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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): July 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 July 1, 2025, 180
Life Sciences Corp. (the “Company”) issued a press release announcing the grant of a U.S. patent by the United
States Patent and Trademark Office and the receipt by the Canadian Intellectual Property Office of a Notice of Allowance for another patent
application.
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 July 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.
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: July 1, 2025
| |
180 LIFE SCIENCES CORP. |
| |
|
| |
By: |
/s/ Blair Jordan |
| |
|
Name: |
Blair Jordan |
| |
|
Title: |
Chief Executive Officer |
2
