180 Life Sciences Corp. Announces Closing of $6.5 Million Registered Direct Offering
July 21 2022 - 8:00AM
180 Life Sciences Corp. (NASDAQ: ATNF, “180 Life Sciences” or the
“Company”), a clinical-stage biotechnology company, today announced
the closing of its previously-announced registered direct offering
to a single healthcare-focused U.S. institutional investor of
6,132,076 shares of the Company’s common stock (including 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. The warrants have an exercise price
of $1.06 per share, are initially exercisable beginning six months
following the date of issuance and expire five years from the
initial exercise date.
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 acted 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 was filed
with the SEC and is available on the SEC’s website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
may be obtained 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 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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