As filed with the Securities and Exchange Commission
on July 24, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
180 LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
90-1890354 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, California |
|
94306 |
| (Address of principal executive offices) |
|
(Zip Code) |
Fourth Amended and Restated 180 Life Sciences
Corp. 2022 Omnibus Incentive Plan
180 Life Sciences Corp. 2025 Option Incentive
Plan
(Full title of the plans)
Blair Jordan
Chief Executive Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
(Name and address of agent for service)
(650) 507-0669
(Telephone number, including area code, of agent
for service)
Copy to:
David M. Loev, Esq.
John S. Gillies, Esq.
The Loev Law Firm, PC
6300 West Loop South, Suite 280
Bellaire, Texas 77401
Telephone: (713) 524-4110
Facsimile: (713) 524-4122
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction
E of Form S-8, 180 Life Sciences Corp. (“Registrant” or the “Company”) is filing this Registration
Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”)
to register:
(a) 4,000,000
additional shares of the Registrant’s common stock, $0.0001 par value per share (“Common Stock”), for issuance
under the Registrant’s Fourth Amended and Restated 2022 Omnibus Incentive Plan (the “2022 Plan”), pursuant to
an amendment to the 2022 Plan increasing the number of shares reserved for issuance thereunder by 4,000,000, effective as of July 24,
2025; and
(b) 1,000,000
shares of Common Stock reserved for issuance under the Registrant’s 2025 Option Incentive Plan (the “2025 Plan”).
In accordance with the instructional
note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from
this Registration Statement.
The Registration Statement
is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements
on Form S-8 of the Registrant relating to the 2022 Plan set forth herein are effective.
This Registration Statement
hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission
on August 9, 2022 (Registration
No. 333-266716); August 30,
2023 (Registration No. 333-274276); April
18, 2024 (Registration No. 333-278772); and January
28, 2025 (Registration No. 333-284533). In accordance with the instructional note to Part I of Form S-8 as promulgated by the
Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed
with the Commission by the Company are incorporated by reference into this registration statement on Form S-8 (the “Registration
Statement”) and are made a part hereof:
| (a) | The Company’s Annual
Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March
31, 2025, as amended by Amendment No. 1 thereto filed with the SEC on April
25, 2025, and Amendment No. 2 thereto filed with the SEC on May
8, 2025 (File No. 001-38105); |
| |
(b) |
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025,
filed with the SEC on May 15, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025,
filed with the SEC on July 23, 2025 (File No. 001-38105); |
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(c) |
The Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on July 7, 2025, to the extent filed and not furnished with the Commission; |
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(d) |
The Company’s Current Reports on Form 8-K and 8-K/A (other than
information furnished rather than filed) filed with the SEC on January
2, 2025, February
7, 2025, February
21, 2025, February
25, 2025, April
1, 2025, April
9, 2025, April
30, 2025, May
1, 2025, June
18, 2025, June
20, 2025, June
25, 2025, June
30, 2025, July
1, 2025, July
14, 2025, and July 24, 2025 (File No. 001-38105); and |
| |
(e) |
The description of the Company’s common stock contained in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023, as Exhibit 4.6 (File No. 001-38105), including any amendment or report filed for the purpose of updating such description. |
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents;
provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission
shall not be deemed incorporated by reference in this Registration Statement. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance
of the shares of the Registrant’s common stock offered hereby has been passed upon by The Loev Law Firm, PC. David M. Loev, the
President and Managing Member of The Loev Law Firm, PC, beneficially owns 1.4% of the outstanding shares of common stock of the Registrant,
including options to purchase 35,000 shares of common stock issued under the 2025 Plan.
Item 8. Exhibits
Reference is made to the attached
Exhibit Index, which is incorporated herein by reference.
Item 9. Undertakings
| (a) | The Company hereby undertakes: |
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in
the Form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement.
However, paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person
of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, our company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of North Vancouver, British Columbia, Canada, on the July 24, 2025.
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180 LIFE SCIENCES CORP. |
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|
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By: |
/s/ Blair Jordan |
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Name: |
Blair Jordan |
| |
Title: |
Chief Executive Officer
(Principal Executive Officer and Principal Financial/Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that the persons whose signature appears below constitute and appoint Blair Jordan and Eric R. Van Lent, and each of them, as
true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their name, place and
stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereto (including post-effective amendments),
and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing necessary or desirable to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on the
dates indicated.
| Signature |
|
Title |
|
Date |
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| /s/ Blair Jordan |
|
Chief Executive Officer and Director |
|
July 24, 2025 |
| Blair Jordan |
|
(Principal Executive Officer) |
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| /s/ Eric R. Van Lent |
|
Chief Accounting Officer |
|
July 24, 2025 |
| Eric R. Van Lent |
|
(Principal Financial and Accounting Officer) |
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| /s/ Lawrence Steinman |
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Director |
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July 24, 2025 |
| Lawrence Steinman |
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| /s/ Ryan L. Smith |
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Lead Director |
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July 24, 2025 |
| Ryan L. Smith |
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| /s/ Stephen Shoemaker |
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Director |
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July 24, 2025 |
| Stephen Shoemaker |
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EXHIBIT INDEX
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Incorporated by Reference |
|
Filed |
| Exhibit No. |
|
Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
| 4.1 |
|
Second Amended and Restated Certificate of Incorporation |
|
8-K |
|
001-38105 |
|
3.1 |
|
11/12/2020 |
|
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| 4.2 |
|
Certificate of Amendment of Second Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on December 15, 2022 |
|
8-K |
|
001-38105 |
|
3.1 |
|
12/16/2022 |
|
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| 4.3 |
|
Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of 180 Life Sciences Corp., filed with the Secretary of State of Delaware on February 26, 2024 |
|
8-K |
|
001-38105 |
|
3.1 |
|
2/28/2024 |
|
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| 4.4 |
|
Certificate of Designations of 180 Life Sciences Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock |
|
8-K |
|
001-38105 |
|
3.1 |
|
10/3/2024 |
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| 4.5 |
|
Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of 180 Life Sciences Corp., filed with the Secretary of State of Delaware on July 24, 2025 |
|
8-K |
|
001-38105 |
|
3.1 |
|
07/24/2025 |
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| 4.6 |
|
Second Amended and Restated Bylaws of 180 Life Sciences Corp., effective as of September 4, 2023 |
|
8-K |
|
001-38105 |
|
3.1 |
|
09/07/2023 |
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| 5.1* |
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Opinion of The Loev Law Firm, PC |
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| 23.1* |
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Consent of M&K CPA’s, PLLC |
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X |
| 23.2* |
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Consent of Marcum LLP |
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X |
| 23.3* |
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Consent of The Loev Law Firm, PC (included in Exhibit 5.1) |
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X |
| 24.1* |
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Power of Attorney (included on the signature page of this registration statement) |
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|
X |
| 99.1 |
|
Fourth Amendment to 180 Life Sciences Corp. 2022 Omnibus Incentive Plan*** |
|
8-K |
|
001-38105 |
|
10.1 |
|
07/24/2025 |
|
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| 99.2 |
|
Fourth Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan*** |
|
8-K |
|
001-38105 |
|
10.2 |
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07/24/2025 |
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| 99.3 |
|
Form of Stock Option Agreement (2022 Omnibus Incentive Plan) *** |
|
S-8 |
|
333-266716 |
|
4.2 |
|
08/09/2022 |
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| 99.4 |
|
2022 Omnibus Incentive Plan – Form of Notice of Restricted Stock Grant and Restricted Stock Grant Agreement*** |
|
8-K |
|
001-38105 |
|
10.4 |
|
06/18/2025 |
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| 99.5 |
|
180 Life Sciences Corp. 2025 Option Incentive Plan*** |
|
8-K |
|
001-38105 |
|
10.2 |
|
06/18/2025 |
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| 99.6 |
|
2025 Option Incentive Plan – Form of Stock Option Agreement |
|
8-K |
|
001-38105 |
|
10.3 |
|
06/18/2025 |
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| 107* |
|
Filing Fee Table |
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X |
| * |
Filed herewith. |
| *** |
Indicates management contract or compensatory plan or arrangement. |
