180 Life Sciences Corp. Completes Acquisition, Reports Equity Sales

TL;DR

180 Life Sciences just bought stuff and sold some stock, plus changed their bylaws. Big moves!

AI Summary

180 Life Sciences Corp. announced on September 29, 2024, the completion of its acquisition of the assets of a private company. The company also reported on unregistered sales of equity securities and material modifications to the rights of its security holders. Additionally, 180 Life Sciences Corp. filed amendments to its articles of incorporation and bylaws.

Why It Matters

This filing indicates significant corporate activity for 180 Life Sciences Corp., including an acquisition and changes affecting its securities, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing details an acquisition and unregistered equity sales, which can introduce financial and operational risks, as well as potential dilution for existing shareholders.

Key Players & Entities

• 180 Life Sciences Corp. (company) — Filer of the 8-K report
• KBL Merger Corp. IV (company) — Former name of 180 Life Sciences Corp.
• 2024-09-29 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Ma
• $25,000 — quirements of the parties, subject to a $25,000 deductible. The closing of the transac
• $1.68 — The Warrants have an exercise price of $1.68 per share, the closing stock price of t
• $17.30 — Preference "). The " Stated Value " is $17.30 per share of Series B Convertible Prefe
• $17,300,000 — tal aggregate Liquidation Preference of $17,300,000. 4 Conversion Rights . None prior to
• $2,500,000 — that it did not comply with the minimum $2,500,000 stockholders' equity requirement for co

Filing Documents

• ea0216403-8k_180life.htm (8-K) — 78KB
• ea021640301ex2-1_180life.htm (EX-2.1) — 257KB
• ea021640301ex3-1_180life.htm (EX-3.1) — 115KB
• ea021640301ex4-1_180life.htm (EX-4.1) — 37KB
• ea021640301ex99-1_180life.htm (EX-99.1) — 30KB
• ex3-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-24-084859.txt ( ) — 854KB
• atnf-20240929.xsd (EX-101.SCH) — 4KB
• atnf-20240929_def.xml (EX-101.DEF) — 26KB
• atnf-20240929_lab.xml (EX-101.LAB) — 36KB
• atnf-20240929_pre.xml (EX-101.PRE) — 25KB
• ea0216403-8k_180life_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement On September 29, 2024, 180 Life Sciences Corp. (the " Company ", " we " and " us "), entered into an Asset Purchase Agreement (the " Purchase Agreement ") with Elray Resources, Inc. (" Elray "). Pursuant to the Purchase Agreement, Elray agreed to sell us certain source code and intellectual property relating to an online blockchain casino (the " Purchased Assets ") in consideration for 1,000,000 shares of newly designated Series B Convertible Preferred Stock (the " Preferred Stock ", and the shares of common stock issuable upon conversion thereof, the " Conversion Shares ") and warrants to purchase 3,000,000 shares of common stock of the Company (the " Warrants " and the shares of common stock issuable upon exercise thereof, the " Warrant Shares "). Pursuant to the Purchase Agreement, the Company and Elray made certain representations and provided certain warranties (which were required to be re-certified at closing) to each other relating to, among other things: (a) the organization of the parties; (b) the authority of the parties to enter into and affect the transactions contemplated by the Purchase Agreement; (c) required consents to complete the transaction; (d) no conflicts existing in connection with the Purchase Agreement; (e) lack of litigation; (f) no brokers; (g) title to the Purchased Assets (Elray); (h) intellectual property rights (Elray); (i) certain securities representations (Elray); (j) capitalization of the Company (the Company); (k) the listing of our common stock on Nasdaq; and (l) others. The Purchase Agreement includes (i) customary covenants of each of the parties and confidentiality requirements; and (iv) customary indemnification requirements of the parties, subject to a $25,000 deductible. The closing of the transactions contemplated by the Purchase Agreement were subject to certain customary conditions to closing, including the filing of the designation

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The Purchased Assets were acquired on September 30, 2024, upon the Closing, as discussed in greater detail in Item 1.01 , which information and disclosures are incorporated by reference into this Item 2.01 in their entirety by reference.

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The disclosures in Item 1.01 and Item 5.03 relating to the Series B Convertible Preferred Stock and Warrants are incorporated by reference into this Item 3.02 in their entirety. The offer and sale of the 1,000,000 shares of Series B Convertible Preferred Stock and the Warrants, issued in connection with the Closing, and the Conversion Shares and Warrant Shares, were, and are, intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing offer, sales and issuances were/will not involve a public offering, the recipient has confirmed that it is an " accredited investor ", and the recipient will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. If converted in full, the maximum number of shares of common stock issuable upon conversion of the 1,000 shares of Series B Convertible Preferred Stock is 10,000,000 shares of common stock; provided that the number of shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock is fixed at 40% of the Company's outstanding shares of common stock (after issuance thereof) upon the date of Stockholder Approval, as discussed below under Item 5.03 . If exercised in full, the maximum number of shares of common stock issuable upon exercise of the Warrants is 3,000,000 shares of common stock.

03 Material Modification to Rights of Security

Item 3.03 Material Modification to Rights of Security Holders. The disclosures set forth in Item 5.03 of this Current Report on Form 8-K are incorporated into this Item 3.03 by reference.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series B Convertible Preferred Stock On September 30, 2024, in contemplation of the closing of the transactions contemplated by the Purchase Agreement, and pursuant to the power provided to the Company by the Certificate of Incorporation of the Company, as amended, the Company's Board of Directors approved the adoption of, and filing of, a Certificate of Designations of 180 Life Sciences Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock (the " Series B Designation "), which was filed with, and became effective with, the Secretary of State of Delaware on the same date. The Series B Designation designated 1,000,000 shares of Series B Convertible Preferred Stock which were issued to Elray on the Closing Date. 3 The below is a summary of the rights and preferences of the Series B Convertible Preferred Stock: Voting Rights . Until such time, if ever, as Stockholder Approval is received, the Series B Convertible Preferred Stock only has rights to vote on amendments to the Series B Designation (which are subject to the approval of a simple majority of the holders of Series B Convertible Preferred Stock), and the Protective Provisions, discussed below. The Series B Preferred Stock require the consent of the holders of at least a majority of the issued and outstanding shares of Series B Convertible Preferred Stock to (a) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B Convertible Preferred Stock of the Company; (b) adopt or authorize any new designation of any Preferred Stock or amend the Certificate of Incorporation of the Company in a manner which (i) provides any holder of common stock or preferred stock any rights upon a liquidation of the Company which are prior and superior to those of the holders of the Series B Convertible Preferred Stock;

01. Other Events

Item 8.01. Other Events. Press Release On October 3, 2024, the Company published a press release announcing the closing of the Purchase Agreement. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01 . Nasdaq Equity Rule Compliance Extension As previously disclosed, on November 15, 2023, the Listing Qualifications department (the " Staff ") of The Nasdaq Stock Market LLC (" Nasdaq ") notified the Company that it did not comply with the minimum $2,500,000 stockholders' equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b) (the " Equity Rule ") and Nasdaq subsequently provided the Company an extension until May 13, 2024, to regain compliance with the Equity Rule. Also as previously disclosed, the Company was unable to regain compliance with the Equity Rule prior to May 13, 2024 and as a result, on May 14, 2024, the Company received a delist determination letter from the Staff advising the Company that the Staff had determined to suspend the trading of the Company's common stock and public warrants at the opening of business on May 23, 2024 and to file a Form 25-NSE with the SEC, which would remove the Company's common stock and public warrants from listing and registration on The Nasdaq Stock Market, unless the Company timely requested an appeal of the Staff's determination. On May 17, 2024, the Company requested an appeal of the Staff's delisting determination, and on May 20, 2024, the Staff advised the Company that the delisting action referenced in the Staff's determination letter has been stayed, pending a final written decision by the Nasdaq Hearings Panel (" Panel "). 5 A Panel hearing was subsequently held and the Panel determined to grant the Company's request to continue its listing on Nasdaq, subject to the Company meeting certain conditions, including filing on or before July 31, 2024, a public disclosure describing th

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description of Exhibit 2.1*# Asset Purchase Agreement dated September 29, 2024, by and among Elray Resources, Inc., as seller and 180 Life Sciences Corp., as purchaser 3.1* Certificate of Designations of 180 Life Sciences Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock 4.1* Common Stock Purchase Warrant to purchase 3,000,000 shares of common stock dated September 30, 2024, granted by 180 Life Sciences Corp. to Elray Resources, Inc. 99.1* Press Release dated October 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. # Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that 180 Life Sciences Corp., Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished. Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Forward- Looking Statements This Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties,

View Full Filing

View this 8-K filing on SEC EDGAR