180 Life Sciences Corp. Announces Closing of $6 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules
December 23 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
priced at-the-market under Nasdaq rules with a single
healthcare-focused U.S. institutional investor of 1,714,286 shares
of the Company’s common stock (or common stock equivalents in lieu
thereof) and warrants to purchase up to 2,571,429 shares of common
stock at a purchase price per share (and accompanying warrant) of
$3.50. The warrants have an exercise price of $3.50 per share, are
initially exercisable beginning six months following the date of
issuance and expire five years from the initial exercise date.
The gross proceeds from the offering are
approximately $6 million. The Company intends to use the net
proceeds from the offering for research and development expenses
and general corporate purposes, including the preparation of a
marketing authorization application for Dupuytren’s contracture in
the UK and legal expenses.
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 final
prospectus supplement describing the terms of the offering has been
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, 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 driving groundbreaking studies into clinical
programs which are seeking to address major unmet clinical needs.
The Company’s primary focus 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
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 Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 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 Assad
Director of IR
180 Life Sciences Corp
(678) 570-6791
Jason@180lifesciences.com
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