180 Life Sciences Corp. Announces Closing of $11.7 Million Private Placement
25 February 2021 - 8:00AM
180 Life Sciences Corp. (NASDAQ: ATNF) (180 Life Sciences or the
"Company"), a clinical-stage biotechnology company with its lead
indication in Phase 2b/3, focused on the development of novel drugs
that fulfill unmet needs in inflammatory diseases, fibrosis and
pain, today announced the closing of its previously announced
private placement of 2,564,000 shares of its common stock and
accompanying warrants to purchase an aggregate of up to 2,564,000
shares of common stock at a combined purchase price of $4.55 per
share and accompanying warrant. The warrants are exercisable
immediately at an exercise price of $5.00 per share and expire five
years from the date of issuance. Gross proceeds were approximately
$11.7 million, before deducting placement agent fees and other
offering expenses. The Company currently intends to use the net
proceeds from this offering for general corporate purposes, working
capital, and for the research and development of the Company’s
programs that are not funded by grants.
Maxim Group LLC acted as the sole placement
agent for the transaction.
The shares of common stock and warrants
described above have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United
States absent registration with the Securities and Exchange
Commission (SEC) or an applicable exemption from such registration
requirements. The securities were offered only to accredited
investors. Pursuant to a registration rights agreement with the
investors, the Company has agreed to file one or more registration
statements with the SEC covering the resale of the shares of common
stock and the shares issuable upon exercise of the warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About 180 Life Sciences Corp.
180 Life Sciences Corp. is a clinical-stage
biotechnology company focused on the development of novel drugs
that fulfill unmet needs in inflammatory diseases, fibrosis and
pain by leveraging the combined expertise of luminaries in
therapeutics from Oxford University, the Hebrew University and
Stanford University. 180 Life Sciences is leading the research into
solving one of the world’s biggest drivers of disease –
inflammation. The Company is driving groundbreaking studies into
clinical programs, which are seeking to develop novel drugs
addressing separate areas of inflammation for which there are no
effective therapies. The Company’s primary platform is a novel
program to treat fibrosis using anti-TNF (tumor necrosis factor),
with its lead program in phase 2b/3 clinical trials.
Forward-Looking Statements
This press release includes "forward-looking
statements", including information about management’s view of the
Company’s future expectations, plans and prospects, within the safe
harbor provisions under The Private Securities Litigation Reform
Act of 1995 (the “Act”). Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results and, consequently, you should not rely on these
forward-looking statements as predictions of future events. These
forward-looking statements and factors that may cause such
differences include, without limitation, the continued listing of
the Company on The NASDAQ Stock Market; expectations regarding the
capitalization, resources and ownership structure of the Company;
expectations with respect to future performance, growth and
anticipated acquisitions; the ability of the Company to execute its
plans to develop and market new drug products and the timing and
costs of these development programs; estimates of the size of the
markets for its potential drug products; potential litigation
involving the Company or the validity or enforceability of the
intellectual property of the Company; global economic conditions;
geopolitical events and regulatory changes; access to additional
financing, and the potential lack of such financing; and the
Company’s ability to raise funding in the future and the terms of
such funding. These risk factors and others are included from time
to time in documents the Company files with the Securities and
Exchange Commission, including, but not limited to, its Form 10-Ks,
Form 10-Qs and Form 8-Ks, as well as in the definitive proxy
statement/prospectus that the Company filed in connection with the
recent merger. These reports and filings are available at
www.sec.gov. All subsequent written and oral forward-looking
statements concerning the Company, the transactions described
herein or other matters and attributable to the Company or any
person acting on its behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. The forward-looking
statements included in this press release are made only as of the
date hereof. The Company cannot guarantee future results, levels of
activity, performance or achievements. Accordingly, you should not
place undue reliance on these forward-looking statements. The
Company does not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking
statement to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based, except as otherwise provided by law.
Investors:
Jason AssadDirector of IR180 Life Sciences Corp(678)
570-6791Jason@180lifesciences.com
Media Relations:
David
SchullDavid.Schull@russopartnersllc.com
(212) 845-4271
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