Item 8.01. Other Events.
As previously reported, on
June 29, 2022, AmTrust International Underwriters DAC (“AmTrust”), which was the premerger directors’ and officers’
insurance policy underwriter for 180 Life Sciences Corp. (the “Company”, “we” and “us”), 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 declaration of AmTrust’s obligations under the directors’ and officers’ insurance policy.
In the Declaratory Relief Action, AmTrust is claiming that as a result of the merger, the Company is no longer the insured under
the subject insurance policy, notwithstanding the fact that the fees which the Company seeks to recover from AmTrust relate to matters
occurring prior to the merger.
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 directors’ and officers’ insurance policy, and seeking damages of at least $2 million in compensatory
damages, together with applicable 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 have 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. The Motion was fully briefed, and a hearing
was held on March 9, 2023. The standard to prevail on a Motion for Summary Adjudication in the Court is high to prevail and requires a
judge to find that there are no disputed issues of fact so that they can rule on the issues as a matter of law. In this instance the judge
found three major issues could be decided as a matter of law in the Company’s favor and that one issue, the Change in Control exclusion,
requires further discovery.
On April 21, 2023, the Court
issued an Order Granting in Part and Denying in Part the Company’s Motion for Partial Summary Judgment. Specifically,
the Court granted summary adjudication in favor of the Company on the following issues: (a) that the Company is, in fact, an insured under
both the AmTrust and Freedom insurance policies; (b) that certain Securities and Exchange Commission (SEC) subpoena related expenses
for defendants Dr. Marlene Krauss, the Company’s former Chief Executive Officer and Director, and George Hornig, the former
Chairman of the Board , are within the basic scope of coverage under both the AmTrust and Freedom insurance policies; and (c) that
the Insured vs. Insured exclusion relied upon by AmTrust and Freedom is not applicable to bar any such coverage.
The Court also found that
there were issues of disputed facts as to the Change in Control exclusion contained within the policies, which therefore precluded
the Court from granting the remainder of the Company’s requests for summary adjudication as a matter of law. Accordingly, the Court,
at this time, denied the Company’s further requests for summary adjudication and deemed that for the time being, the Change in Control
issue is to be determined at the time of trial, in order to find that the policies (i) provide coverage for the fees which the Company
has advanced and will advance to Dr. Marlene Krauss and George Hornig; (ii) that AmTrust has breached the policy; (iii) that AmTrust
must pay such expenses of the Company; and that, once the AmTrust policy has been exhausted, (iv) Freedom will be obligated to pay
such expenses of the Company pursuant to its policy. The Company intends to continue to vigorously pursue this final matter
in order to establish the Company’s entitlement to full payment by both AmTrust and Freedom of the subject advancement expenses
of the Company.
While the Company continues
to believe it has a strong case against both AmTrust and Freedom, and believes the Court ruling in its favor in regards to the matters
discussed above is a significant positive outcome for the Company, there can be no assurance that the Company will prevail in this
action.