Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On December
20, 2022, 180 Life Sciences Corp., a Delaware corporation (the “Company”), entered into a securities purchase agreement
(the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”). The Purchase
Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 215,000 shares (the “Shares”) of
the Company’s common stock, $0.0001 par value (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to 1,499,286 shares of Common Stock and (iii) warrants (the “Common Warrants” and,
together with the Shares and the Pre-Funded Warrants, the “Securities”) to purchase up to 2,571,429 shares of Common
Stock. The offering price per Share and associated Common Warrants is $3.50 and the offering price per Pre-Funded Warrant and associated
Common Warrants is $3.50.
The
Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.0001 per share, and may be exercised at any time until all
of the Pre-Funded Warrants are exercised in full. Each Common Warrant has an exercise price of $3.50 per share, will be exercisable six
months after their date of issuance and will expire on the fifth anniversary of the date on which the Common Warrants become exercisable.
The
offering is expected to result in gross proceeds to the Company of approximately $6 million. The net proceeds to the Company from the
offering are expected to be approximately $5.5 million, after deducting placement agent fees and expenses and estimated offering expenses
payable by the Company. The Company intends to use the net proceeds from the offering for research and development expenses, and general
corporate purposes, including preparation of a marketing authorization application for Dupuytren’s contracture in the UK and legal
expenses.
The
Purchase Agreement contains 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. Additionally, each of the directors and executive
officers of the Company, pursuant to lock-up agreements (the “Lock-Up Agreements”), agreed not to sell or transfer
any of the Company securities which they hold, subject to certain exceptions, during the 90-day period following the closing of the offering.
On
December 20, 2022, the Company also entered into a placement agent agreement (the “Placement Agent Agreement”) with
A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the terms of the Placement Agent Agreement, the
Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company will pay the Placement
Agent a cash fee equal to 6.0% of the gross proceeds generated from the sale of the Shares and Pre-Funded Warrants and will reimburse
the Placement Agent for certain of its expenses in an aggregate amount up to $125,000.
The
Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended,
other obligations of the parties, and termination provisions.
Pursuant
to the Purchase Agreement and the Placement Agent Agreement, the Company has agreed that, subject to certain exceptions, (i) it will not
conduct any issuances of Common Stock for a period of 60 days following the closing of the offering and that (ii) it will not enter into
a variable rate transaction for a period of 12 months following the closing of the offering.
On
December 22, 2022, in connection with the closing of the offering, the Company entered into a Warrant Agent Agreement with Continental
Stock Transfer & Trust Company, as warrant agent, in connection with each of the Pre-Funded Warrants and the Common Warrants (each,
a “Warrant Agent Agreement” and, collectively, the “Warrant Agent Agreements”).
The
offering is being made pursuant to a registration statement on Form S-3 (File No. 333-265416), which was filed by the Company with the
Securities and Exchange Commission on June 3, 2022, and declared effective on June 24, 2022, as supplemented by a prospectus supplement
dated December 20, 2022.
The
Placement Agent Agreement, Purchase Agreement, Warrant Agent Agreements, form of Lock-Up Agreement, form of Pre-Funded Warrant, and form
of Common Warrant, are filed as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference. The above descriptions of the terms of the Placement Agent Agreement, Purchase Agreement, Warrant
Agent Agreements, Lock-Up Agreements, Pre-Funded Warrants, and Common Warrants are qualified in their entirety by reference to such exhibits.