PALO ALTO, Calif., April 10, 2023 (GLOBE NEWSWIRE) — 180 Life Sciences Corp . ATNF “180 Life Sciences” or the “Company”)), a clinical-stage biotechnology company, today announced the closing of its previously announced issuance and sale of 1,570,680 shares of the Company’s common stock (or common stock equivalents in lieu thereof) in a registered direct offer and warrants to purchase up to 1,570,680 shares of common stock at a purchase price per share (and accompanying warrant) at $1.91 in a concurrent private placement (together with the registered direct offering, the “Offering”), each priced to the -market under Nasdaq rules. The private placement warrants have an exercise price of $1.78 per share. share, can be used immediately and expires five and a half years from the date of issue.
The gross proceeds from the offering are approximately $3 million. The Company intends to use the net proceeds from the offering for research and development costs and general corporate purposes, including the preparation of an application for marketing authorization and legal fees.
AGP/Alliance Global Partners acted as sole placement agent for the offering.
The securities issued in the registered direct offering (but not the securities issued in the concurrent private placement) were offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-265416) previously filed with the US Securities and Exchange Commission (“SEC” ), under the Securities Act of 1933, as amended (the “Securities Act”), 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 at SEC website at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained from AGP/Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060 or by email at firstname.lastname@example.org.
The securities issued in the concurrent private placement described above were offered in a private placement pursuant to Section 4(a)(2) of the Securities Act and have not been registered under the Securities Act or applicable state securities laws. Accordingly, securities issued in the Concurrent Private Placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
The Company has also agreed that certain existing warrants to purchase up to a total of 2,878,032 shares will be amended, effective as of the closing of the offering, such that the amended warrants will have a reduced exercise price of $1.78 per share. share and a termination date of five and a half years after the end of the offering.
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 where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About 180 Life Sciences Corp.
180 Life Sciences Corp. is a clinical-stage biotechnology company that conducts pioneering research into clinical programs that seek to address large unmet clinical needs. The company’s primary focus is a new program for the treatment of inflammatory disorders using anti-TNF (tumor necrosis factor).
This press release contains “forward-looking statements,” including information about management’s view of the company’s future expectations, plans and prospects, within the safe harbor provisions of The Private Securities Litigation Reform Act of 1995 (the “Act”). Words like “expects,” “estimates,” “projects,” “budgets,” “forecast,” “expects,” “intends,” “plans,” “can,” “will,” “could,” “should,” “believes”, “anticipates”, “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 actual results to differ materially from anticipated results, and therefore you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements include statements about the intended use of the proceeds from the offering. Factors that could cause actual results to differ materially from anticipated results include, without limitation, statements about the ability of our clinical trials to demonstrate the safety and efficacy of our product candidates and other positive results; the uncertainties associated with the clinical development and regulatory approval of 180 Life Sciences drug candidates, including potential delays in the enrollment and completion of clinical trials, issues raised by the FDA and the MHRA, timing to complete necessary studies and trials and timing to obtain governmental examinations approvals; the potential that past 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 drugs; the ability to reach mutually acceptable 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 insufficient 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 applicable to its product development activities; the timing of filing, the timing of government review and the outcome of planned Investigational New Drug (IND) applications for drug candidates; current negative operating cash flows and a need for additional financing to fund our operating plans; the terms of any additional 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 of early-stage drug development, including demonstration of 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 obtained by competitors; challenges to patents; product efficacy or safety issues resulting in product recalls or regulatory actions; changes in the behavior and consumption patterns of purchasers of healthcare products and services; changes to applicable laws and regulations, including global healthcare reforms; expectations regarding future results, growth and expected acquisitions; the continued listing of the Company on the NASDAQ stock exchange; expectations for the company’s capitalization, resources and ownership structure; expectations regarding future results, growth and expected acquisitions; the company’s ability to execute its plans to develop and market new drug products and the timing and cost 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 Company’s intellectual property; global economic conditions; geopolitical events and regulatory changes; the expectations, development plans and expected 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 financing in the future and the terms of such financing. These risk factors and others are included from time to time in documents filed by the Company with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2022. These reports and applications are available at www.sec.gov. All subsequent written and oral forward-looking statements regarding the Company, the transactions described herein or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the caveats above. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, activity levels, performance or achievements. Therefore, you should not place undue reliance on these forward-looking statements. The Company undertakes or accepts no obligation or commitment to publish any updates or revisions to any forward-looking statement to reflect any change in its expectations or changes in events, conditions or circumstances on which such statement is based, except as otherwise provided. by law.
Director of IR
180 Life Sciences Corp