180 Life Sciences Sells Unregistered Equity and Warrants

TL;DR

**180 Life Sciences just sold unregistered stock and warrants, likely a private capital raise.**

AI Summary

On February 26, 2024, 180 Life Sciences Corp. (ATNF) reported unregistered sales of equity securities, specifically common stock and warrants. The company issued these securities, which included common stock with a par value of $0.0001 per share and warrants to purchase additional shares. This filing indicates a capital raise through private placement, bypassing the typical SEC registration process for these specific securities.

Why It Matters

This filing indicates 180 Life Sciences Corp. is raising capital through private placements, which can dilute existing shareholders if not managed carefully, but also provides necessary funding for operations.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution for existing shareholders and may signal a need for immediate capital.

Key Numbers

• $0.0001 — Common Stock Par Value (Par value per share of common stock issued)

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• February 26, 2024 (date) — Date of earliest event reported
• $0.0001 (dollar_amount) — Par value per share of common stock

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Ma
• $111.19 — se 1,111,878 shares of common stock for $111.19 of cash, and was issued 1,111,878 share

Filing Documents

• ea0200627-8k_180life.htm (8-K) — 32KB
• ea0200627ex99-1_180life.htm (EX-99.1) — 17KB
• 0001213900-24-016681.txt ( ) — 271KB
• atnf-20240226.xsd (EX-101.SCH) — 4KB
• atnf-20240226_def.xml (EX-101.DEF) — 26KB
• atnf-20240226_lab.xml (EX-101.LAB) — 36KB
• atnf-20240226_pre.xml (EX-101.PRE) — 25KB
• ea0200627-8k_180life_htm.xml (XML) — 6KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On February 21, 2024, the holder of pre-funded warrants to purchase shares of common stock of 180 Life Sciences Corp. (the " Company "), at an exercise price of $0.0001 per share, exercised warrants to purchase 1,111,878 shares of common stock for $111.19 of cash, and was issued 1,111,878 shares of common stock upon exercise thereof. The exercise of the warrants was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The resale of the shares of common stock issuable upon exercise of the warrants was registered under a registration statement declared effective under the Securities Act. After the issuance described above (which is in process), the Company will have 11,270,710 shares of common stock issued and outstanding.

01

Item 8.01. Other Events. On February 26, 2024, the Company issued a press release announcing that its Board of Directors has approved a one-for-19 reverse stock split (the " Reverse Stock Split ") of the Company's outstanding common stock. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01 . The Reverse Stock Split is expected to become effective on February 28, 2024 at 12:01 p.m. Eastern Time (the " Effective Time "), with shares to begin trading on a split-adjusted basis at market open on February 28, 2024. In connection with the Reverse Stock Split, every 19 shares of the Company's common stock issued and outstanding as of the Effective Time will be automatically converted into one share of the Company's common stock. The reverse split will effect all issued and outstanding shares of common stock. All outstanding options, warrants, and other securities entitling their holders to purchase or otherwise receive shares of common stock will be adjusted as a result of the reverse split, as required by the terms of each security. The number of shares available to be awarded under the Company's equity incentive plans will also be appropriately adjusted. Following the reverse split, the par value of the Common Stock will remain unchanged at $0.0001 par value per share. The reverse split will not change the authorized number of shares of common stock or preferred stock. No fractional shares will be issued in connection with the reverse split, and stockholders who would otherwise be entitled to receive a fractional share will instead receive one whole share of common stock in lieu of such fractional share.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release dated February 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 180 LIFE SCIENCES CORP. Date: February 26, 2024 By: /s/ James N. Woody, M.D., Ph.D. James N. Woody, M.D., Ph.D. Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR