180 Life Sciences amends SPA, issues new warrants to regain Nasdaq compliance

On November 28, 2023, the Company entered into Amendment No. 1 to the August SPA with the Purchaser (the " SPA Amendment "), pursuant to which (i) the Purchaser agreed to pay an additional $830,769.30 in connection with the repricing of the August Shares and August Pre-Funded Warrants (the " Repricing Amount "), (ii) the Company agreed to issue to the Purchaser (x) pre-funded warrants to purchase up to 4,886,878 shares of Common Stock, with an exercise price of $0.0001 per share (the " Pre-Funded Warrants "), and (y) warrants to purchase up to 9,064,098 shares of Common Stock, with an exercise price of $0.17 per share (the " Common Warrants " and, together with the Pre-Funded Warrants, the " Warrants "), and (iii) the Company and the Purchaser agreed to enter into the Warrant Amendment Agreement

Simultaneously with the closing of the transactions, the Company expects to enter into a warrant agent agreement (the " Warrant Agent Agreement ") with Continental Stock Transfer & Trust Company (" Continental "), pursuant to which Continental will act as warrant agent with respect to the Warrants to be issued by the Company.

In accordance with the SPA Amendment, the Company entered into a warrant amendment agreement with the Purchaser, dated November 28, 2023 (the " Warrant Amendment Agreement "), whereby the Company agreed to amend the following outstanding warrants held by the Purchaser: (i) warrants to purchase up to 2,571,429 shares of Common Stock, issued on December 22, 2022, and amended in January 2023, April 2023 and August 2023; (ii) warrants to purchase up to 306,604 shares of Common Stock, issued on July 20, 2022 and amended in April 2023 and August 2023; (iii) warrants to purchase up to 1,570,680 shares of Common Stock, issued on April 10, 2023 and August 2023; and (iv) warrants to purchase up to 4,615,385 shares of Common Stock underlying the August Common Warrants (collectively, the " Existing Common Warrants ")