180 Life Sciences Corp. Reports Unregistered Equity Sale

TL;DR

180 Life Sciences sold unregistered equity, potentially impacting share count.

AI Summary

On October 17, 2024, 180 Life Sciences Corp. reported an unregistered sale of equity securities. The company, formerly known as KBL Merger Corp. IV, is incorporated in Delaware and its fiscal year ends on December 31st. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a transaction involving the company's equity that was not registered with the SEC, which could have implications for investors regarding transparency and potential dilution.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes signal financial distress or a need for capital, and may lead to dilution for existing shareholders.

Key Numbers

• 001-38105 — Commission File Number (Identifies the company's SEC filing history)
• 90-1890354 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• KBL Merger Corp. IV (company) — Former company name
• October 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
• $3.48 — of Common Stock at an exercise price of $3.48 per share during the period from the da
• $3,306,240 b — by the Holder and the Company received $3,306,240 before deducting financial advisory fees
• $1.50 — Common Stock with an exercise price of $1.50 per share pursuant to the terms of the
• $3,320,331 — k and the Company raising approximately $3,320,331 from the exercise of the Existing Warra
• $3,306,240 — ther expenses payable by us, instead of $3,306,240, which references have been updated and

Filing Documents

• ea0217938-8k_180life.htm (8-K) — 33KB
• 0001213900-24-089354.txt ( ) — 248KB
• atnf-20241017.xsd (EX-101.SCH) — 4KB
• atnf-20241017_def.xml (EX-101.DEF) — 26KB
• atnf-20241017_lab.xml (EX-101.LAB) — 36KB
• atnf-20241017_pre.xml (EX-101.PRE) — 25KB
• ea0217938-8k_180life_htm.xml (XML) — 6KB

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. On October 16 and 17, 2024, the Existing Warrants were exercised in full for cash by the Holder and the Company received $3,306,240 before deducting financial advisory fees and other expenses payable by us. To the extent the change in the exercise price of the Existing Warrants in connection with the Inducement Agreement constituted an exchange of the Existing Warrants, such exchange was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the " Securities Act "). When issued in full, and notwithstanding any portion of the shares held in abeyance, subject to the Holder's beneficial ownership limitation described in greater detail in the Prior Form 8-K, a total of 950,069 shares of Common Stock will be issued to the Holder upon exercise of the Existing Warrants and the Company will have a total of 1,976,999 shares of Common Stock issued and outstanding following such issuance. On October 17, 2024, the Company issued the Holder New Warrants to purchase up to 1,900,138 shares of Common Stock with an exercise price of $1.50 per share pursuant to the terms of the Inducement Agreement. The New Warrants are immediately exercisable and have a term of exercise of five years. The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act for the issuance of the New Warrants since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipient was an accredited investor. The securities are subject to transfer restrictions, and the securities 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 exercised in full, a total of a maximum of 1,900,138 shares of

01 Other Events

Item 8.01 Other Events. The Prior Form 8-K contained certain errors in that it referenced the Holder holding Existing Warrants to purchase 954,118 shares of common stock of the Company, instead of 950,069 shares of common stock and the Company raising approximately $3,320,331 from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by us, instead of $3,306,240, which references have been updated and corrected above.

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. Date: October 21, 2024 180 LIFE SCIENCES CORP. By: /s/ Blair Jordan Name: Blair Jordan Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR