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    180 Life Sciences Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    5/1/25 9:18:16 AM ET
    $ATNF
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ATNF alert in real time by email
    false 0001690080 0001690080 2025-05-01 2025-05-01 0001690080 ATNF:CommonStockParValue0.0001PerShareMember 2025-05-01 2025-05-01 0001690080 ATNF:WarrantsToPurchaseSharesOfCommonStockMember 2025-05-01 2025-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): May 1, 2025

     

    180 LIFE SCIENCES CORP.

    (Exact Name of Registrant as Specified in Charter)

     

    Delaware   001-38105   90-1890354
    (State or Other Jurisdiction
    of Incorporation)
      (Commission File Number)   (IRS Employer
    Identification No.)

     

    3000 El Camino Real, Bldg. 4, Suite 200

    Palo Alto, CA

      94306
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (650) 507-0669

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Common Stock, par value $0.0001 per share   ATNF   The NASDAQ Stock Market LLC
    Warrants to purchase shares of Common Stock   ATNFW   The NASDAQ Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

    Item 8.01 Other Events

     

    On May 1, 2025, 180 Life Sciences Corp. (the “Company”) issued a press release announcing the receipt of a Notice of Allowance for a U.S. patent covering a novel method to prevent or reduce post-operative cognitive dysfunction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits. 

     

    Exhibit Number   Description
    99.1   Press Release  dated May 1, 2025
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    Forward- Looking Statements

     

    This Current Report on Form 8-K and Exhibit 99.1 attached contain forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our Annual Reports on Form 10-K and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

    1

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: May 1, 2025

     

      180 LIFE SCIENCES CORP.
       
      By: /s/ Blair Jordan
        Name:  Blair Jordan
        Title: Chief Executive Officer

     

    2

     

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