180 Life Sciences Files S-1 Registration

TL;DR

180 Life Sciences filed an S-1, get ready for new shares.

AI Summary

180 Life Sciences Corp. filed an S-1 registration statement on November 15, 2024, to register securities under the Securities Act of 1933. The company, formerly known as KBL Merger Corp. IV until November 15, 2016, is incorporated in Delaware and operates in the Pharmaceutical Preparations sector. Its principal executive offices are located at 3000 El Camino Real, Palo Alto, CA.

Why It Matters

This S-1 filing indicates that 180 Life Sciences Corp. is preparing to offer new securities to the public, which could impact its capital structure and future growth prospects.

Risk Assessment

Risk Level: medium — As a company filing an S-1, it is typically seeking to raise capital, which can involve inherent risks related to market conditions and the success of the offering.

Key Numbers

• 333-283265 — SEC File Number (Identifies the specific SEC registration)
• 2834 — SIC Code (Indicates the company operates in Pharmaceutical Preparations)

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• KBL MERGER CORP. IV (company) — Former company name
• November 15, 2016 (date) — Date of name change
• November 15, 2024 (date) — Filing date
• 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA 94306 (address) — Principal executive offices
• Blair Jordan (person) — Chief Executive Officer
• David M. Loev (person) — Copies to counsel
• John S. Gillies (person) — Copies to counsel

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. We are not selling any common stock un
• $2,850,207 — receive proceeds of up to approximately $2,850,207. We intend to use those proceeds, if an
• $2.68 — common stock as reported on Nasdaq was $2.68 per share. INVESTING IN OUR SECURITIES
• $12.35 — dquo;), at a combined purchase price of $12.35 per share and warrant (the “ Augu
• $2,999,606 — eeds from the August 2023 Offering were $2,999,606. Net proceeds to the Company from the o
• $2.7 million — able by the Company, were approximately $2.7 million. The placement agent fees and offering
• $300,000 — and offering expenses of approximately $300,000 were accounted for as a reduction of ad
• $830,769 — e Purchaser agreed to pay an additional $830,769 in connection with the repricing of the
• $0.0019 — common stock, with an exercise price of $0.0019 per share (the “ Additional Pre-
• $3.23 — common stock, with an exercise price of $3.23 per share (the “ Additional Commo
• $0.8 million — able by the Company, were approximately $0.8 million. The placement agent fees and offering
• $60,000 — and offering expenses of approximately $60,000 were accounted for as a reduction of ad
• $3.48 — of common stock at an exercise price of $3.48 per share ($0.25 greater than the $3.23
• $0.25 — t an exercise price of $3.48 per share ($0.25 greater than the $3.23 per share exerci

Filing Documents

• ea0220785-s1_180life.htm (S-1) — 310KB
• ea022078501ex5-1_180life.htm (EX-5.1) — 13KB
• ea022078501ex23-1_180life.htm (EX-23.1) — 3KB
• ea022078501ex-fee_180life.htm (EX-FILING FEES) — 11KB
• image_001.jpg (GRAPHIC) — 5KB
• ex5-1_001.jpg (GRAPHIC) — 39KB
• 0001213900-24-099114.txt ( ) — 398KB

Risk Factors

Risk Factors 7 Incorporation by Reference 11 Cautionary Note Regarding Forward-Looking Statements 12

Use of Proceeds

Use of Proceeds 14 Dividend Policy 15 Beneficial Ownership of Securities 16 Selling Stockholder 17 Plan of Distribution 18

Description of Capital Stock

Description of Capital Stock 20 Legal Matters 24 Experts 24 Where You Can Find More Information 24 i Our logo and some of our trademarks and tradenames are used in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to in this prospectus may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources; however, we have not commissioned any of the market or survey data that is presented in this prospectus. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosures contained in this prospectus, and we believe these industry publications and third-party research, surveys and studies are reliable, provided that we have not commissioned any such information. While we are not aware of any misstatements regarding any third-party information presented in this prospectus, their estimates, in particular, as they relate t

View Full Filing

View this S-1 filing on SEC EDGAR