180 Life Sciences Corp. Files S-1 Registration Statement

TL;DR

<b>180 Life Sciences Corp. has filed an S-1 registration statement, signaling potential future public offerings of securities.</b>

AI Summary

180 Life Sciences Corp. (FRMM) filed a IPO Registration (S-1) with the SEC on January 31, 2024. 180 Life Sciences Corp. filed an S-1 registration statement with the SEC on January 31, 2024. The company is incorporated in Delaware and operates in the Pharmaceutical Preparations sector (SIC 2834). The principal executive offices are located at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA 94306. The filing indicates that securities may be offered on a delayed or continuous basis pursuant to Rule 415. The company was formerly known as KBL Merger Corp. IV, with a name change effective November 15, 2016.

Why It Matters

For investors and stakeholders tracking 180 Life Sciences Corp., this filing contains several important signals. This S-1 filing is a prerequisite for the company to offer its securities to the public, indicating a move towards potential capital raising or liquidity events. The registration statement allows for continuous or delayed offerings, suggesting flexibility in how and when the company might access public markets.

Risk Assessment

Risk Level: low — 180 Life Sciences Corp. shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a preliminary step for public offerings and does not contain specific financial performance data or operational updates that would indicate immediate risk.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares, price range, and use of proceeds.

Key Numbers

• 333-276796 — SEC File Number (180 Life Sciences Corp. S-1 Registration Statement)
• 2834 — SIC Code (Pharmaceutical Preparations)
• 813832378 — IRS Number (180 Life Sciences Corp.)
• 2016-11-15 — Date of Name Change (From KBL Merger Corp. IV to 180 Life Sciences Corp.)

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• KBL Merger Corp. IV (company) — Former company name
• James N. Woody, M.D., Ph.D. (person) — Chief Executive Officer
• David M. Loev, Esq. (person) — Copies to counsel
• John S. Gillies, Esq. (person) — Copies to counsel
• The Loev Law Firm, PC (company) — Counsel for registrant
• 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA 94306 (location) — Principal executive offices address
• 2024-01-31 (date) — Filing date

Forward-Looking Statements

• 180 Life Sciences Corp. will likely issue new shares in the future. (180 Life Sciences Corp.) — medium confidence, target: Within 12 months of filing

FAQ

Key Dates

• 2024-01-31: Filing of S-1 Registration Statement — Indicates intent to offer securities to the public.
• 2016-11-15: Name Change — Company changed name from KBL Merger Corp. IV.

Glossary

S-1

A registration statement filed with the SEC by companies intending to make a public offering of securities. (This filing indicates 180 Life Sciences Corp.'s intention to offer securities.)

Rule 415

Allows securities to be registered for the immediate or delayed offering of securities. (The company may use this rule for continuous or delayed offerings.)

Key Financial Figures

• $0.0001 — 6 shares of our common stock, par value $0.0001 per share, of 180 Life Sciences Corp.,
• $0.17 — are exercisable at an exercise price of $0.17. The exercise price of the December 202
• $1,540,897 — receive proceeds of up to approximately $1,540,897. We intend to use those proceeds, if an
• $0.2046 — common stock as reported on Nasdaq was $0.2046 per share. INVESTING IN OUR SECURITIES
• $1.91 — Stock, at a combined purchase price of $1.91 per share and warrant. " April 2023 S

Filing Documents

• ea192162-s1_180lifesci.htm (S-1) — 3555KB
• ea192162ex5-1_180lifesci.htm (EX-5.1) — 13KB
• ea192162ex23-1_180lifesci.htm (EX-23.1) — 2KB
• ea192162ex-fee_180lifesci.htm (EX-FILING FEES) — 45KB
• ex5-1_001.jpg (GRAPHIC) — 89KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 96KB
• image_003.jpg (GRAPHIC) — 101KB
• 0001213900-24-008530.txt (&nbsp;) — 16156KB
• atnf-20230930.xsd (EX-101.SCH) — 184KB
• atnf-20230930_cal.xml (EX-101.CAL) — 43KB
• atnf-20230930_def.xml (EX-101.DEF) — 644KB
• atnf-20230930_lab.xml (EX-101.LAB) — 1247KB
• atnf-20230930_pre.xml (EX-101.PRE) — 675KB
• ea192162-s1_180lifesci_htm.xml (XML) — 2149KB

Risk Factors

Risk Factors 5 December 2023 Warrants and Related Transactions 63

Use of Proceeds

Use of Proceeds 68 Market Price of Our Common Stock and Related Stockholder Matters 68

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 69

Business

Business 82 Management 133 Executive and Director Compensation 139 Beneficial Ownership of Securities 149 Certain Relationships and Related Party Transactions 152 Selling Stockholder 159 Plan of Distribution 161

Description of Capital Stock

Description of Capital Stock 163 Legal Matters 166 Experts 166 Where You Can Find More Information 166 Index to Financial Statements F-1 i Glossary The items below are abbreviations and definitions of certain terms used in this prospectus, certain of which are commonly used in the pharmaceutical and biotechnology industry. Unless the context requires otherwise, references to the " Company, " " we, " " us, " " our, " " 180 Life ", " 180LS " and " 180 Life Sciences Corp. " refer specifically to 180 Life Sciences Corp. and its consolidated subsidiaries. References to " KBL " refer to the Company prior to the Closing (defined below). " 180 " means 180 Life Corp. (f/k/a 180 Life Sciences Corp. prior to the Closing). " 180 LP " means 180 Therapeutics L.P. " 180 Parties " means 180 and the 180 Subsidiaries. " 180 Subsidiaries " means Katexco, CBR Pharma and 180 LP. " ACA " means the Patient Protection and Affordable Care Act, often shortened to the Affordable Care Act, nicknamed Obamacare, which is a U.S. federal statute which provides numerous rights and protections that make health coverage fairer and easier to understand, along with subsidies (through " premium tax credits " and " cost-sharing reductions ") to make it more affordable. The law also expands the Medicaid program to cover more people with low incomes. " Analgesics " are a class of medications designed specifically to relieve pain. " ANDA " means an abbreviated new drug application which contains data which is submitted to the FDA for the review and potential approval of a generic drug product. " Anti-TNF " is a pharmaceutical drug that suppresses the physiologic response to TNF. " April 2023 Common Warrants " means the warrants to purchase up to 1,570,680 shares of our common stock issued pursuant to the April 2023 SPA. " April 2023 Offering " means the offering on April 5, 2023, pursuant to the April 2023 SPA of an aggregate of 400,000 shares of Common Stock, pre-funded

View Full Filing

View this S-1 filing on SEC EDGAR