180 Life Sciences Corp. Announces $6.5 Million Registered Direct Offering
July 18 2022 - 8:30AM
180 Life Sciences Corp. (NASDAQ: ATNF, “180 Life Sciences” or the
“Company”), a clinical-stage biotechnology company, today announced
that it has entered into a definitive agreement with a single
healthcare-focused U.S. institutional investor, for the purchase
and sale of 6,132,076 shares of the Company’s common stock (or
common stock equivalents in lieu thereof) and warrants to purchase
up to 6,132,076 shares of common stock at a purchase price per
share (and accompanying warrant) of $1.06 in a registered direct
offering. The warrants will have an exercise price of $1.06 per
share, will be initially exercisable beginning six months following
the date of issuance and will expire five years from the initial
exercise date.
The closing of the offering is expected to occur
on or about July 20, 2022, subject to the satisfaction of customary
closing conditions. The gross proceeds from the offering are
expected to be approximately $6.5 million. The Company intends to
use the net proceeds from the offering for research and development
expenses and general corporate purposes.
A.G.P./Alliance Global Partners is acting
as the sole placement agent for the offering.
This offering was made pursuant to an effective
shelf registration statement on Form S-3 (File No. 333-265416)
previously filed with the U.S. Securities and Exchange Commission
(the “SEC”), under the Securities Act of 1933, as amended, which
was declared effective by the SEC on June 3, 2022. A prospectus
supplement describing the terms of the proposed offering will be
filed with the SEC and will be available on the SEC’s website
located at http://www.sec.gov. Electronic copies of the prospectus
supplement may be obtained, when available, from A.G.P./Alliance
Global Partners, 590 Madison Avenue, 28th Floor, New York, NY
10022, or by telephone at (212) 624-2060, or by email at
prospectus@allianceg.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About 180 Life Sciences
Corp.
180 Life Sciences Corp. is a clinical-stage biotechnology
company. The Company is driving groundbreaking studies into
clinical programs, which are seeking to develop treatments for
major unmet clinical needs. The Company’s primary platform is a
novel program to treat inflammatory disorders using anti-TNF (tumor
necrosis factor).
Forward-Looking Statements
This press release includes “forward-looking
statements”, including information about management’s view of the
Company’s future expectations, plans and prospects, within the safe
harbor provisions under The Private Securities Litigation Reform
Act of 1995 (the “Act”). Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results and, consequently, you should not rely on these
forward-looking statements as predictions of future events. These
forward-looking statements include statements regarding the
completion of the registered direct offering, the satisfaction of
customary closing conditions related to the registered direct
offering and the intended use of proceeds from the registered
direct offering. Factors that may cause actual results to differ
materially from the expected results include, without limitation,
statements about the ability of our clinical trials to demonstrate
safety and efficacy of our product candidates, and other positive
results; the uncertainties associated with the clinical development
and regulatory approval of 180 Life Science’s drug candidates,
including potential delays in the enrollment and completion of
clinical trials, issues raised by the FDA and MHRA, timing to
complete required studies and trials, and timing to obtain
governmental approvals; the potential that earlier clinical trials
and studies may not be predictive of future results; 180 Life
Sciences’ reliance on third parties to conduct its clinical trials,
enroll patients, and manufacture its preclinical and clinical drug
supplies; the ability to come to mutually agreeable terms with such
third parties and partners, and the terms of such agreements;
estimates of patient populations for 180 Life Sciences planned
products; unexpected adverse side effects or inadequate therapeutic
efficacy of drug candidates that could limit approval and/or
commercialization, or that could result in recalls or product
liability claims; 180 Life Sciences’ ability to fully comply with
numerous federal, state and local laws and regulatory requirements,
as well as rules and regulations outside the United States, that
apply to its product development activities; the timing of filing,
the timing of governmental review, and outcome of, planned
Investigational New Drug (IND) applications for drug candidates;
current negative operating cash flows and a need for additional
funding to finance our operating plans; the terms of any further
financing, which may be highly dilutive and may include onerous
terms; the availability and cost of materials required for trials;
the risk that initial drug results will not be able to be
replicated in clinical trials or that such drugs selected for
clinical development will not be successful; challenges and
uncertainties inherent in product research and development,
including the uncertainty of clinical success and of obtaining
regulatory approvals; uncertainty of commercial success; the
inherent risks in early stage drug development including
demonstrating efficacy; development time/cost and the regulatory
approval process; the progress of our clinical trials; our ability
to find and enter into agreements with potential partners; our
ability to attract and retain key personnel; changing market and
economic conditions; our ability to produce acceptable batches of
future products in sufficient quantities; unexpected manufacturing
defects; manufacturing difficulties and delays; competition,
including technological advances, new products and patents attained
by competitors; challenges to patents; product efficacy or safety
concerns resulting in product recalls or regulatory action; changes
in behavior and spending patterns of purchasers of health care
products and services; changes to applicable laws and regulations,
including global health care reforms; expectations with respect to
future performance, growth and anticipated acquisitions; the
continued listing of the Company on The NASDAQ Stock Market;
expectations regarding the capitalization, resources and ownership
structure of the Company; expectations with respect to future
performance, growth and anticipated acquisitions; the ability of
the Company to execute its plans to develop and market new drug
products and the timing and costs of these development programs;
estimates of the size of the markets for its potential drug
products; the outcome of current litigation involving the Company;
potential future litigation involving the Company or the validity
or enforceability of the intellectual property of the Company;
global economic conditions; geopolitical events and regulatory
changes; the expectations, development plans and anticipated
timelines for the Company’s drug candidates, pipeline and programs,
including collaborations with third parties; access to additional
financing, and the potential lack of such financing; and the
Company’s ability to raise funding in the future and the terms of
such funding. These risk factors and others are included from time
to time in documents the Company files with the Securities and
Exchange Commission, including, but not limited to, its Annual
Report on Form 10-K for the year ended December 31, 2021 and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
These reports and filings are available at www.sec.gov. All
subsequent written and oral forward-looking statements concerning
the Company, the transactions described herein or other matters and
attributable to the Company or any person acting on its behalf are
expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
The forward-looking statements included in this press release are
made only as of the date hereof. The Company cannot guarantee
future results, levels of activity, performance or achievements.
Accordingly, you should not place undue reliance on these
forward-looking statements. The Company does not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect
any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based, except as
otherwise provided by law.
Investor Contact:Jason
AssadDirector of IR180 Life Sciences Corp(678)
570-6791Jason@180lifesciences.com
Media Relations:Russo
PartnersDavid SchullDavid.Schull@russopartnersllc.com(212)
845-4271
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