Material Event - Form 8-K

Item 4.01 Changes in Registrant's Certifying Accountant.

On April 17, 2024, with the approval of the Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of 180 Life Sciences Corp. (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 a copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing and requested that Marcum furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (the "SEC") stating whether or not Marcum agreed with the disclosure in this Item 4.01. A copy of Marcum's letter to the SEC in response to the foregoing request is attached as Exhibit 16.1to this Current Report on Form 8-K.

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).