180 Life Sciences raises $3M in registered direct offering and private placement

In connection with the Offering, the Company entered into a warrant amendment agreement (the “ Warrant Amendment Agreement ”), dated April 5, 2023, with the Purchaser, whereby the Company agreed to amend certain existing warrants, held by the Purchaser, to purchase up to: (i) 2,571,429 shares of Common Stock of the Company, previously issued on December 22, 2022, as amended in January 2023, and (ii) 306,604 shares of Common Stock of the Company, previously issued on July 20, 2022 (collectively, the “ Existing Warrants ”), effective upon the closing of the Offering, such that the Existing Warrants will have an exercise price of $1.78 per share and a termination date of five and one-half years following the closing of the Offering.

On April 5, 2023, 180 Life Sciences Corp., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Purchaser ”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering (the “ Registered Direct Offering ”), an aggregate of: (i) 400,000 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value (the “ Common Stock ”), at a price of $1.91 per share, and (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to 1,170,680 shares of Common Stock, at a price of $1.9099 per Pre-Funded Warrant.

On April 10, 2023, in connection with the closing of the Offering, the Company entered into a Warrant Agent Agreement with Continental Stock Transfer & Trust Company, as warrant agent, in connection with each of the Pre-Funded Warrants and the Common Warrants (each, a “ Warrant Agent Agreement ” and, collectively, the “ Warrant Agent Agreements ”).

On April 5, 2023, the Company also entered into a placement agent agreement (the “ Placement Agent Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”).