180生命科学公司美股招股说明书(2025-05-21版)

stockholders may sell any of our shares of common stock offered by this prospectus. The prices at which the selling stockholders maysell the shares of our common stock will be determined by prevailing market prices or at prices that may be obtained in negotiatedtransactions. We are filing the registration statement of which this prospectus is a part pursuant to contractual obligations that existwith the selling stockholders, as described in more detail in this prospectus under “Prospectus Summary —First Amendment toSeparation and Release Agreement with James N. Woody,—Mutual Settlement and General Release Agreement with Dr. MarleneKrauss; and—Confidential Settlement Agreement and Release with AmTrust and AFSI”.We are not selling any shares of our common stock under this prospectus and any prospectus supplement, and will not receive anyproceeds from any sale or disposition by the selling stockholders of the shares of our common stock covered by this prospectus and will be borne by them.The selling stockholders and intermediaries through whom such securities are sold may be deemed “underwriters” within themeaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby, and any profitsrealized or commissions received may be deemed underwriting compensation. Our common stock trades on the Nasdaq Capital Market, or Nasdaq, under the symbol “ATNF” On May 20, 2025, the lastreported sale price of our common stock on Nasdaq was $1.15 per share. Investing in our securities involves risks. You should carefully consider the risk factors incorporated by reference herein asdiscussed in the “Risk Factors” section beginning on page 5 of this prospectus and set forth in the documents incorporated byreference herein before making any decision to invest in our securities. these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal THE DATE OF THIS PROSPECTUS IS MAY 20, 2025 Prospectus Summary Cautionary Note Regarding Forward-Looking InformationUse of ProceedsSelling Stockholders Some market and other data included herein, as well as the data of competitors as they relate to 180 Life Sciences Corp., is also basedon our good faith estimates.i ●“£” or “GBP” refers to British pounds sterling; ●“Securities Act” refers to the Securities Act of 1933, as amended. Effective on December 19, 2022 at 12:01 a.m. Eastern Time, we affected a 1-for-20 reverse stock split of our then outstanding Time, we affected a 1-for 19 reverse stock split of our then outstanding common stock with any fractional shares rounded up to thenearest whole share. In connection with the reverse splits discussed above (the “Reverse Stock Splits”), all outstanding options, warrants, and other securities entitling their holders to purchase or otherwise receive shares of common stock were adjusted, as required by the terms ofeach security. The number of shares available to be awarded under the Company’s equity incentive plans were also appropriately adjusted. Following the Reverse Stock Splits, the par value of the common stock remained unchanged at $0.0001 par value per share.The Reverse Stock Splits did not change the authorized number of shares of common stock or preferred stock. ii or the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this statement of which this prospectus is a part, such selling stockholder will provide a copy of this prospectus and any applicableprospectus supplement, as required by law. Any applicable prospectus supplement may add, update, or change information contained incorporated by reference in this prospectus will be deemed modified or superseded by those made in the prospectus supplement.This prospectus relates to the resale by the selling stockholders listed in this prospectus of up to 752,873 shares of our common expenses related to the registration of the shares being offered by the selling stockholders.You should read this prospectus, including all documents incorporated herein by reference, together with additional informationdescribed under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference”, before making aninvestment decision. supplement and any applicable “free writing prospectus.” We and the selling stockholders have not authorized any other person toprovide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.This prospectus is not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates andis not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an business, financial condition, results of operations and prospects may have changed since those dates.We do