UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 13, 2023

180 LIFE SCIENCES CORP.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (650) 507-0669

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):

Securities registered pursuant to Section 12(b) of the Act:

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 ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed by 180 Life Sciences Corp., a Delaware corporation (the “Company”), on December 20, 2022, the Company entered into a warrant agent agreement, dated December 22, 2022 (the “Warrant Agent Agreement”), with Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), in connection with the issuance of warrants to purchase up to 2,571,429 shares of common stock of the Company (the “Warrants”) to a certain institutional investor (the “Purchaser”). The initial exercise date of the Warrants at the time of issuance was June 22, 2023.

As previously reported in the Current Report on Form 8-K filed by the Company on January 12, 2023, the Company entered into an amendment to the Warrants (the “Warrant Amendment”) with the Purchaser, pursuant to which the Warrants became exercisable on January 12, 2023.

In connection with the Warrant Amendment, the Company entered into an amendment to the Warrant Agent Agreement, dated January 13, 2023 (the “Amendment to the Warrant Agent Agreement”), with the Warrant Agent to reflect the fact that the Warrants became exercisable on January 12, 2023.

The Amendment to the Warrant Agent Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Amendment to the Warrant Agent Agreement is qualified in its entirety by reference to such exhibit.

Item 9.01. Exhibits.

(d) Exhibits.

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.

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