UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Delaware 90-1890354 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Market LLC (The NASDAQ Capital Market) Warrants to purchase Common Stock ATNFW The NASDAQ Stock Market LLC (The NASDAQ Capital Market) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT ...

As filed with the U.S. Securities and Exchange Commission on July 25, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 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 Re ...

As filed with the U.S. Securities and Exchange Commission on June 16, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) Palo Alto, CA ...

Financial Performance - As of March 31, 2023, the company reported an accumulated deficit of $112,170,623 and a working capital deficit of $925,565[126]. - For the quarter ended March 31, 2023, the company experienced a net loss of $4,762,078 and cash used in operating activities amounted to $3,869,891[126]. - The company is currently not generating revenues and relies on equity and debt financings to fund operations[129]. - The company expects to continue incurring losses and will need to raise additional capital to fund operations[164]. - There is substantial doubt about the company's ability to continue as a going concern within one year after the financial statement issuance date[164]. - Cash used in operating activities was $3,869,891 for Q1 2023, compared to $2,072,931 for Q1 2022[159]. - As of March 31, 2023, cash balances were $2,646,184, down from $6,970,110 at the end of 2022[159]. - The company anticipates cash requirements of approximately $7,500,000 for the remainder of 2023 and $27,000,000 for 2024 through 2027[162]. Capital and Funding - The company has raised capital in August 2021, July 2022, December 2022, and April 2023, but anticipates needing additional funding in the future[126]. - The company may need to issue equity to fund operations and repay outstanding debt, which could lead to dilution of existing shareholders' interests[132]. - The company raised approximately $3,000,000 in an offering that closed on April 10, 2023[167]. Research and Development - The company is focused on developing therapeutics for chronic pain, inflammation, fibrosis, and other inflammatory diseases, utilizing three product development platforms[135]. - One product candidate has completed a successful Phase 2b clinical trial in the UK for Dupuytren's Contracture[137]. - The company intends to invest resources to complete ongoing clinical programs and discover new drug candidates to address unmet clinical needs[137]. - Research and development expenses for Q1 2023 were $578,309, a decrease of 12% from $658,939 in Q1 2022[154]. - Research and development expenses related to parties increased by 354% to $216,684 in Q1 2023 from $47,718 in Q1 2022[155]. Expenses and Income - General and administrative expenses rose by 35% to $4,008,852 in Q1 2023, up from $2,969,151 in Q1 2022[157]. - Other income decreased by 99% to $41,767 in Q1 2023 compared to $5,244,782 in Q1 2022, primarily due to changes in fair value of derivative liabilities[158]. Internal Controls and Accounting - The Company has identified critical accounting policies and estimates that significantly impact its financial statements, particularly related to intangible assets and in-process research and development[171]. - Management plans to complete its assessment of the design and operating effectiveness of its internal controls over financial reporting during the second half of 2023[183]. - The Company has acknowledged material weaknesses in its internal control over financial reporting, particularly regarding the fair value of warrants and IP R&D assets[180][181]. - Management is committed to enhancing internal controls, including implementing quarterly analyses of fluctuations and variances in the Income Statement[184]. Intellectual Property and Impairment - As of March 31, 2023, the carrying amount of the IP R&D assets on the balance sheet was $9,063,000, which consists solely of the balance related to the Company's 180 LP subsidiary[174]. - The Company recorded a loss for impairment of IP R&D assets amounting to $3,342,084 during the fourth quarter of 2022, reducing the total consolidated IP R&D asset balance to $9,063,000 after impairment[172][173]. - The fair market value of the Company's IP R&D assets was determined to be $9,063,000 as of December 31, 2022, indicating a significant impairment compared to the carrying amount[172]. Legal Matters - The Company believes that the resolution of currently pending legal matters will not have a material adverse effect on its financial condition or results of operations[188]. Warrants - All of the 1,170,860 April 2023 Pre-Funded Warrants have been exercised, while none of the 1,570,680 April 2023 Common Warrants have been exercised[170]. - The exercise price of the April 2023 Common Warrants is set at $1.78 per share and they are exercisable for 5 years following the Initial Exercise Date[169]. Risks - The company faces significant risks associated with the development of new business enterprises in a competitive industry[127].

As filed with the U.S. Securities and Exchange Commission on May 5, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 20 ...

Financial Performance - As of December 31, 2022, the company reported an accumulated deficit of $107,408,545 and a net loss of $38,726,259 for the year[638]. - The net loss for 2022 was $38,726,259, compared to a net loss of $20,324,648 in 2021[679]. - Cash used in operating activities was $12,127,585 in 2022, down from $19,371,428 in 2021[679]. - As of December 31, 2022, cash balances were $6,970,110, down from $8,224,508 in 2021[678]. - The company expects to continue incurring losses and anticipates an increase in research and development and general administrative expenses[682]. Capital Requirements - The company has a minimum monthly cash requirement of approximately $900,000 and anticipates needing significant additional capital funding to support operations[641]. - The company has material cash requirements of approximately $10,000,000 for 2023 and $27,000,000 for the years 2024 through 2027[683]. - The company may need to issue equity to fund operations and repay outstanding debt, which could dilute existing shareholders' ownership[644]. - The company currently has no credit facility or committed sources of capital, indicating potential liquidity risks[684]. Research and Development - Research and development expenses are expected to increase as clinical programs progress and additional product candidates are developed[654]. - The company is focused on developing therapeutics for chronic pain, inflammation, and other inflammatory diseases through innovative research[648]. - Research and development expenses increased by $1,191,065 or 119% to $2,191,834 in 2022 from $1,000,769 in 2021[673]. General and Administrative Expenses - General and administrative expenses are expected to rise in the coming years to support research and development, manufacturing activities, and compliance with public company regulations[661]. - General and administrative expenses rose by $4,229,670 or 38% to $15,459,788 in 2022 compared to $11,230,118 in 2021[675]. Other Financial Activities - The company has experienced liquidity issues and has historically relied on equity and debt financings to fund operations[642]. - The Company settled a finder agreement with EarlyBird Capital, paying $275,000 in cash and issuing 11,250 shares valued at $1,973,250, resulting in a recorded loss of $223,250[692]. - The Company issued 7,500 shares and three-year warrants to settle a convertible note agreement with Alpha Capital, fully satisfying the note[693]. - The August 2021 Offering generated approximately $15 million in gross proceeds, with net proceeds of about $13.9 million after fees[694]. - The Company recorded a gain of approximately $650,000 after settling legal services with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. for $800,000[698]. - The July 2022 Offering raised $6,499,737 in gross proceeds, with net proceeds of approximately $6.0 million after expenses[699]. - The December 2022 Offering resulted in gross proceeds of $5,999,851, with net proceeds of about $5.5 million after deducting fees[700]. Impairments - As of December 31, 2022, the Company recorded a goodwill impairment loss of $33,547,278 due to the carrying value exceeding fair market value by $18,872,850 and $14,674,428 at two measurement dates[707]. - The Company recognized an impairment of IP R&D assets totaling $3,342,084, reducing the asset balances significantly as of December 31, 2022[709]. Manufacturing and Production - The company relies on third-party contract manufacturing organizations for the production and processing of product candidates, which is considered cost-effective[650]. Clinical Development - The company has several product candidates in development, including one that recently completed a successful Phase 2b clinical trial for Dupuytren's Contracture[649]. - The outcome of product candidates in clinical development is uncertain, and the company cannot estimate the actual amounts necessary for successful commercialization[658].

Financial Performance - As of December 31, 2021, 180 Life Sciences Corp. reported an accumulated deficit of $68,682,286 and a net loss of $20,324,648 for the year[542]. - The net loss for the year ended December 31, 2021 was $20,324,648, compared to a net loss of $10,884,058 in 2020, representing an increase of 87%[577]. - For the year ended December 31, 2021, total operating expenses were $15,641,003, an increase of 177% from $5,648,112 in 2020[577]. - Cash used in operating activities was $19,371,428 for the year ended December 31, 2021, compared to $3,871,961 in 2020[585]. - The company expects to continue incurring losses and will need to raise additional capital to fund operations[589]. Capital Requirements - The company anticipates needing to raise significant additional capital to support research, clinical trials, and operational costs, with reliance on equity financing[545][548]. - The company anticipates cash requirements of approximately $7,100,000 for 2022 and $33,400,000 for the years 2023 through 2026[590]. - The company raised approximately $13.88 million in August 2021 to support ongoing operations[593]. - The Company raised approximately $15 million in gross proceeds from the August 2021 Offering, with net proceeds of approximately $13.9 million after fees[597]. Research and Development - Research and development expenses are expected to increase as clinical programs progress, with a focus on three product platforms: fibrosis and anti-TNF, CBD derivatives, and α7nAChR[560][562]. - Research and development expenses decreased by $1,216,602 or 55%, totaling $1,000,769 in 2021 compared to $2,217,371 in 2020[578]. Operational Challenges - The company has a working capital deficit of $8,498,193 and requires approximately $500,000 in monthly cash to meet its operational needs[542][544]. - The impact of the COVID-19 pandemic has caused delays in clinical trials and may continue to affect future operations[556][557]. - The company has faced liquidity issues and may need to evaluate alternative actions to reduce operating expenses if profitability is not achieved[545][543]. - General and administrative expenses are expected to rise as the company expands its research and development activities and prepares for potential commercialization[569]. Shareholder and Stock Information - The business combination with KBL was finalized on November 6, 2020, resulting in the issuance of 17,500,000 shares of common stock to 180's stockholders[551][558]. - The Company converted $1,234,334 in convertible notes into 467,123 shares of common stock during Q3 2021, with conversion prices ranging from $2.45 to $3.29 per share[601]. - The Company issued 150,000 shares of common stock and warrants to purchase 25,000 shares at an exercise price of $7.07 per share to settle the Alpha Note[602]. Assets and Liabilities - As of December 31, 2021, the Company reported total goodwill, intangible assets, and in-process research and development (IPR&D) assets of $51.5 million, representing 81% of total assets[608]. - The fair market value of the Company's single reporting unit was determined to be $132,760,680 as of December 31, 2021, exceeding the carrying value of $40,207,861[610]. - Derivative liabilities totaled $15.2 million, or 65% of the Company's total liabilities, as of December 31, 2021[612]. - The Company had $8,224,508 in cash and cash equivalents as of December 31, 2021, with exposure primarily to interest rate risk[618]. Legal and Settlement Matters - The Company recorded a gain of approximately $650,000 after settling legal services with Mintz for $800,000, down from an original bill of $1,454,240[605]. - The Company recorded a loss of $223,250 related to the settlement agreement with EarlyBird Capital, which included a cash payment of $275,000 and 225,000 shares of restricted common stock[601]. Financing Activities - Cash provided by financing activities was $25,411,919 in 2021, compared to cash used of $8,733,927 in 2020[588]. - The Placement Agent received a commission of $1,050,000, which is 7% of the aggregate gross proceeds from the August 2021 Offering[597].