Form 8-K 180 Life Sciences Corp.
EDGAR AGENTS LLC, 24 February 2021
On February 19, 2021, 180 Life Sciences Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers identified on the signature pages thereto (the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers an aggregate of 2,564,000 shares (the “Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”), and warrants to purchase up to an aggregate of 2,564,000 shares of Common Stock (the “Warrants”), at a combined purchase price of $4.55 per Share and accompanying Warrant (the “Offering”). Aggregate gross proceeds from the Offering are expected to be approximately $11.7 million, prior to deducting placement agent fees and estimated offering expenses payable by the Company. Net proceeds to the Company from the Offering, after deducting the placement agent fees and estimated offering expenses payable by the Company, are expected to be approximately $10.8 million. The Offering closed on February 23, 2021.
The terms of the Warrants are as set forth in the form of Warrant attached as Exhibit 4.1 to this Current Report on Form 8-K. The Warrants will have an exercise price equal to $5.00, will be immediately exercisable and will be subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. However, the exercise price of the Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The Warrants will be exercisable for 5 years following the closing date. The Warrants are subject to a provision prohibiting the exercise of such Warrants to the extent that, after giving effect to such exercise, the holder of such Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the outstanding Common Stock (which may be increased to 9.99% on a holder by holder basis, with 61 days prior written consent of the applicable holder).
