180 Life Sciences Corp美股招股说明书(2025-02-10版)

This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 3,100,148shares of our common stock, par value $0.0001 per share, of 180 Life Sciences Corp., a Delaware corporation (the“Company,”“we,”“our”or“us”),by the selling stockholders identified in this prospectus(the“SellingStockholders”). The shares of common stock being registered for resale hereunder consist of: (a) 1,900,138 shares ofcommon stock issuable upon the exercise of the October 2024 Warrants (as defined herein), acquired by one of theSelling Stockholders, pursuant to an Inducement Agreement (as defined herein) entered into between us and suchSelling Stockholder; and (b) 1,200,000 shares of common stock issuable upon the exercise of the December 2024Warrants (as defined herein), acquired by the Selling Stockholders, pursuant to a Securities Purchase Agreemententered into between us and the Selling Stockholders (collectively (a) and (b), the “Warrants,” and all of the sharesof common stock issuable upon exercise of the Warrants, the “Shares”). Each of the October 2024 Warrants are exercisable at an exercise price of $1.50 and each of the December2024 Warrants are exercisable at an exercise price of $2.28. We are not selling any common stock under thisprospectus and will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders.However, if all of the Warrants that are covered by this prospectus are exercised for cash, we may receive proceedsof up to approximately $5,586,222. We intend to use those proceeds, if any, for operationalizing and developing ourrecently acquired Gaming Technology Platform (as defined herein), and general corporate and legal expenses. Wewill bear all other costs, expenses and fees in connection with the registration of the Shares. The SellingStockholders will bear all commissions and discounts, if any, attributable to the sales of Shares. The Selling Stockholders may offer such Shares from time to time as it may determine through public orprivate transactions or through other means described in the section entitled “Plan of Distribution” beginning onpage 64 of this prospectus, at prevailing market prices, at prices related to prevailing market prices or at privatelynegotiated prices. This prospectus does not necessarily mean that the Selling Stockholders will offer or sell theShares. We cannot predict when or in what amounts the Selling Stockholders may sell any of the Shares offered bythis prospectus. Any Shares subject to resale hereunder will have been issued by us and acquired by the SellingStockholders prior to any resale of such Shares pursuant to this prospectus. Because all of the Shares offered underthis prospectus are being offered by the Selling Stockholders, we cannot currently determine the price or prices atwhich the Shares may be sold under this prospectus. Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ATNF”. OnFebruary 7, 2025, the last reported sale price for our common stock as reported on Nasdaq was $1.40 per share. INVESTING IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. SEE THE SECTIONTITLED “RISK FACTORS” BEGINNING ON PAGE 17 OF THIS PROSPECTUS TO READ ABOUTFACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR SECURITIES. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATESECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES ORPASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATIONTO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is February 7, 2025. TABLE OF CONTENTS About This ProspectusiiiProspectus Summary1Risk Factors17Incorporation by Reference42Cautionary Note Regarding Forward-Looking Statements43Use of Proceeds45Dividend Policy46Beneficial Ownership of Securities47Executive and Director Compensation49Selling Stockholders62Plan of Distribution64Description of Capital Stock66Legal Matters70Experts70Where You Can Find More Information70 Our logo and some of our trademarks and tradenames are used in this prospectus. This prospectus alsoincludes trademarks, tradenames and service marks that are the property of others. Solely for convenience,trademarks, tradenames and service marks referred to in this prospectus may appear without the ®, ™ and SMsymbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way thatwe will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any,nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicablelaw, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names toimply a relationship with, or endorsement or sponsorship of us by, any other companies. The market data and certain other statistical information used throughout this prospectus are based onindependent industry publications, reports