six (6) months.

 The
First Amendment also required Dr. Woody to enter into a Voting Agreement with the Company. Pursuant to the Voting Agreement, which was
entered into on February 5, 2025, by Dr. Woody, the Company, and Blair Jordan, the Company's Chief Executive Officer, solely for
the benefit of the Company, Dr. Woody agreed to vote the Separation Shares as recommended by the Board of Directors of the Company, at
any meeting of stockholders or via any written consent of stockholders, which may occur prior to February 5, 2026; the date after August
5, 2025, that Dr. Woody has sold all of the Separation Shares; or the date that the Company terminates the Voting Agreement. In order
to enforce the terms of the Voting Agreement, and solely for the benefit of the Company, Dr. Woody provided Mr. Jordan (or his assigns)
an irrevocable voting proxy to vote the Separation Shares pursuant to the guidelines set forth above at any meeting of stockholders or
via any written consent of stockholders. The Voting Agreement also provides a restriction on Dr. Woody's sale or transfer of any
of the Separation Shares until August 5, 2025.

 Dr. Rothbard's Employment Agreement
(terminated); and Separation Agreement

 On August 21, 2019, 180
entered into an Employment Agreement with Dr. Rothbard which replaced a prior agreement, which was not effective until November 6, 2020,
but became effective on such date. The Employment Agreement had an initial term of three years from the Closing Date (i.e., until November
6, 2023), automatically extending for additional one-year terms thereafter unless either party terminates the agreement with at least
90 days prior written notice before the next renewal date, and since neither party provided notice of termination prior to November 6,
2023, the agreement was in place through November 6, 2024, subject to further automatic extensions.

provided for Dr. Rothbard to be paid a salary of $375,000 per year, with automatic increases in salary, on the first anniversary of the
effective date, and each anniversary thereafter, of 10%. For the 2021 year, Dr. Rothbard's salary was $375,000, for the 2022 year,
Dr. Rothbard's salary was $268,906, and for 2023, Dr. Rothbard's salary was $200,000 (see also " Payment of Back
Pay; 2021 Bonuses and Increases in Salaries ", " Payment of Back Pay; 2021 Bonuses and Increases in Salaries,"
" 2024 Accruals " and " 2022, 2023 and 2024 Bonuses ", below). The salary for the 2023 year represented
Dr. Rothbard's commitment of 50% of his work-related time to us.

provided for Dr. Rothbard to receive an annual bonus subject to meeting certain objectives set by the Board of Directors, with a targeted
bonus amount of 50% of his then salary, payable on or before February 15 th of each year.

also provided for Dr. Rothbard to earn equity compensation in the discretion of the Board of Directors.

was amended effective January 1, 2022, to override the automatic annual salary increases of 10% per annum and instead provide for future
increases in the sole determination of the Board of Directors. The Employment Agreement was further amended effective June 1, 2022, to
adjust the base salary of Dr. Rothbard to $193,125.

effective on January 1, 2024, the Company entered into a Fourth Amendment to Employment Agreement with Dr. Rothbard, whereby
Dr. Rothbard agreed to a reduction of the base salary set forth in his amended employment agreements, by 50%, to $100,000 per year, accruing
monthly in arrears, to be paid on the Funding Date, provided that in the event the Funding Date does not occur prior to March 15, 2025,
the amount accrued will be forgiven in its entirety.

 On May 7, 2024, Dr. Jonathan
Rothbard resigned as Chief Scientific Officer of the Company effective the same date, and entered into a Separation and Release Agreement
with the Company (the " Rothbard Separation Agreement ").

 Under the Rothbard Separation
Agreement, the Company agreed to pay Dr. Rothbard $200 in cash, less all applicable withholdings and required deductions. Under the Rothbard
Separation Agreement, Dr. Rothbard agreed to provide a customary general release to the Company, waived any severance pay that would
have been due pursuant to the terms of his employment agreement, agreed to the termination of his employment agreement, and also agreed
to certain confidentiality, non-disclosure, non-solicitation, non-disparagement, and cooperation covenants in favor of the Company.

 Effective on May 7, 2024,
the Company entered into a Consulting Agreement with Dr. Rothbard pursuant to which he agreed to provide general consulting services
to the Company for a term of six months, for $150 per hour (the " Rothbard Consulting Agreement "), which has expired
pursuant to its terms. The agreement contains standard and customary confidentiality requirements.

 Ozan Pamir Katexco Employment Agreement
(Terminated)

 Our indirect wholly-owned
subsidiary Katexco Pharmaceuticals Corp. (" Katexco ") entered into an employment agreement with Mr. Ozan Pamir, on
October 22, 2018. The agreement provided for an indefinite term that continues until termination. The initial annual base salary set
forth in the agreement was CAD $120,000, with annual increases as determined by the Board of Directors. The agreement also provided Mr.
Pamir with a CAD $20,000 signing bonus. Any bonuses, including stock options, were in the sole discretion of Katexco, depending on financial
circumstances and the performance of the services under the agreement. In 2019, the compensation was increased to $120,000 per annum
in US dollars.

 On February 1, 2020, there
was an amendment to Mr. Pamir's consulting agreement with Katexco, whereby the contract was transferred from Katexco to Katexco
Pharmaceuticals Corp. - US.

 Ozan Pamir Company Employment Agreement
(Terminated)

 On February 25, 2021,
we entered into an Employment Agreement dated February 24, 2021, and effective November 6, 2020, which agreement was amended and corrected
on March 1, 2021, to be effective as of the effective date of the original agreement (which amendment and correction is retroactively
updated in the discussion of the agreement), with Ozan Pamir, our then Interim Chief Financial Officer, which replaced and superseded
Mr. Pamir's agreement with Katexco, as discussed above. Pursuant to the agreement, Mr. Pamir agreed to serve as the Interim Chief
Financial Officer of the Company; and we agreed to pay Mr. Pamir $300,000 per year for 2021, which was increased to $309,000 for the
2022 year, and, based on his appointment as Chief Financial Officer in April 2023, and $380,000 for the 2023 year (see also " Payment
of Back Pay; 2021 Bonuses and Increases in Salaries " and " 2022, 2023 and 2024 Bonuses ", below). Such salary
was to be increased to a mutually determined amount upon the closing of a new financing, and shall also be increased on an annual basis.

 Under the agreement, Mr.
Pamir was eligible to receive an annual bonus, in a targeted amount of 30% of his then salary for the 2021 and 2022 years, and 40% for
the 2023 year, based upon our achievement of performance and management objectives as set and approved by the Chief Executive Officer,
in consultation with Mr. Pamir. The bonus amount is subject to adjustment.

 Under the employment agreement,
Mr. Pamir was also eligible to participate in any stock option plans and receive other equity awards, as determined by the Board of Directors
from time to time.

 The agreement contains
standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain in effect
for a period of 24 months following the termination of his agreement.

 On May 27, 2021, we entered
into a Second Amendment to Employment Agreement with Ozan Pamir (the " Second Pamir Amendment "). The Second Pamir Amendment
amended the terms of Mr. Pamir's employment solely to provide that all compensation payable to Mr. Pamir under such agreement would
be paid directly by us.

 On September 14, 2021,
the Board of Directors authorized a discretionary bonus of $30,000 to Mr. Pamir in consideration for services rendered.

 The agreement was terminated
on September 30, 2024, in connection with Mr. Pamir's resignation as Chief Financial Officer of the Company on that date.

 Quan Anh Vu Executive Employment Agreement
(terminated); and Separation Agreement

 On October 27, 2021, and
effective on November 1, 2021, we entered into an Employment Agreement with Quan Anh Vu, our then Chief Operating Officer/Chief Business
Officer.

 Pursuant to the employment
agreement, Mr. Vu agreed to serve as Chief Operating Officer/Chief Business Officer for the Company. In consideration therefore, we agreed
to pay Mr. Vu a starting salary of $390,000 per year, subject to annual increases of up to 5% (on each November 1, but effective as of
the following January 1, including a 3% increase to $401,700 for 2022). In addition to the base salary, Mr. Vu was eligible to receive
an annual bonus, with a target bonus opportunity of 50% of the then-current base salary, based on achievement of performance and management
objectives established by the CEO and the Compensation Committee, in consultation with Mr. Vu, payable on or before March 31 st of
the year following the year in which the bonus is earned. Mr. Vu could elect the Annual Bonus to be paid in cash or the equivalent value
in our common stock, or a combination of the two.

contained standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain
in effect for a period of 24 months following the termination of the agreement.

 On January 18, 2023, Mr.
Vu resigned as Chief Operating/Chief Business Officer of the Company effective January 15, 2023, and entered into a Separation and Release
Agreement with us (as amended, the " Separation Agreement ").

 Under the Separation Agreement,
we agreed to pay Mr. Vu (a) $297,440, 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) was required to be paid within 30 days of
the Separation Date (the " Payment Date "). In addition to the Severance Payment, by the Payment Date, we agreed to
pay Mr. Vu $73,645 for accrued backpay 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 us and also agreed to certain confidentiality, non-disclosure, non-solicitation,
non-disparagement, and cooperation covenants in favor of us.

 On March 29, 2023, an
error in the Separation Agreement was corrected by the parties' entry into the first amendment to Separation Agreement (the " First
Separation Agreement Amendment "), effective as of the date of the original agreement, which clarified that none of the amount
received by Mr. Vu pursuant to the Separation Agreement related to a bonus for 2021.

 Description of Material Consulting Agreements

 Service Agreement with Prof. Sir Marc Feldmann
(former Co-Executive Chairman)(Terminated)

 On June 1, 2018, CannBioRex
Pharma Limited (" CannBioRex "), our wholly-owned subsidiary, and Prof. Sir Marc Feldmann Ph. D., our then Executive
Co-Chairman, entered into a Service Agreement (the " Feldmann Employment Agreement "). Pursuant to the Feldmann Employment
Agreement, Prof. Sir Marc Feldmann served as the Chairman, CEO and Executive Director of CannBioRex or in such other capacity consistent
with his status. Prof. Sir Marc Feldmann's responsibilities included those customary for the roles in which he serves. Prof. Sir
Marc Feldmann received compensation of 115,000 per year, with annual compensation reviewed by the Board and eligibility for discretionary
bonuses, as determined by the Board. CannBioRex also reimbursed Prof. Sir Marc Feldmann's travel and other business expenses.

 Pursuant to the Feldmann
Employment Agreement, all intellectual property rights created by Prof. Sir Marc Feldmann or related to his employment belonged to and
vested in CannBioRex.

 The Feldmann Employment
Agreement contains a customary non-compete clause prohibiting Prof. Sir Marc Feldmann from working for any competing businesses during
the term of his employment, or holding equity in other businesses, except he may hold or beneficially own securities of publicly-traded
companies if the aggregate beneficial interests of him and his family does not exceed 5% of that class of securities.

 Prof. Sir Marc Feldmann
is also prohibited for 12 months following termination (the " Post-Termination Period ") to be involved in any
capacity with a competing business or potential joint venture in the United Kingdom or in any other country. During the Post-Termination
Period, he may not solicit business from CannBioRex and its affiliates' customers; or any company with whom he was actively involved
in the course of his employment; or about which he holds confidential information. Prof. Sir Marc Feldmann further covenants to not interfere
with CannBioRex's business relationships by inducing or attempting to induce suppliers to take adverse actions during the Post-Termination
Period. He also agrees not to induce or attempt to induce any CannBioRex employee to leave the company during the Post-Termination Period.
The Feldmann Employment Agreement contains customary non-disclosure and confidentiality obligations, sick leave and vacation time.

 The Feldmann Employment
Agreement does not have a fixed term. Either party may terminate the agreement by delivering written notice 9 months in advance. CannBioRex
may also terminate the Feldmann Employment Agreement at any time with immediate effect by giving written notice. If CannBioRex terminates
Prof. Sir Marc Feldmann's employment without providing 9 months written notice, he will become entitled to a payment equal to his
basic salary he would have been entitled to receive if 9 months' notice were given. The governing law for the Feldmann Employment
Agreement is the law of England.

 The Board, as recommended
by the Compensation Committee of the Company (and/or the Compensation Committee) or separately, may also award Prof. Sir Marc Feldmann
bonuses from time to time (in stock, options, cash, or other forms of consideration) in its discretion.

 On November 17, 2021,
the Board, as recommended by the Compensation Committee, increased the salary of Prof. Sir Marc Feldmann to $225,000 per annum.

 Effective on April 27,
2022, CannBioRex and Prof. Sir Marc Feldmann entered into an amendment to the consulting agreement, pursuant to which the parties agreed
effective March 1, 2022, that Sir Marc Feldmann's salary would be reduced by $225,000 (100%), and that such reduced amounts would
be accrued and paid on the Funding Determination Date.

effective on January 1, 2024, the Company entered into a Second Amendment to Consulting Agreement with Prof. Sir Marc Feldmann. Pursuant
to the amendment, Prof. Sir Marc Feldmann, effective as of January 1, 2024, agreed to a reduction of his base salary set forth in his
consulting agreement by 100%, to 0 per year, with the amount of such salary reduction 14,167 per month or 170,000
per year), accruing monthly in arrears, to be paid on the Funding Date, provided that in the event the Funding Date does not occur prior
to March 15, 2025, the amounts accrued will be forgiven in their entirety.

 On March 7, 2024, Sir
Marc Feldmann, Ph. D. provided notice to the Board of Directors of his resignation as a member of the Board of Directors, effective on
the same date.

 Effective on September
5, 2024, our wholly-owned subsidiary, Cannbiorex and the Company, entered into a Separation and Release Agreement with Sir Marc Feldmann
(as amended, the " Feldmann Separation Agreement ").

 Under the Feldmann Separation
Agreement, the Company agreed to issue Sir Marc Feldmann 57,328 shares of common stock and options to purchase 20,000 shares of common
stock with a term of two years and an exercise price of $1.95 per share, the closing sales price of the Company's common stock
on September 5, 2024, under the Company's Second Amended and Restated Omnibus Incentive Plan to satisfy amounts owed to Sir Marc
Feldmann in consideration for services previously rendered to Cannbiorex. Under the Feldmann Separation Agreement, Sir Marc Feldmann
provided a customary general release to Cannbiorex and the Company, the Company and Cannbiorex provided a release to Sir Marc Feldmann,
subject to certain exceptions, and Sir Marc Feldmann also agreed to certain confidentiality, non-disclosure, non-solicitation, non-disparagement,
and cooperation covenants in favor of the Company and Cannbiorex. The shares have been issued.

 Also effective on September
5, 2024, the Company entered into an Indemnification Agreement with Sir Marc Feldmann to provide for indemnification to Sir Marc Feldmann
under Delaware law. Among other things, consistent with the Company's Bylaws, the Indemnification Agreement generally requires
that the Company (i) indemnify Sir Marc Feldmann from and against all expenses and liabilities with respect to proceedings to which Sir
Marc Feldmann may be subject by reason of Sir Marc Feldmann's service to the Company and its subsidiaries to the fullest extent
authorized or permitted by Delaware law and (ii) advance all expenses incurred by Sir Marc Feldmann in connection with the investigation,
defense, settlement or appeal of any proceeding, and in connection with any proceeding to enforce Sir Marc Feldmann's rights under
the Indemnification Agreement.

 Consultancy Agreement and Consulting Agreement
with Prof. Lawrence Steinman

 On November 17, 2021,
and effective on November 1, 2021, we entered into a Consulting Agreement with Lawrence Steinman, M.D., our then Executive Chairman (the
" Consulting Agreement "). Pursuant to the Consulting Agreement, Dr. Steinman agreed to provide certain consulting services
to us, including, but not limited to, participating in defining and setting strategic objectives of the Company; actively seeking out
acquisition and merger candidates; and having primary scientific responsibility for our 7nAChR platform (collectively, the " Services ").
The initial term of the agreement was for one year (the " Initial Term "); provided that the agreement automatically
extends for additional one year periods after the Initial Term (each an " Automatic Renewal Term " and the Initial Term
together with all Automatic Renewal Terms, if any, the " Term "), subject to the Renewal Requirements (described below),
in the event that neither party provided the other written notice of their intent not to automatically extend the term of the agreement
at least 30 days prior to the end of the Initial Term or any Automatic Renewal Term, and since neither party has terminated the agreement,
the current term of the agreement is through November 1, 2025, subject to further automatic extensions. The Term can only be extended
for an Automatic Renewal Term, provided that (i) Dr. Steinman is re-elected to the Board at our Annual Meeting of Stockholders immediately
preceding the date that such Automatic Renewal Term begins; (ii) the Board affirms his appointment as Co-Chairman for the applicable
Automatic Renewal Term (or fails to appoint someone else as Co-Chairman prior to such applicable Automatic Renewal Term) and (iii) Dr.
Steinman is continuing in his role of having the responsibility for the scientific development for the Company's 7nAChR
platform (the " Renewal Requirements "). The Consulting Agreement also expires immediately upon the earlier of:
(i) the date upon which Dr. Steinman no longer serves as Co-Chairman and no longer has primary scientific responsibility for our
 7nAChR platform; and (ii) any earlier date requested by either (1) us (as evidenced by a vote of a majority of the Board
(excluding Dr. Steinman) at a meeting of the Board), or (2) Dr. Steinman (as evidenced by written notice from Dr. Steinman
to the Board). Additionally, we may terminate the Consulting Agreement immediately and without prior notice if Dr. Steinman is unable
or refuses to perform the Services, and either party may terminate the Consulting Agreement immediately and without prior notice if the
other party is in breach of any material provision of the Consulting Agreement.

 We agreed to pay Dr. Steinman
$225,000 per year during the term of the agreement, along with a one-time payment of $43,750, representing the difference between his
old compensation and new compensation, dating back to April 1, 2021. Pursuant to the Consulting Agreement, Dr. Steinman agreed to not
compete against us, unless approved in writing by the Board, during the term of the agreement, and also agreed to certain customary confidentiality
provisions and assignment of inventions requirements. The Consulting Agreement also has a 12-month non-solicitation prohibition following
its termination.

 Effective on April 27,
2022, the Company and Dr. Steinman entered into an amendment to the consulting agreement, pursuant to which the parties agreed effective
March 1, 2022, that Dr. Steinman's salary would be reduced by $56,250 (25%), and that such reduced amount would be accrued and
paid on the Funding Determination Date.

effective on January 1, 2024, the Company entered into a Third Amendment to Consulting Agreement with Lawrence Steinman. Pursuant to
the amendment, Dr. Steinman, effective as of January 1, 2024, agreed to a reduction of his base salary set forth in his consulting agreement
by 100%, to $0 per year, with the amount of such salary reduction ($18,750 per month or $225,000 per year), accruing monthly in arrears,
to be paid on the Funding Date, provided that in the event the Funding Date does not occur prior to March 15, 2025, the amounts accrued
will be forgiven in their entirety.

 On May 7, 2024, the Company
entered into a Fourth Amendment to Consulting Agreement with Dr. Lawrence Steinman, the then Executive Chairman of the Board (the " Fourth
Amendment "). Pursuant to the Fourth Amendment, Dr. Steinman waived and forgave all amounts accrued and owed to him under the
Consulting Agreement through such date, and agreed that compensation payable to him under the Consulting Agreement moving forward would
be $0, provided that as long as Dr. Steinman remains a member of the Board of Company, he is to receive the same compensation payable
to other non-executive members of the Board of Directors.

 Prof. Jagdeep Nanchahal Consulting Agreement

 On February 25, 2021,
we (and CannBioRex Pharma Limited, which was added as a party to the agreement later), entered into a Consultancy Agreement dated February
22, 2021, and effective December 1, 2020, with Prof. Jagdeep Nanchahal (as amended, the " Consulting Agreement "). Prof.
Nanchahal has been providing services to us and/or our subsidiaries since 2014, was previously a greater than 5% stockholder of the Company,
and was previously the Chairman of our Clinical Advisory Board.

 On March 31, 2021, we
entered into a first amendment to Consultancy Agreement with Prof. Jagdeep Nanchahal (the " First Nanchahal Amendment "),
which amended the Consultancy Agreement entered into with Prof. Nanchahal on February 25, 2021, to include 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.

 Prof. Nanchahal is a surgeon
scientist focusing on defining the molecular mechanisms of common diseases and translating his findings through to early phase clinical
trials. He undertook his Ph. D., funded by the U.K. Medical Research Council, whilst a medical student in London and led a lab group funded
by external grants throughout his surgical training. After completing fellowships in microsurgery and hand surgery in the USA and Australia,
he was appointed as a senior lecturer at Imperial College. His research is focused on promoting tissue regeneration by targeting endogenous
stem cells and reducing fibrosis. In 2013 his group identified anti-tumor necrosis factor (TNF) as therapeutic target for Dupuytren's
Contracture, a common fibrotic condition of the hand. He previously led a Phase 2b clinical trial funded by the Wellcome Trust and Department
of Health to assess the efficacy of local administration of anti-TNF in patients with early-stage Dupuytren's Contracture and a
clinical trial for patients with early-stage frozen shoulder. He is a proponent of evidence-based medicine and was the only plastic surgery
member of the NICE Guidance Development Groups on complex and non-complex fractures. He was a member of the group that wrote the Standards
for the Management of Open Fractures published in 2020. This is an open-source publication to facilitate the care of patients with these
severe injuries.

 Pursuant to the Consulting
Agreement, Prof. Nanchahal agreed, during the term of the agreement, to serve as a consultant to us and provide such services as the
Chief Executive Officer and/or our Board shall request from time to time, including but not be limited to: (1) conducting clinical
trials in the fields of Dupuytren's Contracture, frozen shoulder and post-operative delirium/cognitive decline; and (2) conducting
laboratory research in other fibrotic disorders, including fibrosis of the liver and lung (collectively, the " Services ").

 In consideration for providing
the Services, we (through CannBioRex Pharma Limited) agreed to pay Prof. Nanchahal 15,000 British Pounds (GBP) per month (approximately
$20,800) during the term of the agreement, increasing to GBP 23,000 (approximately $32,000) on the date (a) of publication
of the data from the phase 2b clinical trial for Dupuytren's Contracture (RIDD) and (b) the date that we have successfully
raised over $15 million in capital. The fee will increase annually thereafter to reflect progression in other clinical trials and laboratory
research as approved by our Board. We also agreed to pay Prof. Nanchahal a bonus (" Bonus 1 ") in the sum of GBP
100,000 upon submission of the Dupuytren's Contracture clinical trial data for publication in a peer-reviewed journal, which submission
occurred in December 2021, and which bonus was paid in December 2021. In addition, for prior work performed, including completion of
the recruitment to the RIDD (Dupuytren's) trial, we agreed to pay Prof. Nanchahal GBP 434,673 (approximately $605,000) (" Bonus
2 "). At the election of Prof. Nanchahal, Bonus 2 shall be paid at least 50% (fifty percent) or more, as Prof. Nanchahal
elects, in shares of our common stock, at a share price of $1,140.00 per share, or the share price on the date of the grant, whichever
is lower, with the remainder paid in GBP. Bonus 2 shall be deemed earned and payable upon us raising a minimum of $15 million in additional
funding, through the sale of debt or equity, after December 1, 2020 (the " Vesting Date ") and shall not be accrued,
due or payable prior to such Vesting Date. Bonus 2 shall be payable by us within 30 calendar days of the Vesting Date. Finally, Prof.
Nanchahal shall receive another one-time bonus (" Bonus 3 ") of GBP 5,000 (approximately $7,000) on enrollment
of the first patient to the phase 2 frozen shoulder trial, and another one-time bonus (" Bonus 4 ") of GBP 5,000
(approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial. On March 30, 2021, we issued Prof.
Nanchahal 265 shares of our common stock in lieu of GBP 217,337 and on April 15, 2021, we issued Prof. Nanchahal 99 shares of our common
stock in lieu of GBP 82,588. We also waived the requirement for the Company having to raise $15 million in order for Prof. Nanchahal
to agree to receive an aggregate of GBP 300,000 via the issuance of shares. Prof. Nanchahal agreed that the remaining GBP 134,673 that
is due pursuant to Bonus 2 shall be paid after we have raised a minimum of $15 million in additional funding. On August 23, 2021, at
the request of Prof. Nanchahal, we agreed to issue Prof. Nanchahal 161 shares of common stock in consideration for the remaining 31%
(or 134,749 GBP, or $184,606) of Bonus 2, based on a $1,140.00 per share price. The shares were issued under our 2020 Omnibus Incentive
Plan, which has been approved by stockholders.

 Effective on April 27, 2022,
we and CannBioRex entered into a Second Amendment to Consulting Agreement with Prof. Jagdeep Nanchahal (the " Second Nanchahal
Amendment "). Pursuant to the Second Nanchahal Amendment, Prof. Nanchahal agreed that upon acceptance of the data for the phase
2b clinical trial for Dupuytren's disease for publication (which occurred March 1, 2022, subject to editing and final approvals),
his monthly fee was increased to 23,000, provided that 4,000 of such increase shall be accrued and 19,000 per month
of such fees shall be payable per our payroll practices in cash by us starting effective March 1, 2022, and until the earlier of (a) November
1, 2022 or (b) such time as our Board determines that we have sufficient cash on hand to pay such accrued amounts, which we expect
will not be until we have raised a minimum of $15,000,000 (the " Funding Determination Date "), at which time all accrued
amounts shall be due.

 On December 28, 2022, we
and CannBioRex, entered into a Third Amendment to Consultancy Agreement with Prof. Nanchahal (the " Third Nanchahal Amendment ").
The Third Nanchahal Amendment amended the Consultancy Agreement to provide that the monthly cash fee payable to Prof. Nanchahal pursuant
to such agreement would remain at its then current rate, 23,000 per month, through December 31, 2022, and then increase to 35,000
per month during the term of the Consultancy Agreement from January 1, 2023, until the end of the term of the Consultancy Agreement (collectively,
the " Fee "). The Third Nanchahal Amendment also provided that the Fee will be adjusted yearly with the recommendation
of our Board or the Compensation Committee of the Company, which will consider in its determination of the amount of such increase, the
U.K. consumer price index and Prof. Nanchahal's contributions to advancing our mission, among other things. The Third Nanchahal
Amendment also provided that in the event the Consultancy Agreement is terminated by us for any reason other than cause, Prof. Nanchahal
is entitled to a lump sum payment of 12 months of his monthly fee as of the date of termination.

 Notwithstanding the above,
the Board or Compensation Committee of the Company may grant Prof. Nanchahal additional bonuses from time to time in their discretion,
in cash, stock or options.

 The Consulting Agreement
has an initial term of three years, and renews thereafter for additional three-year terms, until terminated as provided in the agreement,
and currently has a term through December 1, 2026. The Consulting Agreement can be terminated by either party with 12 months prior written
notice (provided our right to terminate the agreement may only be exercised if Prof. Nanchahal fails to perform his required duties under
the Consulting Agreement), or by us immediately if (a) Prof. Nanchahal fails or neglects efficiently and diligently to perform the
Services or is guilty of any breach of his obligations under the agreement (including any consent granted under it); (b) Prof. Nanchahal
is guilty of any fraud or dishonesty or acts in a manner (whether in the performance of the Services or otherwise) which, in our
reasonable opinion, has brought or is likely to bring Prof. Nanchahal, the Company or any of its affiliates into disrepute or is convicted
of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); or (c) Prof. Nanchahal
becomes bankrupt or makes any arrangement or composition with his creditors. If the Consulting Agreement is terminated by us for any
reason other than cause, Prof. Nanchahal is entitled to a lump sum payment of 12 months of his fee as at the date of termination.

 The Consulting Agreement
includes a 12 month non-compete and non-solicitation obligation of Prof. Nanchahal, preventing him from competing against us in any part
of any country in which he was actively engaged in our business, subject to certain exceptions, including research conducted at the University
of Oxford. The Consulting Agreement also includes customary confidentiality and assignment of inventions provisions, in each case subject
to our previously existing agreements with various universities, including the University of Oxford, where Prof. Nanchahal serves as
a Professor of Hand, Plastic and Reconstructive Surgery.

 Payment of Back Pay; 2021 Bonuses and
Increases in Salaries

 On April 27, 2023, and
effective on January 1, 2023, we 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 " Third Amendments "), which each amended the compensation agreements currently in
place with such individuals.

 The Third Amendments reflected
(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 an increase in his target bonus to 40%, effective April
1, 2023, as well as a change in his title to Chief Financial Officer.

 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 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.

 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. As a result, as of April 27, 2023,
no back pay was owed to Dr. Woody, Mr. Pamir or Dr. Rothbard.

 2024 Accruals

effective on January 1, 2024, we entered into (a) a Fourth Amendment to Amended and Restated Employment Agreement with James N.
Woody, M.D., Ph. D., the Chief Executive Officer and Director of the Company; and (b) a Fourth 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.

 Pursuant to the Amendments,
each of Dr. Woody and Dr. Rothbard, effective as of January 1, 2024, agreed to a reduction of the base salaries set forth in
their respective amended employment agreements, by 50%, to $245,000 per year for Dr. Woody and to $100,000 per year for Dr. Rothbard,
with the amount of such salary reductions ($20,416 per month for Dr. Woody and $8,333 per month for Dr. Rothbard), accruing monthly in
arrears, to be paid on the Funding Date, provided that in the event the Funding Date does not occur prior to March 15, 2025, the amounts
accrued will be forgiven in their entirety.

 As discussed in greater
detail above, each of Dr. Woody and Dr. Rothbard have resigned from the Company and entered into separation agreements discussed in greater
detail above, pursuant to which they waived any rights to the amounts accrued pursuant to the Amendments.

 2022, 2023 and 2024 Bonuses

 On January 29, 2024, the
Board of Directors of the Company determined that no bonuses would be granted to management for the years ended December 31, 2022 or
2023, and that no bonus amounts would be accrued for the year ended December 31, 2024.

 Outstanding Equity Awards at Fiscal
Year End

 There were no outstanding
equity awards held by Named Executive Officers as of December 31, 2024.

 Potential Payments Upon Termination

 Pursuant to the Jordan
Consulting Agreement and the EVL Consulting Agreement, each discussed above, which are between the Company, Blair Jordan, our Chief Executive
Officer and director and Jordan Consulting and Eric R. Van Lent and EVL Consulting, respectively, the Company has the right (a) to terminate
the Jordan Consulting Agreement at any time, provided that if the Company terminates the agreement other than for "just cause",
death or disability, (i) we are required to pay Mr. Jordan and Jordan Consulting, half of the then current annualized Fee, in the event
such termination occurs during the first twelve months of the agreement and 100% of the then current annualized Fee, in the event such
termination occurs after the first twelve months of the Agreement, together with all outstanding expenses and pro-rated Fee (through
the date of termination); (ii) we are required to pay Mr. Jordan and Jordan Consulting, any unpaid annual cash bonus in respect of any
completed fiscal year that has ended prior to the date of such termination with such amount determined based on actual performance during
such fiscal year as determined by the compensation committee; and (iii) we are required to provide for immediate vesting of any and all
equity or equity-related awards previously awarded; and (b) we have the right to terminate the EVL Consulting Agreement at any time,
provided that we pay EVL Consulting $10,000 upon such termination, payable within 60 days of such termination date.

 Director Compensation

 The following table sets
forth compensation information with respect to our non-employee directors during our fiscal year ended December 31, 2024 (director compensation
paid to our employee directors, if any, are included in the Summary Executive Compensation Table, above):

 Name

 Fees
 earned or
 paid in

 cash
 ($)

 Stock

 awards
 ($) (5)

 Option

 Awards
 ($) (5)

 All other
 compensation

 ($)

 Total
 ($)

 Lawrence Steinman

 $
 30,000

 $
 -

 $

 $
 -

 $
 30,000

 Ryan Smith (1)

 $
 48,334

 $
 -

 $
 -

 $
 -

 $
 48,334

 Jay Goodman (2)

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Stephen H. Shoemaker (3)

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Sir Marc Feldmann, Ph. D. (4)

 $
 -

 $

 $
 -

 $
 130,062
 (4)

 $
 130,062

 *

 The table above does not include the amount of any expense reimbursements
 paid to the above directors. No directors received any Non-Equity Incentive Plan Compensation or Nonqualified Deferred Compensation.
 Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than
 $10,000.

 (1)

 Appointed as a member of the Board of Directors on March 7, 2024.

 (2)

 Appointed as a member of the Board of Directors on October 24, 2024.

 (3)

 Appointed as a member of the Board of Directors on December 3, 2024.

 (4)

 Resigned as a member of the Board of Directors on March 7, 2024.
 Includes the fair value of 57,328 shares of common stock and options to purchase 20,000 shares of common stock with an exercise price
 of $1.95 per share, issued pursuant to a settlement agreement, valued as set forth in footnote (5), below.

 (5)

 Represents the aggregate grant date fair value of the award computed
 in accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic
 718. The assumptions used in calculating the aggregate grant date fair value of the awards reported in this column are set forth
 in our Consolidated Financial Statements. The values provided for these awards are based on applicable accounting standards and do
 not necessarily reflect the actual amounts realized or realizable.

 Effective February 28,
2024, March 7, 2024, March 7, 2024, October 24, 2024 and December 3, 2024, the Board of Directors of the Company appointed Blair Jordan,
Omar Jimenez, Ryan L. Smith, Jay Goodman and Stephen H. Shoemaker (collectively, the " Appointees " and the " Appointments ")
as members of the Board of Directors (" Board "), which Appointments were effective as of the same dates.

 In connection with Messrs.
Jordan's, Jimenez's, Smith's, Goodman's and Shoemaker's appointments to the Board and on February 24, 2024,
March 4, 2024, March 5, 2024, October 25, 2024, and December 2, 2024, respectively, to be effective upon each of their appointments to
the Board, the Company entered into an offer letter with each of Messrs. Jordan, Jimenez, Smith, Goodman and Shoemaker (collectively,
the " Offer Letters "). The Offer Letters provide for each of Messrs. Jordan, Jimenez and Smith to be paid $40,000 per
year as an annual retainer fee for serving on the Board (which amounts were subsequently increased to $50,000 by the Board) and Mr. Goodman
and Mr. Shoemaker to be paid $50,000 per year as an annual retainer fee for serving on the Board; Mr. Jordan was to be paid $10,000 per
year for serving as the Chairman of the then Strategic and Alternatives Committee, and $15,000 per year for serving as the then Lead
Director; Mr. Jimenez was to be paid $10,000 per year for serving as the Chairman of the Audit Committee; Mr. Smith was to be paid $10,000
per year for serving as the Chairman of the Compensation Committee and Nominating and Corporate Governance Committee; and Mr. Goodman
was to be paid $15,000 per year for serving as the Chairman of the Compensation Committee. The Company agreed to pay each of Messrs.
Jordan, Jimenez, Smith, Goodman and Shoemaker in connection with their appointment to the Board, quarterly in arrears, and pro-rated
for partial quarters. Mr. Jordan was paid an initial fee of $7,500. Messrs. Jimenez, Smith, Goodman and Shoemaker have the option of
receiving half of their compensation in cash and half of their compensation in stock, or alternatively receiving all of their compensation
in cash. Subsequently, Mr. Jordan stepped down as Lead Independent Director upon his appointment as Interim Chief Executive Officer and
Mr. Jimenez stepped down as a member of the Audit Committee in connection with his appointment as Chief Financial Officer, and in connection
therewith, Mr. Jordan's Offer Letter and Mr. Jimenez's Offer Letters were terminated, effective October 24, 2024 and December
2, 2024.

 Board of Director Fees

 Effective on May 7, 2024,
the Board of Directors set the compensation payable to non-executive members of the Board of Directors for services on the Board of Directors,
at (a) $50,000 per year for service on the Board; (b) $15,000 for each Chairperson of a committee of the Board of Directors (provided
that only one additional $15,000 payment shall be made even if the Director chairs multiple committees); and $25,000 additional for each
member of the Strategy and Alternatives, Risk, Safety and Regulatory Committee (formerly the Strategy and Alternatives Committee) of
the Board of Directors, provided that on October 24, 2024, the Board of Directors determined that members of, and the Chairman of, the
Strategy and Alternatives, Risk, Safety and Regulatory Committee would not receive any compensation for their services on such committee.

 On February 4, 2025,
the Board of Directors of the Company appointed independent director Ryan Smith, as Lead Independent Director of the Company, and agreed
to pay Mr. Smith an additional $20,000 per year for his services in such role.

 Effective February 20,
2025, the Board of Directors, with the recommendation of the Compensation Committee of the Board of Directors, approved the grant of
65,000 shares of Restricted Common Stock to each of then non-executive members of the Board of Directors, i.e., Mr. Smith, Mr. Goodman,
Dr. Steinman and Mr. Shoemaker, as long-term incentive plan compensation, for services to be rendered to the Company as non-executive
directors and committee members, as applicable, for 2025, with such shares subject to vesting, if at all, at the rate of 1/2 of such
shares on each of July 1, 2025 and December 31, 2025, subject to each holder's continued service with the Company on such vesting
dates, and subject to the terms of a Notice of Restricted Stock Grant and Restricted Stock Grant Agreement entered into between the Company
and each of the non-executive directors.

 ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 Security Ownership of Management and
Certain Beneficial Owners and Management

 The following table contains
information regarding the beneficial ownership of our voting stock as of April 25, 2025 (the " Date of Determination "),
held by (i) each stockholder known by us to beneficially own more than 5% of the outstanding shares of any class of voting stock;
(ii) our directors; (iii) our Named Executive Officers as defined in the Summary Executive Compensation Table, below; and (iv) all
current directors and executive officers as a group. Except where noted, all holders listed below have sole voting power and investment
power over the shares beneficially owned by them. Unless otherwise noted, the address of each person listed below is c/o 180 Life Sciences
Corp., 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306.

 Beneficial ownership has
been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially
owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an
option or warrant or upon conversion of a convertible security) within 60 days of the date as of which the information is provided.
In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned
by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual voting power at any particular date.

 Beneficial ownership as
set forth below is based on our review of our record stockholders list and public ownership reports filed by certain of our stockholders,
and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described below.

 Beneficial Owner

 Number of Common Stock Shares
 Beneficially Owned

 Percent of Common Stock**

 Directors, Officers and Named Executive Officers

 Blair Jordan

 403,166
 (1)

 7.1
 %

 Eric R. Van Lent

 —

 —

 Ryan Smith

 65,000
 (2)

 1.1
 %

 Lawrence Steinman

 68,389
 (2)

 1.2
 %

 Jay Goodman

 65,000

 1.1
 %

 Stephen H. Shoemaker

 65,000

 1.1
 %

 James N. Woody

 —

 —

 Omar Jimenez

 —

 —

 Jonathan Rothbard

 1,475

 *

 Ozan Pamir

 —

 —

 Quan Anh Vu

 —

 —

 All officers and directors as a group (6 persons)

 666,555

 11.7

 5% Stockholders

 Elray Resources Inc. (3)

 4,318,000
 (4)

 49.7
 %

 AmTrust Financial Services, Inc. (5)

 509,707

 8.9
 %

 *

 Less than one percent.

 **

 Percentages based upon 5,695,487 shares of our common stock issued
 and outstanding at April 25, 2025.

 Former Named Executive Officer, no longer serving as an officer
 or director of the Company. Beneficial ownership is based on either (a) the last beneficial ownership disclosed to the Company from
 such persons; or (b) the record shareholders list of the Company as of the Date of Determination, and may not reflect the total number
 of shares of common stock of the Company beneficially owned by the noted individual as of such date.

 (1)

 Includes 160,000 Restricted Stock Shares subject to vesting as follows:
 (a) 80,000 shares vest on January 1, 2026, subject to Mr. Jordan's continued service to the Company on such vesting date; and (b)
 80,000 shares vest on December 31, 2026, subject to Mr. Jordan's continued service to the Company on such vesting dates. On February
 5, 2025, as a required condition to the entry into a First Amendment to Separation and Release Agreement with Dr. James Woody, the
 Company's former Chief Executive Officer and director, the Company, Mr. Jordan and Dr. Woody, entered into a Voting
 Agreement, whereby Dr. Woody agreed to vote a total of 43,166 shares of the Company's common stock, as recommended by the Board
 of Directors of the Company, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to
 February 5, 2026, the date after August 5, 2025, that Dr. Woody has sold all of the shares or the date that the Company terminates
 the Voting Agreement. In order to enforce the terms of the Voting Agreement, Dr. Woody provided Mr. Jordan (or his assigns), solely
 for the benefit of the Company, an irrevocable voting proxy to vote the 43,166 shares pursuant to the guidelines set forth above
 at any meeting of stockholders or via any written consent of stockholders. As a result of the irrevocable voting proxy, Mr. Jordan
 may be deemed to beneficially own the 43,166 shares of common stock of the Company held by Dr. Woody. On February 21, 2025, as a
 required condition to the entry into a Mutual Settlement and General Release Agreement with Dr.
 Marlene Krauss ("Dr. Krauss"), the former Chief Executive Officer
 and director of KBL Merger Corp. IV, the Company's predecessor, and KBL IV Sponsor, LLC, the Company's former sponsor,
 the Company, the Mr. Jordan and Dr. Krauss, entered into a Voting Agreement, whereby Dr. Krauss agreed to vote a total of
 200,000 shares of the Company's common stock, as recommended by the Board of Directors of the Company, at any meeting of stockholders
 or via any written consent of stockholders, which may occur prior to August 21, 2025. In order to enforce the terms of the Voting
 Agreement, Dr. Krauss provided Mr. Jordan (or his assigns), solely for the benefit of the Company, an irrevocable voting proxy to
 vote the 200,000 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders.
 As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 200,000 shares of common stock of the
 Company held by Dr. Krauss. Except for the limited right to vote such shares pursuant to the Voting Agreements, Mr. Jordan has no
 dispositive control over the shares, nor any pecuniary interest therein.

 (2)

 Includes 65,000 Restricted Stock Shares subject to vesting as follows:
 (a) 32,500 shares vest on July 1, 2025; and (b) 32,500 shares vest on December 31, 2025, subject to the holder's continued
 service to the Company on such vesting dates.

 (3)

 Address: 3651 Lindell Road, Suite D131, Las Vegas, NV, 89103. The
 securities held by Elray Resources, Inc. are beneficially owned by Anthony Brian Goodman, its Chief Executive Officer. The information
 included in this footnote is based on information reported on Schedule 13D/A filed by Elray Resources, Inc. with the SEC on April
 11, 2025, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable
 SEC regulations.

 (4)

 Includes 3,000,000 shares of common stock issuable upon exercise
 of warrants to purchase shares of common stock held by Elray Resources, Inc., which each have an exercise price of $1.68 per share
 and cashless exercise rights, and an expiration date of September 30, 2031.

 (5)

 Address: 59 Maiden Lane, Fl 43, New York, New York 10038. These
 shares are beneficially owned by Barry Zyskind, the Chairman and Chief Executive Officer of AmTrust Financial Services, Inc.

 Change of Control

 The Company is not aware
of any arrangements which may at a subsequent date result in a change of control of the Company, except that Elray Resources, Inc., the
holder of 1,318,000 shares of our outstanding common stock holds warrants to purchase up to 3,000,000 shares of common stock with an
exercise price of $1.68 per share. If converted and exercised in full (for cash), the 3,000,000 shares of common stock issuable upon
exercise of the warrants would constitute 49.7% of our then outstanding shares of common stock and would represent a change of control
of the Company.

 Equity Compensation Plan Information

 The following table sets
forth information, as of December 31, 2024, with respect to our compensation plans under which common stock is authorized for issuance.

 Plan Category

 Number of
 securities
 to
 be
 issued upon
 exercise of
 outstanding
 options,
 warrants and
 rights
 (A)

 Weighted-
 average
 exercise

 price of
 outstanding
 options,
 warrants and
 rights
 (B)

 Number of
 securities
 remaining

 available for
 future issuance
 under equity
 compensation
 plans (excluding
 securities
 reflected in

 Column A)
 (C)

 Equity compensation plans approved by stockholders (1)

 21,629

 $
 28.25

 800,097

 Equity compensation plans not approved by stockholders (2)

 $
 2,007.00

 -

 Total

 21,796

 800,097

 (1)

 Options granted and awards available for future issuance under the
 2020 OIP (defined below) and 2022 OIP (defined below), each discussed below.

 (2)

 This relates to five-year warrants granted on March 12, 2021, for
 the purchase of 167 shares of our common stock at an exercise price of $2,007.00 held by Alliance Global Partners.

 2020 Omnibus Incentive Plan

 We have reserved 9,784
shares of our common stock for grant under our 2020 Omnibus Incentive Plan (" 2020 OIP "), of which 6,935 shares
are available for future awards as of the date of this filing.

 The purpose of the 2020
OIP is to promote the interests of the Company and its subsidiaries and its stockholders by (i) attracting and retaining directors,
executive officers, employees and consultants of outstanding ability; (ii) motivating such individuals by means of performance-related
incentives to achieve the longer-range performance goals of the Company and its subsidiaries; and (iii) enabling such individuals
to participate in the long-term growth and financial success of the Company.

 Awards under the 2020
OIP may be made in the form of performance awards, restricted stock, restricted stock units, stock options, which may be either incentive
stock options or non-qualified stock options, stock appreciation rights, other stock-based awards and dividend equivalents. Awards are
generally non-transferable.

 2022 Omnibus Incentive Plan

 We have reserved 1,000,000
shares of our Common Stock for grant under our 2022 Omnibus Incentive Plan, as amended and restated (" 2022 OIP "),
of which 363,162 shares are available for future awards as of the date of this filing.

 The purpose of the 2022
OIP is to promote the interests of the Company and its subsidiaries and its stockholders by (i) attracting and retaining directors,
executive officers, employees and consultants of outstanding ability; (ii) motivating such individuals by means of performance-related
incentives to achieve the longer-range performance goals of the Company and its subsidiaries; and (iii) enabling such individuals
to participate in the long-term growth and financial success of the Company.

 Awards under the 2022
OIP may be made in the form of performance awards, restricted stock, restricted stock units, stock options, which may be either incentive
stock options or non-qualified stock options, stock appreciation rights, other stock-based awards and dividend equivalents. Awards are
generally non-transferable.

 ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Except as discussed below
or otherwise disclosed above under " Item 11. Executive Compensation ", there have been no transactions
over the last two fiscal years, and there is not currently any proposed transaction, in which the Company was or is to be a participant,
where the amount involved exceeds the lesser of (a) $120,000 or (b) one percent of the Company's total assets at year-end for
the last two completed fiscal years, and in which any officer, director, or any stockholder owning greater than five percent (5%) of
our outstanding voting shares, nor any member of the above referenced individual's immediate family, had or will have a direct
or indirect material interest.

 Related Party Agreements

 Service Agreement with Prof. Sir Marc Feldmann

 See "Service
Agreement with Prof. Sir Marc Feldmann (former Co-Executive Chairman)" under "Description of Material Consulting Agreements",
 in the section entitled "Item 11. Executive Compensation", above.

 Prof. Jagdeep Nanchahal Consulting Agreement

 See " Prof. Jagdeep
Nanchahal Consulting Agreement " under " Description of Material Consulting Agreements ", in the section entitled
" Item 11. Executive Compensation ", above.

 Prof. Lawrence Steinman Consultancy Agreement
and Consulting Agreement

 See " Consultancy
Agreement with Prof. Lawrence Steinman " and " Lawrence Steinman, M.D. Consulting Agreement " under " Description
of Material Consulting Agreements ", in the section entitled " Item 11. Executive Compensation ", above.

 Jordan Consulting Agreement

 See " Jordan Consulting
Agreement " under " Current Compensation Agreements ", in the section entitled " Item 11. Executive
Compensation ", above.

 EVL Consulting Agreement

 See " EVL Consulting
Agreement " under " Current Compensation Agreements ", in the section entitled " Item 11. Executive
Compensation ", above.

 Voting Agreements

 On May 7, 2024, Dr. James
N. Woody resigned as Chief Executive Officer of the Company and entered into a Separation and Release Agreement with the Company. Under
the Separation Agreement, the Company agreed to (a) pay Dr. Woody $50,000 in cash, less all applicable withholdings and required deductions;
(b) issue Dr. Woody 25,000 fully-vested shares of the Company's common stock; and (c) provide Dr. Woody the right to earn
an additional $50,000 in the event we complete a change of control transaction (the " Change of Control Bonus ") within
24 months of the resignation date or we raise at least $5 million within 12 months from the resignation date, the total fair value of
which is included above in "All Other Compensation".

 On February 5, 2025, we
entered into a First Amendment to Separation and Release Agreement with Dr. Woody (the " First Amendment "). Pursuant
to the First Amendment, Dr. Woody and the Company agreed to amend the terms of the May 7, 2024 Separation and Release Agreement, to terminate
the Change of Control Bonus and for the Company to instead issue Dr. Woody $60,000 in shares of restricted common stock of the Company
(or 43,166 shares of common stock, based on the closing sales price of the Company's common stock on February 5, 2025, which closing
price was $1.39 per share, the " Separation Shares "). The Separation Shares include piggyback registration rights for
a resale registration statement relative to the Separation Shares for a period of six (6) months.

 The First Amendment also
required Dr. Woody to enter into a Voting Agreement with the Company. Pursuant to the Voting Agreement, which was entered into on February
5, 2025, by Dr. Woody, the Company, and Blair Jordan, the Company's Chief Executive Officer, solely for the benefit of the Company,
Dr. Woody agreed to vote the Separation Shares as recommended by the Board of Directors of the Company, at any meeting of stockholders
or via any written consent of stockholders, which may occur prior to February 5, 2026; the date after August 5, 2025, that Dr. Woody
has sold all of the Separation Shares; or the date that the Company terminates the Voting Agreement. In order to enforce the terms of
the Voting Agreement, and solely for the benefit of the Company, Dr. Woody provided Mr. Jordan (or his assigns) an irrevocable voting
proxy to vote the Separation Shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent
of stockholders. The Voting Agreement also provides a restriction on Dr. Woody's sale or transfer of any of the Separation Shares
until August 5, 2025.

 On February 21, 2025,
as a required condition to the entry into a Mutual Settlement and General Release Agreement with Dr.
Marlene Krauss ("Dr. Krauss"), the former Chief Executive Officer and
director of KBL Merger Corp. IV, the Company's predecessor, and KBL IV Sponsor, LLC, the Company's former sponsor, the
Company, Mr. Jordan and Dr. Krauss, entered into a Voting Agreement, whereby Dr. Krauss agreed to vote a total of 200,000 shares of the
Company's common stock, as recommended by the Board of Directors of the Company, at any meeting of stockholders or via any written
consent of stockholders, which may occur prior to August 21, 2025. In order to enforce the terms of the Voting Agreement, Dr. Krauss
provided Mr. Jordan (or his assigns), solely for the benefit of the Company, an irrevocable voting proxy to vote the 200,000 shares pursuant
to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders. As a result of the irrevocable
voting proxy, Mr. Jordan may be deemed to beneficially own the 200,000 shares of common stock of the Company held by Dr. Krauss.

 Except for the limited
right to vote such shares pursuant to the Voting Agreements, Mr. Jordan has no dispositive control over the shares, nor any pecuniary
interest therein.

 Conversion of Series B Convertible Preferred
Stock

 On March 27, 2025, Elray
Resources, Inc., the sole holder of the Series B Convertible Preferred Stock of the Company, and a greater than 5% stockholder, converted
all 1,000,000 outstanding shares of Series B Convertible Preferred Stock of the Company which it then held into 1,318,000 shares of common
stock (1.318 shares of common stock for each share of Series B Convertible Preferred Stock converted), in accordance with the terms of
such preferred stock and the optional conversion right set forth therein.

 General and Administrative - Related
Parties

 General and Administrative
Expenses – Related Parties during the years ended December 31, 2024 and 2023, were $0 and $46,555, respectively. Of the expenses
incurred during 2024 and 2023, these primarily relate to professional fees paid to current or former officers, directors or greater than 10%
investors, or affiliates thereof.

 Accounts Payable - Related Parties

 Accounts payable - related
parties were $684,181 and $266,009 as of December 31, 2024 and 2023, respectively, and consist of amounts due to certain officers
and directors of the Company, as well as deferred compensation for certain executives. For the accounts payable – related party
balance as of December 31, 2024 and 2023, approximately $0 and $210,000, respectively, relates to income taxes payable to the U.K.
government for the salary of Prof. Sir Marc Feldmann, who previously served as the Chairman, CEO and Executive Director of CannBioRex.

 Research and Development Expenses –
Related Parties

 During the year ended
December 31, 2024, we incurred research and development expenses – related parties of $567,832, compared to $480,777 incurred for
the year ended December 31, 2023, representing an increase of $87,055 or 18%. The change is mainly attributable to an overall increase
in research and development (R&D) program spending based on Company resource allocation.

 Related Party Litigation

 Action Against Former Executive of KBL

 On September 1, 2021,
the Company initiated legal action in the Chancery Court of Delaware against Dr. Marlene Krauss, the Company's former Chief
Executive Officer and director (" Dr. Krauss ") and two of her affiliated companies, KBL IV Sponsor, LLC and KBL Healthcare
Management, Inc. (collectively, the " KBL Affiliates ") for, among other things, engaging in unauthorized monetary
transfers of the Company's assets, non-disclosure of financial liabilities within the Company's Consolidated Financial Statements,
issuing shares of stock without proper authorization; and improperly allowing stockholder redemptions to take place. The Company's
complaint alleged multiple causes of action against Dr. Krauss and/or the KBL Affiliates, and sought compensatory damages in excess of
$11,286,570, together with interest, attorneys' fees and costs.

 On October 5, 2021, Dr.
Krauss and the KBL Affiliates filed an Answer, Counterclaims and Third-Party Complaint against the Company and twelve individuals who
are, or were, directors and/or officers of the Company, i.e., Marc Feldmann, Lawrence Steinman, James N. Woody, Teresa DeLuca,
Frank Knuettel II, Pamela Marrone, Lawrence Gold, Donald A. McGovern, Jr., Russell T. Ray, Richard W. Barker, Shoshana Shendelman and
Ozan Pamir (collectively, the " Third-Party Defendants "). On February 24, 2022, Dr. Krauss filed an amended
Answer, Counterclaims and Third-Party Complaint (the " Amended Counterclaims "), which, among other things, dismissed
Teresa DeLuca, Frank Knuettel II, Pamela Marrone, Russell T. Ray, Richard W. Barker and Shoshana Shendelman. In essence, the
Amended Counterclaims allege that the Company and the remaining Third-Party Defendants made alleged misstatements against Dr. Krauss
in SEC filings, failed to register her shares in the Company so that they could be traded, and failed to pay to Dr. Krauss the amounts
alleged to be owing under a promissory note in the principal amount of $371,178, plus an additional $300,000 under Dr. Krauss's
resignation agreement. On April 19, 2022, Dr. Krauss stipulated to dismiss all of her counterclaims against both Donald A. McGovern,
Jr. and Lawrence Gold.

 On June 25, 2024, Dr.
Krauss filed a Motion for partial summary judgment on her claim that the Company failed to register her shares.

 Action Against the Company by Dr. Krauss

 On August 19, 2021, Dr.
Krauss initiated legal action in the Chancery Court of Delaware against the Company. The Complaint alleged that the Company was
obligated to advance expenses including, attorney's fees, to Dr. Krauss for the costs of defending against an SEC investigation
and Subpoenas, and that the Company is also required to reimburse Dr. Krauss for the costs of bringing this lawsuit against the Company. On
September 3, 2021, Dr. Krauss filed an Amended Complaint which further alleged that Dr. Krauss was also allegedly entitled to advancement
by the Company of her expenses, including attorney's fees, for the costs of defending against the Third-Party Complaint in the
Tyche action referenced below, and the costs of defending against the Company's own Complaint against Dr. Krauss as described above. On
or about September 23, 2021, the Company filed its Answer to the Amended Complaint in which the Company denied each of Dr. Krauss'
claims and raised numerous affirmative defenses.

 On November 15, 2021,
Dr. Krauss filed a Motion for Summary Adjudication as to certain of the issues in the case, which was opposed by the Company. On
March 7, 2022, the Court issued a decision denying the Motion in part and granting it in part. The Court then issued an Order
implementing such decision on March 29, 2022. The parties subsequently engaged in proceedings as set forth in that Order,
and the Company was required to pay a portion of those fees while objecting to the remaining portion of disputed fees. On October 10,
2022 and January 18, 2023, Dr. Krauss filed applications to compel the Company to pay the full amount of fees requested by Dr. Krauss
for May-October 2022, and to modify the Court's Order. On May 3, 2023, the Court issued an Order granting both of Dr. Krauss's
Applications for payment of attorney's fees totaling $714,557, which amount was paid in May 2023.

 In 2022 and 2023, we made
payments in the aggregate amount of $2,566,850 and $1,115,254, respectively, to our former Chief Executive Officer, Dr. Marlene Krauss,
a then greater than 5% stockholder, in settlement of certain claims by Dr. Krauss for the advancement of expenses incurred by Dr. Krauss
in certain pending legal matters to which Dr. Krauss, pursuant to our organizational documents and Delaware law, was determined to be
owed indemnification for.

 On
February 21, 2025, we entered into a Mutual Settlement and General Release Agreement with Dr. Krauss and KBL IV Sponsor, LLC (" KBL
Sponsor ") (the " Settlement Agreement "). Pursuant to the Settlement Agreement, the Company agreed to (1)
pay $50,000 within twenty days from February 21, 2025 (the " Cash Payment "), which amount was timely paid, and (2)
issue 200,000 shares of restricted common stock within three business days (the " Krauss Shares "), which shares were
timely issued. The Krauss Shares include piggyback registration rights for a resale registration statement relative to the Krauss Shares
for a period of six (6) months.

 The
Settlement Agreement also required Dr. Krauss to enter into a Voting Agreement with the Company, which is discussed in greater detail
above under " —Voting Agreements ".

 The
Settlement Agreement required Dr. Krauss to file a dismissal of her court actions within ten days after receipt of the Cash Payment and
that the Company, Dr. Krauss and KBL Sponsor dismiss all of their claims against one another with prejudice, each of which requirements
have occurred to date.

 Action Against Tyche Capital LLC

 The Company commenced
and filed an action against defendant Tyche Capital LLC ("Tyche") in the Supreme Court of New York in the County of New York
on April 15, 2021. In its Complaint, the Company alleged claims against Tyche arising out of Tyche's breach of its written
contractual obligations to the Company as set forth in a "Guarantee and Commitment Agreement" dated July 25, 2019, and a
"Term Sheet for KBL Business Combination With CannBioRex" dated April 10, 2019 (collectively, the "Subject Guarantee"),
and claimed that Tyche's breach of the Subject Guarantee caused the Company damages in the amount of at least $6,776,686.

 On or about May 17, 2021,
Tyche responded to the Company's Complaint by filing an Answer and Counterclaims against the Company alleging that it was the Company,
rather than Tyche, that had breached the Subject Guarantee. Tyche also filed a Third-Party Complaint against six third-party defendants,
including three members of the Company's management, Sir Marc Feldmann, Dr. James Woody, and Ozan Pamir (collectively, the "Individual
Company Defendants"), claiming that they allegedly breached fiduciary duties to Tyche with regards to the Subject Guarantee.

 On November 23, 2021,
the Court granted the Company's request to issue an Order of attachment against all of Tyche's shares of the Company's
stock that had been held in escrow. In so doing, the Court found that the Company had demonstrated a likelihood of success on the
merits of the case based on the facts alleged in the Company's Complaint.

 On February 18, 2022,
Tyche filed an Amended Answer, Counterclaims and Third-Party Complaint. On August 25, 2022, the Court granted the Company's
Motion to Dismiss each of the Individual Company Defendants, and also three of the four Counterclaims brought against the Company, leaving
only Tyche's declaratory relief claim. On August 26, 2022, Tyche filed a Motion to vacate or modify the Company's existing
attachment Order against Tyche's shares of the Company's stock held in escrow, however, the Court summarily denied such Motion
on January 3, 2023. Although Tyche subsequently filed a Notice of Appeal as to that denial, on May 4, 2023, the Appellate Court unanimously
affirmed the ruling of the lower Court in the Company's favor.

 On January 30, 2023, the
Company filed a Notice of Motion for Summary Judgment. In hearings held on September 11 and 19, 2023, the Court granted the Company's
Motion, but referred the question as to the amount of the Company's damages against Tyche to a special referee. Tyche filed a Notice
of Appeal as to the Court's ruling.

 On June 30, 2024, the
Company entered into a written Settlement Agreement with Tyche and Ronald Bauer and Samantha Bauer to fully resolve this action with
Tyche and the Bauer action referenced below. The Settlement Agreement has been fully signed, and the parties have performed the following
terms: forgiveness of loans to the Company by the Bauer Defendants, exoneration of the Company's $50,000 bond in the Tyche
action, complete mutual releases of all claims and counterclaims in both actions, and dismissal of both the Tyche action and the Bauer
action in their entireties.. As a result of forgiveness of loans payable to the Bauer Defendants totaling $81,720, and accrued interest
of $25,171, as well as release of the Company's $50,000 bond, the Company recognized a gain of $156,891 during the three
months ended June 30, 2024. Pursuant to the Settlement Agreement the Company cancelled 2,385 shares of common stock previously held by
Tyche on January 30, 2025. In addition, Ronald Bauer and Samantha Bauer agreed to indemnify the Company and its subsidiaries from any
collection attempts, actions or proceedings brought by Cambridge Capital Ltd. (" Cambridge ") and Park Lane Capital,
Ltd. (" Park Lane "). Cambridge and Park Lane have made certain loans to the Company or its subsidiaries in the aggregate
amount of approximately $130,000. Cambridge and Park Lane have made a demand for payment and the Company provides no assurance that Ronald
and Samantha Bauer will indemnify the Company or that the Company will not be forced to repay such amounts.

 Action Against Ronald Bauer & Samantha
Bauer

 The Company and two of
its wholly-owned subsidiaries, Katexco Pharmaceuticals Corp. and CannBioRex Pharmaceuticals Corp. (collectively, the " Company
Plaintiffs "), initiated legal action against Ronald Bauer and Samantha Bauer, as well as two of their companies, Theseus Capital
Ltd. and Astatine Capital Ltd. (collectively, the "Bauer Defendants"), in the Supreme Court of British Columbia on February
25, 2022. The Complaint claims that the Bauer Defendants misappropriated funds and stock shares, engaged in unauthorized stock sales,
and obtained improper travel expenses. The Bauer Defendants filed a Response denying the Civil Claim Complaint of the Company on May
6, 2022.

 On June 30, 2024, the
Company Plaintiffs, Tyche and the Bauer Defendants entered into the Settlement Agreement described above, which fully resolves this action.

 Declaratory Relief Action Against the Company
by AmTrust International

 On June 29, 2022, AmTrust
International Underwriters DAC (" AmTrust "), which was the premerger directors' and officers' insurance
policy underwriter for KBL, filed a declaratory relief action against the Company in the U.S. District Court for the Northern
District of California (the " Declaratory Relief Action ") seeking a declaration that AmTrust is not obligated to reimburse
the Company for fees advanced by the Company to Dr. Krauss and George Hornig under the directors' and officers' insurance
policy.

 On September 20, 2022, the
Company filed its Answer and Counterclaims against AmTrust for bad faith breach of AmTrust's insurance coverage obligations to
the Company under the subject insurance policy, seeking at least $2 million in compensatory damages, and punitive damages. In addition,
the Company brought a Third-Party Complaint against its excess insurance carrier, Freedom Specialty Insurance Company (" Freedom ")
seeking declaratory relief that Freedom will also be required to honor its policy coverage as soon as the amount of AmTrust's insurance
coverage obligations to the Company has been exhausted. On October 25, 2022, AmTrust filed its Answer to the Company's Counterclaims
and, on October 27, 2022, Freedom filed its Answer to the Third-Party Complaint.

 On November 22, 2022,
the Company filed a Motion for Summary Adjudication against both AmTrust and Freedom and, on April 21, 2023, the Court issued an Order
Granting in Part and Denying in Part the Company's Motion. This Order essentially ruled in favor of the Company on nearly all of
the issues in the case, but found there were still issues of disputed facts as to the Change in Control exclusion contained within the
policies, which precluded the Court from granting the remainder of the Company's requests for summary adjudication as a matter
of law.

 On August 4, 2023, the
Court granted the Company's request to file a second motion for partial summary judgment, this one being on the issue of whether
AmTrust should be required to advance to the Company the defense costs being incurred by Dr. Krauss and Mr. Hornig during the pendency
of the case. On February 12, 2024, the Court granted the Company's Motion and ordered that: (a) AmTrust is obligated under its
insurance policy to advance to the Company all defense costs in excess of the deductible that the Company has advanced, or will advance,
to Dr. Krauss and Mr. Hornig in connection with the SEC Subpoenas, and (b) upon exhaustion of the AmTrust insurance policy, Freedom is
obligated to do the same pursuant to its excess liability insurance policy. This Order applies throughout the interim of the case, but
does not constitute a final judgment, and both the Company and the two insurers retain their rights to contest all applicable issues
at trial, which is scheduled for May 12, 2025.

 On April 16, 2024, AmTrust
paid the Company $2.27 million in reimbursement of fees which the Company had advanced to Dr. Krauss and Mr. Hornig, of which the Company
received $1,512,711 after the payment of attorney's fees. On May 9, 2024, AmTrust paid the Company a further $300,140 in reimbursement
of fees advanced by the Company, of which the Company received $200,093 after the payment of attorney's fees.

 The Company, Freedom and
AmTrust held a mediation conference on August 21, 2024, during which, the Company agreed to the terms of a settlement with Freedom.

 On September 23, 2024,
Freedom paid the Company a further $125,000 in reimbursement of fees advanced by the Company, of which the Company received $76,639 after
the payment of attorney's fees.

 Subsequently, the Company
and AmTrust held an additional mediation conference.

 On,
and effective on, April 6, 2025 (the " Effective Date "), the Company entered into a Confidential AmTrust Settlement
Agreement and Release (the " AmTrust Settlement Agreement ") with AmTrust, and its wholly-owned subsidiary, AmTrust
Financial Services, Inc. (" AFSI "). Pursuant to the AmTrust Settlement Agreement, the Company and AmTrust agreed to
resolve the ongoing litigation and disputes discussed above, relating to the Company's pre-merger directors' and officers'
insurance policy (the " Coverage Action ").

 Pursuant
to the terms of the AmTrust Settlement Agreement, the Company agreed to (i) pay AmTrust a cash payment of $250,000 (the " Settlement
Sum ") within 20 days of the Effective Date, and (ii) issue AFSI 509,707 shares of the Company's common stock (the " AmTrust
Settlement Shares "), within three business days of the Effective Date, which have been issued to date. The AmTrust Settlement
Shares were valued at $575,000 (the " Shares Value "), based on the volume-weighted average price of the Company's
common stock over the 30 trading days preceding the Effective Date and are subject to customary anti-dilution protections, including
adjustments for stock splits, combinations, and stock dividends.

 Within
ten days after delivery of both the Settlement Sum and the AmTrust Settlement Shares, the parties have agreed to file a joint stipulation
of dismissal with prejudice of the Coverage Action.

 In
connection with the settlement, the Company and AmTrust provided each other broad mutual releases of all claims, known and unknown, arising
out of or relating to, among other things, the Coverage Action, certain claims relating to an SEC investigation of certain of the Company's
pre-merger officers, including Dr. Krauss, a lawsuit filed by the Company against Dr. Krauss, certain cross claims made by the Company
against AmTrust, and related insurance claims and matters, including any claims for bad faith, breach of the implied covenant of good
faith and fair dealing, or alleged unfair insurance practices. These releases extend to affiliates, officers, directors, employees, agents,
and other related parties of both entities. The AmTrust Settlement Agreement expressly provides that it does not release the parties
from obligations arising under the AmTrust Settlement Agreement itself.

 In
connection with the issuance of the AmTrust Settlement Shares and pursuant to the AmTrust Settlement Agreement, the Company agreed to
provide AFSI with certain registration rights. Specifically, the Company is obligated to use commercially reasonable efforts to file
a registration statement on Form S-1 (or Form S-3, if available) with the SEC within 45 days of the Effective Date (i.e., prior to May
21, 2025) to register the resale of the AmTrust Settlement Shares (the " Resale Registration Statement "). The Company
has further agreed to use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective within
60 days following the Effective Date, or, in the event of SEC notice that the Registration Statement will not be reviewed, by the third
business day thereafter.

 The
Company is required to keep the Resale Registration Statement continuously effective until such time as AFSI no longer holds any AmTrust
Settlement Shares, and to bear all related costs and expenses in connection with such registration, excluding AFSI's legal fees.
Additionally, the Company must provide legal opinion coverage at its expense, if necessary, to enable AFSI to rely on Rule 144 resale
exemptions after six months.

 If
the Company fails to file or cause the Resale Registration Statement to become effective within 105 days after the Effective Date (i.e.,
prior to July 20, 2025), if the prospectus included in the registration statement can no longer be relied upon, or if the Company fails
to maintain the effectiveness of the Resale Registration Statement (each, a " Registration Statement Failure Event "),
the Company is required to pay liquidated damages equal to 3.0% of the Shares Value for each such failure and for each month such failure
continues, subject to a cap of 33.0% of the Shares Value.

 The
AmTrust Settlement Agreement included customary representations and warranties of the parties, including representations from AFSI confirming
its status as an accredited investor.

 Indemnification Agreements

 We have entered into indemnification
agreements with each of our directors and officers other than Eric R. Van Lent, our Chief Accounting Officer, provided that we expect
to enter into an indemnification agreement with Mr. Van Lent shortly after this filing. The indemnification agreements and our Certificate
of Incorporation and Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

 Related Party Transaction Policy

 Our Audit Committee must
review and approve any related party transaction we propose to enter into. Our Audit Committee charter details the policies and procedures
relating to transactions that may present actual, potential or perceived conflicts of interest and may raise questions as to whether
such transactions are consistent with the best interest of our company and our stockholders. A summary of such policies and procedures
is set forth below.

 Any potential related
party transaction that is brought to the Audit Committee's attention will be analyzed by the Audit Committee, in consultation with
outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute
a related party transaction. At its meetings, the Audit Committee will be provided with the details of each new, existing or proposed
related party transaction, including the terms of the transaction, the business purpose of the transaction and the benefits to us and
to the relevant related party.

 In determining whether
to approve a related party transaction, the Audit Committee must consider, among other factors, the following factors to the extent relevant:

 whether the terms of the transaction are fair to us and on the same
 basis as would apply if the transaction did not involve a related party;

 whether there are business reasons for us to enter into the transaction;

 whether the transaction would impair the independence of an outside
 director; and

 whether the transaction would present an improper conflict of interest
 for any director or executive officer.

 Any member of the Audit
Committee who has an interest in the transaction under discussion must abstain from any voting regarding the transaction, but may, if
so, requested by the Chairman of the Audit Committee, participate in some or all of the Audit Committee's discussions of the transaction.
Upon completion of its review of the transaction, the Audit Committee may determine to permit or to prohibit the transaction.

 Director Independence

 In evaluating the independence
of each of our directors and director nominees, the Board considers transactions and relationships between each director or nominee,
or any member of his or her immediate family, and the Company and its subsidiaries and affiliates. The Board also examines transactions
and relationships between directors and director nominees or their known affiliates and members of the Company's senior management
and their known affiliates. The purpose of this review is to determine whether any such relationships or transactions are inconsistent
with a determination that the director is independent under applicable laws and regulations and Nasdaq listing standards.

 Our Board of Directors
has affirmatively determined that Ryan Smith, Jay Goodman and Stephen H. Shoemaker are each an independent director as defined under
the Nasdaq rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act, and have
no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 Furthermore, the Board
has determined that each of the members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee
are independent within the meaning of Nasdaq director independence standards applicable to members of such committees, as currently in
effect.

 The Compensation Committee
members also qualify as "non-employee directors" within the meaning of Section 16 of the Exchange Act.

 In making the independence
determination described above regarding Mr. Goodman, the Board of Directors took into account the fact that Jay Goodman is the adult
son of Anthony Brian Goodman, who serves as the Chief Executive Officer of Elray Resources, Inc., which entity holds all 1,318,000 shares
of common stock and warrants to purchase 3,000,000 shares of common stock at an exercise price of $1.68 per share, and is the beneficial
owner of 49.7% of our outstanding common stock and 23.1% of our outstanding voting stock.

 ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES.

 Change in Independent Registered Public
Accounting Firm

 On April 17, 2024, with
the approval of the Audit Committee of the Board of Directors of the Company, the Company dismissed Marcum LLP (" Marcum ")
as the Company's independent registered public accounting firm, effective immediately. Also, on April 17, 2024, with the approval
of the Audit Committee, the Company engaged M&K CPA's, PLLC (" M&K CPAs "), as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately.

 The audit reports of Marcum
on the Company's financial statements as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022 (the
" Audit Periods "), did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principles, except that such opinions disclosed an uncertainty of the Company to
continue as a going concern.

 During the Audit Periods
and during the period from December 31, 2023 through April 17, 2024, the Company had: (i) no disagreements with Marcum of the type contemplated
by Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to Marcum's satisfaction, would have caused it to make reference to the subject matter
of any such disagreement in connection with its reports; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation
S-K, except that the Audit Reports disclosed an uncertainty of the Company to continue as a going concern.

 The Company provided Marcum
with the disclosures above and requested Marcum to furnish the Company with a letter addressed to the Securities and Exchange Commission
stating whether it agreed with the statements made by the Company and, if not, stating the respects in which it does not agree. A copy
of Marcum's letter is filed as Exhibit 16.1 to the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 19, 2024.

 During the Audit Periods
and during the period from December 31, 2023 through April 17, 2024, neither the Company nor anyone on its behalf consulted M&K
CPAs regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's consolidated financial statements or (ii) any matter that was the subject
of a " disagreement " (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that
Item) or a " reportable event " (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

 Principal Accounting Fees and Services

 Our independent public
accounting firm for the year ended December 31, 2024 was M&K CPAS, PLLC (Auditor Firm ID: 2738), and our independent accounting
firm for the year ended December 31, 2023, was Marcum LLP (Auditor Firm Id: 688).

 The following is a summary
of fees paid or to be paid for audit, tax and related fees for services rendered by our independent auditing firms during the periods
indicated:

 For the Fiscal Year
 Ended

 December 31,

 2024

 2023

 Audit Fees

 $

 511,813

 (1)

 $

 718,380

 (3)

 Audit-Related Fees

 —

 —

 Tax Fees

 12,000

 (2)

 77,191

 (4)

 All Other Fees

 —

 —

 Total

 $

 523,813

 $

 795,571

 (1)
 Represents $173,500 of fees charged by M&K CPAs
and $338,313 of fees charged by Marcum.

 (2)
 Represents $12,000 of fees charged by M&K CPAs
and $0 of fees charged by Marcum.

 (3)
 Represents $0 of fees charged by M&K CPAs
and $718,380 of fees charged by Marcum.

 (4)
 Represents $0 of fees charged by M&K CPAs
and $77,191 of fees charged by Marcum.

 Audit Fees. Audit
fees consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements and services
that are normally provided by M&K CPAs and Marcum, in connection with regulatory filings, including for professional services rendered
for the audit of our annual consolidated financial statements, review of the financial information included in our Forms 10-Q for
the respective periods and other required filings with the SEC for the applicable years. The above amounts include interim procedures
and audit fees, as well as attendance at Audit Committee meetings.

 Audit-Related Fees. Audit-related services
consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our consolidated
financial statements and are not reported under " Audit Fees. " These services include attest services that are not
required by statute or regulation and consultations concerning financial accounting and reporting standards.

 Tax Fees. Includes
fees paid for tax return services.

 All Other Fees. Includes
fees not included under " Audit Fees ", " Audit-Related Fees " and " Tax Fees ".

 Audit Committee Policy for Pre-approval
of Independent Registered Public Accounting Firm Services

 The Audit Committee of
the Board is required to pre-approve all audit and non-audit services provided by the Company's independent registered public accounting
firm in order to assure that the provision of such services does not impair the independent registered public accounting firm's
independence. The Audit Committee has established a policy regarding pre-approval of permissible audit, audit-related, and other services
provided by the independent registered public accounting firm, which services are periodically reviewed and revised by the Audit Committee.
Unless a type of service has received general pre-approval under the policy, the service will require specific approval by the Audit
Committee. All audit and permitted non-audit services and all fees associated with such services performed by our independent registered
public accounting firm in fiscal 2024 and 2023 were approved by the Audit Committee consistent with the policy described above.

 ITEM 15. EXHIBITS,
FINANCIAL STATEMENTS AND SCHEDULES

 (a)

 No financial statement
or supplemental data is filed with this Amendment No. 1 to Form 10-K. See Index to Financial Statements and Supplemental Data of the
Original Form 10-K.

 (b) Exhibits

 The exhibits required
to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the "Exhibit Index" of the Original Form
10-K. The attached list of exhibits in the "Exhibit Index" sets forth the additional exhibits required to be filed with
this Amendment No. 1 and is incorporated herein by reference in response to this item.

 Exhibit

 Number

 Description

 31.3*

 Certification of Principal
 Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 31.4*

 Certification of Principal
 Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 document)

 *
 Filed herewith.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

 180 LIFE SCIENCES CORP.

 Date: April 25, 2025

 /s/ Blair Jordan

 By:

 Blair Jordan,

 Chief Executive Officer

 (Principal Executive Officer)

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