180 Life Sciences Corp. Files S-1/A Amendment

TL;DR

180 Life Sciences Corp. (fka KBL Merger Corp. IV) filed S-1/A amendment Jan 27, 2025. SEC #333-283265.

AI Summary

180 Life Sciences Corp. filed an S-1/A amendment on January 27, 2025, for its registration statement (No. 333-283265). The company, formerly known as KBL Merger Corp. IV until November 15, 2016, is based in Palo Alto, CA, and operates in the Pharmaceutical Preparations sector. This filing is an amendment to a previous registration, indicating ongoing efforts to register securities.

Why It Matters

This S-1/A filing indicates that 180 Life Sciences Corp. is actively working through the process of registering securities, which is a necessary step before they can be offered to the public.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with companies seeking to raise capital or go public, which inherently carries higher risk than established, publicly traded companies.

Key Numbers

• 333-283265 — SEC Registration Number (Identifies the specific registration statement being amended.)
• 20250127 — Filing Date (The date the amendment was filed with the SEC.)

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• KBL MERGER CORP. IV (company) — Former company name
• 20161115 (date) — Date of name change
• 333-283265 (registration_number) — SEC Registration Number
• 20250127 (date) — Filing date
• Blair Jordan (person) — Interim Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — 8 shares of our common stock, par value $0.0001 per share, of 180 Life Sciences Corp.,
• $1.50 — are exercisable at an exercise price of $1.50 and each of the December 2024 Warrants
• $2.28 — are exercisable at an exercise price of $2.28. We are not selling any common stock un
• $5,586,222 — receive proceeds of up to approximately $5,586,222. We intend to use those proceeds, if an
• $1.60 — common stock as reported on Nasdaq was $1.60 per share. INVESTING IN OUR SECURITIE
• $25,000 — quirements of the parties, subject to a $25,000 deductible. The closing of the transac
• $97 billion — ine gaming sector is estimated to reach $97 billion in 2024, and is projected to grow to ne
• $133 billion — 024, and is projected to grow to nearly $133 billion by 2029. The cryptocurrency-based iGami
• $40 b — timated to have a size of approximately $40 billion, and is projected to increase to
• $158 billion — illion, and is projected to increase to $158 billion by 2028. 3 Regionally, Europe leads
• $39.8 billion — S. iGaming market is projected to reach $39.8 billion by 2029, growing at a compounded annual
• $25 billion — 9.8%, compared to projected revenue of $25 billion in 2024, according to Statista, driven
• $2.9 billion — s that India alone is expected to reach $2.9 billion in online gambling revenue by 2024, gro
• $4 billion — 024, growing at a 6% CAGR to just under $4 billion by 2029. Africa, with its expanding mob

Filing Documents

• ea0228135-s1a2_180life.htm (S-1/A) — 775KB
• ea022813501ex5-1_180life.htm (EX-5.1) — 13KB
• ea022813501ex23-1_180life.htm (EX-23.1) — 3KB
• ea022813501ex-fee_180life.htm (EX-FILING FEES) — 15KB
• image_001.jpg (GRAPHIC) — 5KB
• ex5-1_001.jpg (GRAPHIC) — 15KB
• 0001213900-25-007109.txt ( ) — 834KB

From the Filing

NO. 2 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on January 27, 2025 Registration No. 333-283265 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA 94306 (650) 507-0669 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Mr. Blair Jordan Interim Chief Executive Officer 180 Life Sciences Corp. 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA 94306 (650) 507-0669 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David M. Loev, Esq. John S. Gillies, Esq. The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone: (713) 524-4110 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “ large accelerated filer, ” “ accelerated filer, ” “ smaller reporting company, ” and “ emerging growth company ” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information contained in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. DATED JANUARY 27, 2025 PRELIMINARY PROSPECTUS 3,100,148 Shares of Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 3,100,148 shares of our common stock, par value $0.0001 per share, of 180 Life Sciences Corp., a Delaware corporation (the “ Company, ” “ we, ” “ our ” or “ us ”), by the selling stockholders identified in this prospectus (the “ Selling Stockholders ”). The shares of common stock being registered for resale hereunder consist of: (a) 1,900,138 shares of common stock issuable upon the exercise of the October 2024 Warrants (as defined herein), acquired by one of the Selling Stockholders, pursuant to an Inducement Agreement (as defined herein) entered into between us and such Selling Stockholder; and (b) 1,200,000 shares of common stock issuable upon the exercise of the December 2024 Warrants (as defined herein), acquired by the Selling Stockholders, pursuant to a Securities Purchase Agreement entered into between us and the Selling Stockholders (collectively (a) and (b), the “ Warrants, ” and all of the shares of common stock issuable upon exercise of the Warrants, the “ Shares ”). Each of the October

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