180 Life Sciences Reports Unregistered Equity Sales
Ticker: FRMM · Form: 8-K · Filed: Mar 1, 2024 · CIK: 1690080
Sentiment: neutral
Topics: unregistered-sales, equity-securities, dilution-risk
Related Tickers: ATNF
TL;DR
180 Life Sciences sold unregistered equity, watch for dilution.
AI Summary
On February 28, 2024, 180 Life Sciences Corp. reported unregistered sales of equity securities. The company, formerly known as KBL Merger Corp. IV, is incorporated in Delaware and operates in the Pharmaceutical Preparations industry.
Why It Matters
This filing indicates potential dilution for existing shareholders as new equity securities were issued without a prior public registration.
Risk Assessment
Risk Level: medium — Unregistered sales can signal financial distress or a need for capital, potentially leading to dilution and increased risk for existing shareholders.
Key Players & Entities
- 180 Life Sciences Corp. (company) — Registrant
- KBL Merger Corp. IV (company) — Former company name
- February 28, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
FAQ
What type of equity securities were sold?
The filing indicates unregistered sales of equity securities, but the specific type (e.g., common stock, preferred stock, warrants) is not detailed in the provided text.
What was the purpose of these unregistered sales?
The provided text does not specify the purpose behind the unregistered sales of equity securities.
Were these sales part of a private placement?
The filing states 'Unregistered Sales of Equity Securities,' which typically implies a private placement or similar exemption from registration, but the exact nature is not explicitly detailed.
What is the company's primary business?
180 Life Sciences Corp. operates in the Pharmaceutical Preparations industry, with SIC code 2834.
When was the company formerly known as KBL Merger Corp. IV?
The date of the name change from KBL Merger Corp. IV to 180 Life Sciences Corp. was November 15, 2016.
Filing Stats: 574 words · 2 min read · ~2 pages · Grade level 9.5 · Accepted 2024-03-01 16:30:42
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
- $0.0019 — e " Company "), at an exercise price of $0.0019 per share, exercised warrants to purcha
- $122.90 — 28, 2024 (the " Prior Form 8-K ")), for $122.90 of cash, and will be issued 64,684 shar
Filing Documents
- ea0200953-8k_180life.htm (8-K) — 27KB
- 0001213900-24-019036.txt ( ) — 241KB
- atnf-20240228.xsd (EX-101.SCH) — 4KB
- atnf-20240228_def.xml (EX-101.DEF) — 26KB
- atnf-20240228_lab.xml (EX-101.LAB) — 36KB
- atnf-20240228_pre.xml (EX-101.PRE) — 25KB
- ea0200953-8k_180life_htm.xml (XML) — 6KB
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. On February 28, 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 $0.0019 per share, exercised warrants to purchase 64,684 shares of common stock (after adjusting for the Company's 1-for-19 reverse stock split which was effective on February 28, 2024, as disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 28, 2024 (the " Prior Form 8-K ")), for $122.90 of cash, and will be issued 64,684 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 " Securities Act "). 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 approximately 652,292 shares of common stock issued and outstanding, without taking into account the rounding of shares associated with the reverse stock split, as described in greater detail in the Prior Form 8-K.
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: March 1, 2024 By: /s/ James N. Woody, M.D., Ph.D. James N. Woody, M.D., Ph.D. Chief Executive Officer