180 Life Sciences Corp. Files 8-K with Material Agreements

TL;DR

180 Life Sciences filed an 8-K on 12/27/24 covering material agreements and equity sales.

AI Summary

On December 27, 2024, 180 Life Sciences Corp. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by 180 Life Sciences Corp., including potential new agreements and equity transactions that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate a need for capital or dilution concerns for existing shareholders.

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• December 27, 2024 (date) — Date of earliest event reported
• KBL MERGER CORP. IV (company) — Former company name
• November 15, 2016 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
• $2.41 — price per Share and Purchase Warrant is $2.41. The Purchase Warrants are immediately
• $2.28 — l exercise date at an exercise price of $2.28 per share. Pursuant to a placement age
• $50,000 — s expenses in an aggregate amount up to $50,000. The Placement Agency Agreement contain
• $2.6 million — penses are expected to be approximately $2.6 million. The Company intends to use the net pro

Filing Documents

• ea0226200-8k_180life.htm (8-K) — 42KB
• ea022620001ex1-1_180life.htm (EX-1.1) — 63KB
• ea022620001ex4-1_180life.htm (EX-4.1) — 90KB
• ea022620001ex5-1_180life.htm (EX-5.1) — 11KB
• ea022620001ex10-1_180life.htm (EX-10.1) — 236KB
• ea022620001ex99-1_180life.htm (EX-99.1) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 39KB
• 0001213900-24-113500.txt ( ) — 842KB
• atnf-20241227.xsd (EX-101.SCH) — 4KB
• atnf-20241227_def.xml (EX-101.DEF) — 26KB
• atnf-20241227_lab.xml (EX-101.LAB) — 36KB
• atnf-20241227_pre.xml (EX-101.PRE) — 25KB
• ea0226200-8k_180life_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement On December 27, 2024, 180 Life Sciences Corp. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with certain accredited investors (the " Investors "). Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 1,200,000 shares (the " Shares ") of the Company's common stock (" Common Stock ") and, in a concurrent private placement, warrants (the " Purchase Warrants ") to purchase up to 1,200,000 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Purchase Warrants, the " Purchase Warrant Shares "). The combined purchase price per Share and Purchase Warrant is $2.41. The Purchase Warrants are immediately exercisable on their grant date and will expire five and a half years following the initial exercise date at an exercise price of $2.28 per share. Pursuant to a placement agency agreement (the " Placement Agency Agreement ") dated as of December 27, 2024, between the Company and Maxim Group LLC (the " Placement Agent "), the Company engaged the Placement Agent to act as the Company's sole placement agent in connection with the registered direct offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to seven percent (7.0%) of the gross proceeds received by the Company from the sale of the Shares and Warrants and will reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $50,000. The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The registered direct offering is expected to close on or about Dece

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 related to the Purchase Warrants and the Purchase Warrant Shares is hereby incorporated by reference into this Item 3.02. The Purchase Warrants and Purchase Warrant Shares are being sold and issued without registration under the Securities Act of 1933, as amended (the " Securities Act "), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. A maximum of 1,200,000 shares of Common Stock are issuable upon exercise of the Purchase Warrants.

01 Other Events

Item 8.01 Other Events. On December 27, 2024 the Company issued a press release regarding the registered direct offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 1.1 Placement Agency Agreement by and between the Company and Maxim Group LLC, dated December 27, 2024 4.1 Form of Common Stock Purchase Warrant (December 2024 Offering) 5.1 Opinion of The Loev Law Firm, PC 10.1+ Form of Securities Purchase Agreement 23.1 Consent of The Loev Law Firm, PC (included in Exhibit 5.1) 99.1 Press Release dated December 27, 2024 104 Cover Page Interactive Data File (embedded within Inline XBRL document) + Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. 2

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: December 30, 2024 180 LIFE SCIENCES CORP. By: /s/ Blair Jordan Name: Blair Jordan Title: Interim Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR