UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2022, 180 Life Sciences Corp., a Delaware corporation (the “Company”), issued warrants to purchase up to 2,571,429 shares of common stock of the Company (the “Warrants”) to a certain institutional investor (the “Purchaser”) in a registered direct offering pursuant to the securities purchase agreement, dated December 20, 2022, by and between the Company and the Purchaser (the “Securities Purchase Agreement”). The initial exercise date of the Warrants at the time of issuance was June 22, 2023.
On January 12, 2023, the Company entered into amendment to the Warrants (the “Warrant Amendment”) with the Purchaser, pursuant to which the Warrants will become exercisable on January 12, 2023.
The Warrant Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Warrant Amendment is qualified in its entirety by reference to such exhibit.
Item 9.01. Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Warrant Amendment, dated January 12, 2023, by and between 180 Life Sciences Corp. and the Purchaser | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 180 LIFE SCIENCES CORP. | ||
| Date: January 12, 2023 | By: | /s/ James N. Woody, M.D., Ph.D. |
| James N. Woody, M.D., Ph.D. | ||
| Chief Executive Officer | ||
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