FORUM MARKETS Inc — fact timeline

Ryan L. Smith was appointed as Director at FORUM MARKETS Inc.

“the Board of Directors of the Company appointed Omar Jimenez and Ryan L. Smith (collectively, the “ Appointees ” and the “ Appointments ”) as members of the Board of Directors (“ Board ”), which Appointments were effective as of the same date.”

Omar Jimenez was appointed as Director at FORUM MARKETS Inc.

“the Board of Directors of the Company appointed Omar Jimenez and Ryan L. Smith (collectively, the “ Appointees ” and the “ Appointments ”) as members of the Board of Directors (“ Board ”), which Appointments were effective as of the same date.”

Sir Marc Feldmann resigned as Director at FORUM MARKETS Inc.

“On March 7, 2023, Sir Marc Feldmann, Ph.D. provided notice to the Board of Directors of 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”) of his resignation as a member of the Board of Directors, effective on the same date (March 7, 2024).”

Blair Jordan was appointed as Director at FORUM MARKETS Inc.

“February 28, 2024, the Board of Directors of 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”), appointed Blair Jordan as a member of the Board of Directors (“ Board ”), to fill one of the vacancies on the Board”

FORUM MARKETS Inc: Amendment to Second Amended and Restated Certificate of Incorporation to effect a 1-for-19 reverse stock split of common stock, effective February 28, 2024 at 12:01 a.m. Eastern Time (effective 2024-02-28).

“On February 26, 2024, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.”

FORUM MARKETS Inc: Stockholders approved the Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, increasing the maximum number of shares available for issuance from 470,000 to 4,249,933 shares (effective 2024-02-16).

“The Second Amendment became effective at the time of stockholder approval.”

FORUM MARKETS Inc shareholders approved Approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal Nos. 1 and 3 above at the 2024-02-16 meeting.

“Proposal No. 4: Approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal Nos. 1 and 3 above”

FORUM MARKETS Inc shareholders approved Approval of the adoption of the Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan at the 2024-02-16 meeting.

“Proposal No. 2: Approval of the adoption of the Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan”

FORUM MARKETS Inc shareholders approved Approval of an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive at the 2024-02-16 meeting.

“Proposal No. 1: Approval of an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to February 16, 2025”

Russell Ray resigned as Director at FORUM MARKETS Inc.

“Effective on December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp.”

Larry Gold resigned as Director at FORUM MARKETS Inc.

“Effective on December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp.”

Teresa DeLuca resigned as Director at FORUM MARKETS Inc.

“Effective on December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp.”

Pam Marrone resigned as Director at FORUM MARKETS Inc.

“Effective on December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp.”

Francis Knuettel II resigned as Director at FORUM MARKETS Inc.

“Effective on December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp.”

Donald A. McGovern, Jr. resigned as Director at FORUM MARKETS Inc.

“Effective on December 17, 2023, Donald A. McGovern, Jr., resigned as a member of the Board of Directors of 180 Life Sciences Corp.”

FORUM MARKETS Inc received a nasdaq deficiency notice notice regarding shareholders (rules 5635(d), 5635(d)(1)(A)).

“October 13, 2023 with the Securities and Exchange Commission (the “ Commission ”) by 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”), on October 11, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that it was not in compliance with the shareholder approval requirements set forth in Nasdaq Listing Rule 5635(d), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at”

FORUM MARKETS Inc entered into Warrant Agent Agreement with Continental Stock Transfer & Trust Company valued at Continental will act as warrant agent with respect to the Warrants to be issued by the Company (effective 2023-12-01).

“Simultaneously with the closing of the transactions, the Company expects to enter into a warrant agent agreement (the " Warrant Agent Agreement ") with Continental Stock Transfer & Trust Company (" Continental "), pursuant to which Continental will act as warrant agent with respect to the Warrants to be issued by the Company.”

FORUM MARKETS Inc amended Warrant Amendment Agreement with the Purchaser (a certain institutional investor) valued at Amends existing common warrants issued on various dates to have an exercise price of $0.17 per share (effective 2023-11-28).

“In accordance with the SPA Amendment, the Company entered into a warrant amendment agreement with the Purchaser, dated November 28, 2023 (the " Warrant Amendment Agreement "), whereby the Company agreed to amend the following outstanding warrants held by the Purchaser: (i) warrants to purchase up to 2,571,429 shares of Common Stock, issued on December 22, 2022, and amended in January 2023, April 2023 and August 2023; (ii) warrants to purchase up to 306,604 shares of Common Stock, issued on July 20, 2022 and amended in April 2023 and August 2023; (iii) warrants to purchase up to 1,570,680 shares of Common Stock, issued on April 10, 2023 and August 2023; and (iv) warrants to purchase up to 4,615,385 shares of Common Stock underlying the August Common Warrants (collectively, the " Existing Common Warrants ")”

FORUM MARKETS Inc amended Securities Purchase Agreement Amendment No. 1 with a certain institutional investor (the Purchaser) valued at Additional $830,769.30 repricing amount; issuance of pre-funded warrants to purchase up to 4,886,878 (effective 2023-11-28).

“On November 28, 2023, the Company entered into Amendment No. 1 to the August SPA with the Purchaser (the " SPA Amendment "), pursuant to which (i) the Purchaser agreed to pay an additional $830,769.30 in connection with the repricing of the August Shares and August Pre-Funded Warrants (the " Repricing Amount "), (ii) the Company agreed to issue to the Purchaser (x) pre-funded warrants to purchase up to 4,886,878 shares of Common Stock, with an exercise price of $0.0001 per share (the " Pre-Funded Warrants "), and (y) warrants to purchase up to 9,064,098 shares of Common Stock, with an exercise price of $0.17 per share (the " Common Warrants " and, together with the Pre-Funded Warrants, the " Warrants "), and (iii) the Company and the Purchaser agreed to enter into the Warrant Amendment Agreement”

FORUM MARKETS Inc received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).

“November 15, 2023, the Company received a letter from Nasdaq notifying the Company that its stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the period ending September 30, 2023 (the “ Form 10-Q ”), did not meet the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. In the Company’s Form 10-Q, the Company reported a stockholders’ deficit of ($149,327), which is below the minimum stockhol”

FORUM MARKETS Inc received a nasdaq noncompliance notice notice regarding shareholders (rules 5635(d)).

“October 11, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that it was not in compliance with the shareholder approval requirements set forth in Nasdaq Listing Rule 5635(d), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the applicable Minimum Price (as defined in Listing Rule 5635(d)(1)(A)). The Staff’s determination under Listing Rule 5635(d) related to the”

FORUM MARKETS Inc received a nasdaq deficiency notice notice regarding other (rules 5635(d)).

“of Nasdaq’s shareholder approval rules due to the type of offering, a best efforts offering pursuant to a placement agency agreement, and the fact that one investor purchased 98% of the Offering. As a result, because the Offering represented greater than 20% of the Common Stock outstanding and was priced below the Minimum Price, the Staff determined that”

FORUM MARKETS Inc received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“September 7, 2023, 180 Life Sciences Corp. (the “ Company ”, “ we ” or “ us ”) received written notice (the “ Notification Letter ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid pric”

FORUM MARKETS Inc: On September 4, 2023, the Board adopted Second Amended and Restated Bylaws making multiple changes including reducing quorum to one-third of voting power, removing stockholder list posting requirement, updating proxy rules per SEC Rule 14a-19, clarifying procedures for adjourned meetings and stockho (effective 2023-09-04).

“On September 4, 2023, the Board of Directors (the “ Board ”) of 180 Life Sciences Corp. (the “ Company ”), approved and adopted Second Amended and Restated Bylaws (the “ Second Amended and Restated Bylaws ”), which became effective the same day. The Second Amended and Restated Bylaws amend the prior bylaws of the Company to, among other things (a) reduce the number of shares required to constitute a quorum at a stockholders meeting of the holders of shares of outstanding capital stock of the Company to provide that stockholders holding one-third of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting shall constitute a quorum (Section 2.4); (b) remove the requirement to post the list of stockholders of the Company at meetings of stockholders (consistent with certain recent Delaware General Corporation Law rule changes)(Section 2.5(a)); (c) update the bylaws to address certain recent Securities and Exchange Commission rule changes i”

FORUM MARKETS Inc amended Warrant Amendment Agreement with the Institutional Investor (effective 2023-08-09).

“In connection with the Offering, the Company entered into a warrant amendment agreement (the “ Warrant Amendment Agreement ”), dated August 9, 2023, with the Institutional Investor, whereby the Company agreed to amend the following existing warrants held by such Institutional Investor”

FORUM MARKETS Inc entered into Placement Agency Agreement with A.G.P./Alliance Global Partners (effective 2023-08-09).

“On August 9, 2023, the Company also entered into a placement agency agreement (the “ Placement Agency Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”).”

FORUM MARKETS Inc entered into Purchase Agreement with a certain institutional investor valued at approximately $3.0 million (effective 2023-08-09).

“On August 9, 2023, 180 Life Sciences Corp., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Institutional Investor ”) and agreed to issue and sell to certain purchasers, including the Institutional Investor, in a registered public offering (the “ Offering ”), an aggregate of: (i) 666,925 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value (the “ Common Stock ”), at a price of $0.65 per share”

FORUM MARKETS Inc shareholders rejected Amendment to Second Amended and Restated Certificate of Incorporation to limit liability of certain officers.

“Proposal 6 A management proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company, was not approved due to such proposal not receiving the required affirmative vote of a majority of the Company’s voting shares as of the record date for the Annual Meeting, with stockholders voting as follows: For Against Abstain Broker Non-Votes 677,999 23,817 5,646 2,499,714”

FORUM MARKETS Inc shareholders approved Ratification of Marcum LLP as independent auditors for fiscal year 2023 at the 2023-12-31 meeting.

“Proposal 5 A management proposal to ratify the appointment of Marcum LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2023, was approved by the following vote: For Against Abstain Broker Non-Votes 3,201,722 4,409 1,045 -0-”

FORUM MARKETS Inc shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation.

“Proposal 4 The stockholders voted, on an advisory (non-binding) basis, on the frequency with which the Company should hold future advisory votes on executive compensation, as set forth below: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 657,503 43,168 6,302 489 2,499,714”

FORUM MARKETS Inc shareholders approved Advisory vote on named executive officer compensation.

“Proposal 3 A management proposal to approve on an advisory (non-binding) basis named executive officer compensation, as described in the Proxy Statement, was approved by the following vote: For Against Abstain Broker Non-Votes 667,284 39,371 807 2,499,714”

FORUM MARKETS Inc shareholders approved Approval of the First Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan.

“Proposal 2 A management proposal to approve the adoption of the First Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, was approved by the following vote: For Against Abstain Broker Non-Votes 668,814 37,713 935 2,499,714”

FORUM MARKETS Inc shareholders approved Election of four Class I directors.

“The four individuals listed below were elected at the Annual Meeting to serve as Class I directors of the Company, each to serve a term of two years and until their respective successors have been elected and qualified, or until such director’s resignation or removal, by the following vote: For Withhold Broker Non-Votes Lawrence Steinman 697,476 9,986 2,499,714 James N. Woody 684,530 22,932 2,499,714 Russell T. Ray 580,963 126,499 2,499,714 Francis Knuettel II 697,621 9,841 2,499,714”

Ozan Pamir changed role as Chief Financial Officer at FORUM MARKETS Inc.

“removed the ‘Interim’ title of Ozan Pamir, the Chief Financial Officer of the Company.”

FORUM MARKETS Inc entered into Warrant Agent Agreement with Continental Stock Transfer & Trust Company (effective 2023-04-10).

“On April 10, 2023, in connection with the closing of the Offering, the Company entered into a Warrant Agent Agreement with Continental Stock Transfer & Trust Company, as warrant agent, in connection with each of the Pre-Funded Warrants and the Common Warrants (each, a “ Warrant Agent Agreement ” and, collectively, the “ Warrant Agent Agreements ”).”

FORUM MARKETS Inc amended Warrant Amendment Agreement with certain institutional investor (effective 2023-04-05).

“In connection with the Offering, the Company entered into a warrant amendment agreement (the “ Warrant Amendment Agreement ”), dated April 5, 2023, with the Purchaser, whereby the Company agreed to amend certain existing warrants, held by the Purchaser, to purchase up to: (i) 2,571,429 shares of Common Stock of the Company, previously issued on December 22, 2022, as amended in January 2023, and (ii) 306,604 shares of Common Stock of the Company, previously issued on July 20, 2022 (collectively, the “ Existing Warrants ”), effective upon the closing of the Offering, such that the Existing Warrants will have an exercise price of $1.78 per share and a termination date of five and one-half years following the closing of the Offering.”

FORUM MARKETS Inc entered into Placement Agent Agreement with A.G.P./Alliance Global Partners (effective 2023-04-05).

“On April 5, 2023, the Company also entered into a placement agent agreement (the “ Placement Agent Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”).”

FORUM MARKETS Inc entered into Purchase Agreement with certain institutional investor valued at approximately $3.0 million (effective 2023-04-05).

“On April 5, 2023, 180 Life Sciences Corp., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Purchaser ”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering (the “ Registered Direct Offering ”), an aggregate of: (i) 400,000 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value (the “ Common Stock ”), at a price of $1.91 per share, and (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to 1,170,680 shares of Common Stock, at a price of $1.9099 per Pre-Funded Warrant.”

Quan Vu resigned as Chief Operating/Chief Business Officer at FORUM MARKETS Inc.

“On January 18, 2023, Mr. Quan Vu resigned as Chief Operating/Chief Business Officer of 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”) effective the same date”

FORUM MARKETS Inc amended Amendment to the Warrant Agent Agreement with Continental Stock Transfer & Trust Company (effective 2023-01-13).

“the Company entered into an amendment to the Warrant Agent Agreement, dated January 13, 2023 (the “ Amendment to the Warrant Agent Agreement ”), with the Warrant Agent to reflect the fact that the Warrants became exercisable on January 12, 2023.”

FORUM MARKETS Inc entered into Warrant Agent Agreement with Continental Stock Transfer & Trust Company (effective 2022-12-22).

“On December 22, 2022, in connection with the closing of the offering, the Company entered into a Warrant Agent Agreement with Continental Stock Transfer & Trust Company, as warrant agent, in connection with each of the Pre-Funded Warrants and the Common Warrants (each, a “ Warrant Agent Agreement ” and, collectively, the “ Warrant Agent Agreements ”).”

FORUM MARKETS Inc entered into Placement Agent Agreement with A.G.P./Alliance Global Partners (effective 2022-12-20).

“On December 20, 2022, the Company also entered into a placement agent agreement (the “ Placement Agent Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”).”

FORUM MARKETS Inc entered into Purchase Agreement with a certain institutional investor valued at approximately $6 million (effective 2022-12-20).

“On December 20, 2022, 180 Life Sciences Corp., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Purchaser ”).”

FORUM MARKETS Inc: Approved an amendment to the Second Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split, filed with the Delaware Secretary of State on December 15, 2022, effective December 19, 2022 (effective 2022-12-19).

“Immediately after the Special Meeting and the approval thereof by the Board, on December 15, 2022, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein. Pursuant to the Certificate of Amendment, the Reverse Stock Split will be effective on December 19, 2022 at 12:01 a.m. Eastern Time (the “ Effective Time ”).”

FORUM MARKETS Inc shareholders approved Reverse stock split of common stock at ratio between 1-for-4 and 1-for-20, inclusive, with exact ratio set by Board at the 2022-12-15 meeting.

“on December 15, 2022, at a Special Meeting of the Stockholders (the “ Special Meeting ”), of 180 Life Sciences Corp. (the “ Company, ” “ we, ” “ our, ” or “ us ”), the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 15, 2023 (the “ Stockholder Authority ”).”

Quan Anh Vu was appointed as Chief Operating Officer/Chief Business Officer at FORUM MARKETS Inc.

“Effective on October 29, 2021, the Board of Directors of 180 Life Sciences Corp. (the “ Company ”, “we” and “us”), appointed Mr. Quan Anh Vu as Chief Operating Officer/Chief Business Officer (“ COO/CBO ”) of the Company.”