IPO - 180 Life Sciences Corp.

Form Type: S-1/A

Filing Date: 2025-01-31

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025008868

Filing Summary: 180 Life Sciences Corp. filed an amendment to its registration statement to offer up to 7,092,198 units on a best efforts basis, each comprising one share of common stock and one and one-half common warrants, at an assumed offering price of $1.41 per unit. The total gross proceeds from this offering could reach up to $10,000,000. Additionally, the document details the offering of pre-funded units for certain purchasers to avoid exceeding ownership limits. Common stock and warrants are discussed in terms of pricing, exercise conditions, and potential adjustments post-offering. The amendment highlights previous reverse stock splits, company status as a smaller reporting and emerging growth company, and the non-escrow nature of the offering. The document contains risks associated with the offering and the company's reliance on external parties for its business and capital strategies. It emphasizes that completion of the offering is subject to demand and regulatory conditions. Securities will be delivered upon receipt of funds and the placement agent has agreed to a 7% commission on proceeds.

Document Link: View Document

Form Type: S-1/A

Filing Date: 2025-01-27

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025007109

Filing Summary: This document is Amendment No. 2 to the Form S-1 Registration Statement under the Securities Act for 180 Life Sciences Corp., filed with the U.S. Securities and Exchange Commission on January 27, 2025. The filing encompasses critical information regarding the proposed sale of up to 3,100,148 shares of common stock, primarily by selling stockholders. The stock is registered for resale following the SEC’s review and is not offered directly by the company. The common stock was last priced at $1.60 per share as of January 24, 2025. The document details the company's operational focus shift towards developing a new online blockchain casino following an asset purchase agreement with Elray Resources, Inc. on September 29, 2024. The transaction, valued through series of instruments including Series B Convertible Preferred Stock and certain warrants, aims to leverage the acquired technology to capitalize on the rapidly growing iGaming market. The company intends to use any potential proceeds from the exercise of warrants to fund operational efforts tied to its new gaming ventures and cover general corporate expenses. The operating plan includes establishing a strong market position utilizing proprietary blockchain technology, aiming at a significant share of both B2C and B2B segments in the gaming industry. Additionally, management has highlighted notable market trends indicating a robust growth trajectory for the online gaming and blockchain sectors, suggesting favorable conditions for its strategic initiatives.

Document Link: View Document