180 Life Sciences : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported on our Current Report on Form 8-K filed on August 14, 2023, 180 Life Sciences Corp., a Delaware corporation (the "Company"), agreed to issue and sell to certain investors, including a certain institutional investor (the "Purchaser"), an aggregate of: (i) 666,925 shares (the "August Shares") of the Company's common stock, $0.0001 par value (the "Common Stock"), (ii) pre-funded warrants (the "August Pre-Funded Warrants") to purchase up to 3,948,460 shares of Common Stock, and (iii) warrants (the "August Common Warrants") to purchase up to 4,615,385 shares of Common Stock, in the case of the Purchaser, pursuant to a securities purchase agreement, dated as of August 9, 2023, between the Company and the Purchaser (the "August SPA").

As previously reported on our Current Report on Form 8-K filed on October 13, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with the shareholder approval requirements set forth in Nasdaq Listing Rule 5635(d).

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 (as defined and described below).

The Warrants will not be exercisable until the Company obtains Stockholder Approval (as defined in the SPA Amendment) with respect to the issuance of the 13,950,976 shares of Common Stock upon exercise of the Warrants (the "Warrant Shares"), at which point the Pre-Funded Warrants will remain exercisable until all of the Pre-Funded Warrants are exercised in full, and the Common Warrants will remain exercisable until the fifth anniversary of the Stockholder Approval Date (as defined in the SPA Amendment).

The SPA Amendment contains certain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. Pursuant to the SPA Amendment, the Company has agreed that, subject to certain exceptions, it will not conduct any issuances of Common Stock (or equivalents thereof) from the Closing Date until 15 days after the Stockholder Approval Date. The SPA Amendment also requires the Company to file a registration statement with the Securities and Exchange Commission (the "SEC") to register the resale by the Purchaser of the Warrant Shares within sixty (60) days of the date of the SPA Amendment.

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"). Pursuant to the Warrant Amendment Agreement, the Existing Common Warrants will be amended (the "Warrant Amendment") such that they will not be exercisable until the company obtains stockholder approval for the issuance of up to 9,064,098 shares of Common Stock upon exercise of the Existing Common Warrants (the "Existing Common Warrant Shares"). The Existing Common Warrants will have an exercise price equal to $0.17 per share, and the Existing Common Warrants will expire on the fifth anniversary of the Stockholder Approval Date. The other terms of the Existing Common Warrants will remain unchanged.