180 Life Sciences Reports Unregistered Equity Sales
Ticker: FRMM · Form: 8-K · Filed: Mar 8, 2024 · CIK: 1690080
Sentiment: neutral
Topics: unregistered-sales, equity-securities, capital-raise
Related Tickers: ATNF
TL;DR
180 Life Sciences sold unregistered stock, potentially diluting existing shares.
AI Summary
On March 6, 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 its principal executive offices are located in Palo Alto, California.
Why It Matters
This filing indicates that 180 Life Sciences Corp. has issued equity securities without a prior registration, which could have implications for existing shareholders and regulatory compliance.
Risk Assessment
Risk Level: medium — Unregistered sales of equity securities can signal financial distress or a need for capital, potentially leading to dilution and increased risk for investors.
Key Players & Entities
- 180 Life Sciences Corp. (company) — Registrant
- KBL Merger Corp. IV (company) — Former company name
- March 6, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Palo Alto, California (location) — Principal executive offices
FAQ
What type of equity securities were sold?
The filing states "Unregistered Sales of Equity Securities" but does not specify the exact type of securities sold in this 8-K filing.
Were these sales part of a private placement?
The filing indicates "Unregistered Sales of Equity Securities," which typically implies a private placement or other exemption from registration requirements, but the specific exemption is not detailed here.
What is the significance of the company formerly being KBL Merger Corp. IV?
The company changed its name from KBL Merger Corp. IV to 180 Life Sciences Corp. on November 15, 2016, indicating a rebranding or shift in business focus.
What is the business address of 180 Life Sciences Corp.?
The business address is 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA 94306.
What is the SIC code for 180 Life Sciences Corp.?
The Standard Industrial Classification (SIC) code for 180 Life Sciences Corp. is 2834, which corresponds to Pharmaceutical Preparations.
Filing Stats: 573 words · 2 min read · ~2 pages · Grade level 9.3 · Accepted 2024-03-08 16:49:15
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
- $0.0019 — " and " us "), at an exercise price of $0.0019 per share, exercised 1,368,000 and 1,17
- $254.60 — ants, respectively, for an aggregate of $254.60 of cash. As a result of the exercises,
Filing Documents
- ea0201429-8k_180life.htm (8-K) — 27KB
- 0001213900-24-021093.txt ( ) — 241KB
- atnf-20240306.xsd (EX-101.SCH) — 4KB
- atnf-20240306_def.xml (EX-101.DEF) — 26KB
- atnf-20240306_lab.xml (EX-101.LAB) — 36KB
- atnf-20240306_pre.xml (EX-101.PRE) — 25KB
- ea0201429-8k_180life_htm.xml (XML) — 6KB
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. On March 6, 2024 and March 7, 2024, the holder of pre-funded warrants to purchase 1/19 th of a share of common stock of 180 Life Sciences Corp. (the " Company ", " we " and " us "), at an exercise price of $0.0019 per share, exercised 1,368,000 and 1,178,000 warrants, respectively, for an aggregate of $254.60 of cash. As a result of the exercises, the holder was issued 72,000 and 62,000 shares of common stock, respectively (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 ")). 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 issuances described above, the Company will have approximately 852,758 shares of common stock issued and outstanding; and no pre-funded warrants remain outstanding.
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 8, 2024 By: /s/ James N. Woody, M.D., Ph.D. James N. Woody, M.D., Ph.D. Chief Executive Officer