お知らせ • Apr 10
180 Life Sciences Corp. Enters into A Confidential Settlement Agreement and Release with Amtrust International Underwriters DAC and Its Wholly-Owned Subsidiary, Amtrust Financial Services, Inc
On, and effective on, April 6, 2025 (the “ Effective Date”), 180 Life Sciences Corp. entered into a Confidential Settlement Agreement and Release with AmTrust International Underwriters DAC, and its wholly-owned subsidiary, AmTrust Financial Services, Inc. Pursuant to the Settlement Agreement, the Company and AmTrust agreed to resolve certain ongoing litigation and disputes relating to the Company’s pre-merger directors’ and officers’ insurance policy, as previously disclosed. Pursuant to the terms of the 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, par value $0.0001 per share (the “ Settlement Shares”), within three business days of the Effective Date. The 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 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 a Securities and Exchange Commission (SEC) investigation of certain of the Company’s per-merger officers, including Dr. Marlene 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 Settlement Agreement expressly provides that it does not release the parties from obligations arising under the Settlement Agreement itself. In connection with the issuance of the Settlement Shares and pursuant to the 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 to register the resale of the 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 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, 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.