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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 NCES 180 LIFE SCIENCES CORP (Exact name of registrant as specified in its charter) | --- | --- | |------------------------- ...

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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: __________ to __________ Commission File Number: 001-38105 180 LIFE SCIENCES CORP. (Exact name of registrant as specified in its charter) | --- | --- | |--------- ...

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].