ETHZW / ETHZilla Corporation - Equity Warrant - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

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): September 2, 2025 ETHZilla Corpor

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): September 2, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File

SEPARATION AND RELEASE AGREEMENT

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement and Release” or “Agreement”) dated September 4, 2025, is made by and between Blair Jordan, an individual (“Jordan”), Blair Jordan Strategy and Finance Consulting Inc. (“Consultant”) and ETHZilla Corporation, a Delaware corporation, formerly 180 Life Sciences Corp. (“ETHZilla” or the “Company”) (col

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): August 28, 2025 ETHZilla Corporat

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): August 28, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N

ETHZilla Plans to Deploy $100 Million in ETH to EtherFi for Restaking Initiatives Partnership marks ETHZilla’s first engagement with DeFi protocols Company has accumulated 102,246 ETH at an average acquisition price of $3,948.72, valued at approximat

Exhibit 99.1 ETHZilla Plans to Deploy $100 Million in ETH to EtherFi for Restaking Initiatives Partnership marks ETHZilla’s first engagement with DeFi protocols Company has accumulated 102,246 ETH at an average acquisition price of $3,948.72, valued at approximately $456 million Palm Beach, FL – September 2, 2025 – ETHZilla Corporation (Nasdaq: ETHZ), (the “Company” or “ETHZilla”), today announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

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): August 22, 2025 ETHZILLA CORPORAT

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): August 22, 2025 ETHZILLA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N

ETHZilla announces authorization of $250 million stock repurchase program Company has accumulated 102,237 ETH at an average acquisition price of $3,948.72, which is now valued at approximately $489 million Announces implementation of proprietary Elec

Exhibit 99.1 ETHZilla announces authorization of $250 million stock repurchase program Company has accumulated 102,237 ETH at an average acquisition price of $3,948.72, which is now valued at approximately $489 million Announces implementation of proprietary Electric Asset Protocol to generate higher yields Palm Beach, FL – August 25, 2025 – ETHZilla Corporation (Nasdaq: ETHZ), (the “Company” or “

ETHZIlla CORPORATION AMENDED AND RESTATED SALES AGREEMENT

Exhibit 1.1 ETHZIlla CORPORATION AMENDED AND RESTATED SALES AGREEMENT August 22, 2025 Clear Street LLC 4 World Trade Center New York, New York 10006 Ladies and Gentlemen: WHEREAS, ETHZilla Corporation, a Delaware corporation (formerly 180 Life Sciences Corp.) (the “Company”), entered into a Sales Agreement, dated as of August 13, 2025 (“Initial Agreement”), with Clear Street LLC (“Clear Street”),

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): August 22, 2025 ETHZilla Corporat

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): August 22, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N

Form of Indenture ETHZILLA CORPORATION as ISSUER As INDENTURE TRUSTEE Dated as of __________, _____ TABLE OF CONTENTS

Exhibit 4.1 Form of Indenture ETHZILLA CORPORATION as ISSUER and As INDENTURE TRUSTEE INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 4 Section 1.03 Incorporation by Reference of Trust Indenture Act. 4 Section 1.04 Rules of Construction. 4 ARTICLE II TILE SECURITIES 5 Section 2.01 Issuable

As filed with the Securities and Exchange Commission on August 22, 2025

As filed with the Securities and Exchange Commission on August 22, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 22, 2025

As filed with the Securities and Exchange Commission on August 22, 2025 Registration No.

CALCULATION OF FILING FEE TABLES ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) Other 220,206,917 $ 6.

CALCULATION OF FILING FEE TABLES ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.

As filed with the Securities and Exchange Commission on August 22, 2025

As filed with the Securities and Exchange Commission on August 22, 2025 Registration No.

ETHZILLA CORPORATION (f/k/a 180 LIFE SCIENCES CORP.) Up to $10,000,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-289811 PROSPECTUS SUPPLEMENT (To Prospectus dated August 22, 2025) ETHZILLA CORPORATION (f/k/a 180 LIFE SCIENCES CORP.) Up to $10,000,000,000 of Common Stock We previously entered into a Sales Agreement, dated August 13, 2025, as amended and restated as of August 22, 2025 or the Sales Agreement, with Clear Street LLC, or Clear Street, relating

CALCULATION OF FILING FEE TABLES ETHZilla Corporation Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corporation Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.

CALCULATION OF FILING FEE TABLES ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) Other 74,836,720 $ 6.

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): August 14, 2025 ETHZilla Corporat

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): August 14, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 31, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 31, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation)

ETHZilla Unveils New Brand Committed to Advancing Ethereum Treasury Strategy

Exhibit 99.1 ETHZilla Unveils New Brand Committed to Advancing Ethereum Treasury Strategy News provided by ETHZilla Corporation à Share this article Company announces new ticker (formally ATNF) and will begin trading on NASDAQ under ETHZ on August 18, 2025 Company has accumulated 94,675 ETH at an average acquisition price of $3,902.20, which is now valued at approximately $419 million PALM BEACH,

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): August 18, 2025 ETHZilla Corporat

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): August 18, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N

180 life sciences corp. SALES AGREEMENT

Exhibit 1.1 180 life sciences corp. SALES AGREEMENT August 13, 2025 Clear Street LLC 4 World Trade Center New York, New York 10006 Ladies and Gentlemen: 180 Life Sciences Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Clear Street LLC (“Clear Street”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the te

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): August 13, 2025 180 LIFE SCIENCES

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): August 13, 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 Fil

Up to $500,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-288194 PROSPECTUS SUPPLEMENT (To Prospectus dated June 26, 2025) Up to $500,000,000 Common Stock We have entered into a Sales Agreement, dated August 13, 2025, or the Sales Agreement, with Clear Street LLC, or Clear Street, relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompa

CERTIFICATE OF AMENDMENT SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 180 LIFE SCIENCES CORP.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 180 LIFE SCIENCES CORP. 180 Life Sciences Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the corporation is 180 Life Sciences Corp. SECOND: The original name of the Company was KBL Merge

THIRD AMENDED AND RESTATED BYLAWS ETHZilla Corporation (THE “CORPORATION”) Amended and Restated by the Board of Directors of the Corporation effective on August 6, 2021, September 4, 2023, and August 18, 2025 ARTICLE I

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF ETHZilla Corporation (THE “CORPORATION”) Amended and Restated by the Board of Directors of the Corporation effective on August 6, 2021, September 4, 2023, and August 18, 2025 ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of bu

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): August 8, 2025 180 LIFE SCIENCES

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): August 8, 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

180 Life Sciences (ETHZilla) Holds 82,186 ETH Company Initiates Institutional ETH Accumulation Strategy

Exhibit 99.1 180 Life Sciences (ETHZilla) Holds 82,186 ETH Company Initiates Institutional ETH Accumulation Strategy Palo Alto, Calif. – August 12, 2025 – 180 Life Sciences Corp. (Nasdaq: ATNF), dba ETHZilla (the “Company”, “180 Life Sciences” or “ETHZilla”), announced today that is has total holdings of 82,186 Ether (“ETH”) at an average acquisition price of $3,806.71, which is now valued at appr

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): August 12, 2025 180 LIFE SCIENCES

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): August 12, 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 Fil

180 LIFE SCIENCES CORP. 2025 SECOND SUPPLEMENTAL OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT

Exhibit 10.6 Option Number «OptionNumber» 180 LIFE SCIENCES CORP. 2025 SECOND SUPPLEMENTAL OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the 180 Life Sciences Corp. 2025 Second Supplemental Option Incentive Plan (as amended from time to time) (the “Plan”). I. NOTICE

W I T N E S S E T H:

Exhibit 10.4 Execution Version GUARANTY This GUARANTY, dated as of August 8, 2025 (this “Guaranty”), is made by each of the undersigned (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of Hudson Bay PH XXII LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 8, 2025 (the “Effective Date”), is by and among 180 Life Sciences Corp., a Delaware corporation with offices located at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 FINAL FORM REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [ ], 2025, is by and among 180 Life Sciences Corp., a Delaware corporation with offices located at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connecti

[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

Exhibit 4.2 Final Form [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABS

FORM OF SUBSEQUENT STRATEGIC ADVISOR WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCE

180 Life Sciences Announces Closing of Private Offering of Approximately $156 Million of Convertible Notes Company intends to use the net proceeds from this financing primarily to rapidly increase its ETH holdings This milestone follows the announcem

Exhibit 99.1 Privileged & Confidential 180 Life Sciences Announces Closing of Private Offering of Approximately $156 Million of Convertible Notes Company intends to use the net proceeds from this financing primarily to rapidly increase its ETH holdings This milestone follows the announcement of the Company’s recently closed $425 million private placement Palo Alto, Calif. – August 11, 2025 – 180 L

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): August 7, 2025 180 LIFE SCIENCES

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): August 7, 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

PLEDGE AND SECURITY AGREEMENT

Exhibit 10.3 Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of August 8, 2025 (this “Agreement”), among HUDSON BAY PH XXII LLC, as collateral agent (the “Agent”) on behalf of the Buyers now or hereafter party to the Securities Purchase Agreement (defined below), 180 Life Sciences Corp., a Delaware corporation with offices located at 3000 El Camino Real

180 LIFE SCIENCES CORP. 2025 SECOND SUPPLEMENTAL OPTION INCENTIVE PLAN Adopted by the Board of Directors on August 8, 2025, subject to Stockholder Approval Prior to August 8, 2026 Article I. PURPOSES AND BACKGROUND

Exhibit 10.7 180 LIFE SCIENCES CORP. 2025 SECOND SUPPLEMENTAL OPTION INCENTIVE PLAN Adopted by the Board of Directors on August 8, 2025, subject to Stockholder Approval Prior to August 8, 2026 Article I. PURPOSES AND BACKGROUND 1.1 This 180 Life Sciences Corp. 2025 Second Supplemental Option Incentive Plan, as may be amended from time to time (the “Plan”), is intended to promote the interests of 1

July 25, 2025

Exhibit 10.2 July 25, 2025 Dear Ms. Heter: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal Sto

FORM OF INITIAL STRATEGIC ADVISOR WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCE

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 31, 2025 180 LIFE SCIENCES C

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 31, 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

180 Life Sciences Closes $425 Million Private Placement to Advance its Ethereum Treasury Strategy Company intends to use the net proceeds from this financing primarily to rapidly increase its ETH holdings Company plans to execute a differentiated yie

Exhibit 99.1 180 Life Sciences Closes $425 Million Private Placement to Advance its Ethereum Treasury Strategy Company intends to use the net proceeds from this financing primarily to rapidly increase its ETH holdings Company plans to execute a differentiated yield generation program, with Company built for the Ethereum community, by the Ethereum community Palo Alto, Calif. – August 4, 2025 – 180

July 26, 2025

Exhibit 10.3 July 26, 2025 Dear Mr. Suckling: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal

180 LIFE SCIENCES CORP. STRATEGIC ADVISOR AGREEMENT

Exhibit 10.7 180 LIFE SCIENCES CORP. STRATEGIC ADVISOR AGREEMENT This Strategic Advisor Agreement (the “Agreement”) is entered into effective as of July [], 2025 (the “Effective Date”) by and between 180 Life Sciences Corp., a Delaware corporation with a principal place of business at 3000 El Camino Real, Building 4, Suite 200, Palo Alto, California 94306 (the “Company”), and [], a [] with a princ

ASSET MANAGEMENT AGREEMENT

Exhibit 10.1 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective August 4, 2025 (the “Effective Date”), is entered into by and between 180 Life Sciences Corp. (the “Client”), and Electric Treasury Edge, LLC (the “Asset Manager” and, together with the Client, the “Parties”). WHEREAS, the Client wishes to appoint the Asset Manager to manage certain assets of the

SECURITIES PURCHASE AGREEMENT

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 29, 2025, by and among 180 Life Sciences, Corp., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2025, is entered into by and among 180 Life Science Corp., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used

July 21, 2025

Exhibit 10.8 July 21, 2025 Dear Mr. Rudisill: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal

Strictly Private & Confidential Project Eureka Investor Presentation July 2025 Disclaimer Strictly Private & Confidential 2 This presentation has been prepared by 180 Life Sciences Corp. (“180 Life Sciences” or the “Company”) solely for information p

Exhibit 99.2 Strictly Private & Confidential Project Eureka Investor Presentation July 2025 Disclaimer Strictly Private & Confidential 2 This presentation has been prepared by 180 Life Sciences Corp. (“180 Life Sciences” or the “Company”) solely for information purposes. This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Compa

180 LIFE SCIENCES CORP. 2025 SUPPLEMENTAL OPTION INCENTIVE PLAN Adopted by the Board of Directors on July 29, 2025, subject to Stockholder Approval Prior to July 29, 2026 Article I. PURPOSES AND BACKGROUND

Exhibit 10.4 180 LIFE SCIENCES CORP. 2025 SUPPLEMENTAL OPTION INCENTIVE PLAN Adopted by the Board of Directors on July 29, 2025, subject to Stockholder Approval Prior to July 29, 2026 Article I. PURPOSES AND BACKGROUND 1.1 This 180 Life Sciences Corp. 2025 Supplemental Option Incentive Plan, as may be amended from time to time (the “Plan”), is intended to promote the interests of 180 Life Sciences

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

Exhibit 4.4 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of July 28, 2024 by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)

180 Life Sciences Announce an Upsized $425 Million Private Placement to Establish an Ether Treasury Reserve Led by Consortium of Digital Asset Leaders to Launch ETHZilla 180 Life Sciences announces entry into PIPE funding documents to raise $425 mill

Exhibit 99.1 FOR IMMEDIATE RELEASE 180 Life Sciences Announce an Upsized $425 Million Private Placement to Establish an Ether Treasury Reserve Led by Consortium of Digital Asset Leaders to Launch ETHZilla 180 Life Sciences announces entry into PIPE funding documents to raise $425 million in gross proceeds to launch next generation Ethereum treasury strategy and planned rebranding to ETHZilla Palo

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 29, 2025, by and among 180 Life Sciences, Corp., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2025, is entered into by and among 180 Life Science Corp., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used

FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT

Exhibit 10.6 FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT This First Amendment to Amended and Restated Executive Consulting Agreement (this “Amendment”), dated July , 2025, and effective for all purposes as of July , 2025 (the “Effective Date”), amends that certain Amended and Restated Executive Consulting Agreement dated June 17, 2025 (the “Consulting Agreement”), by and

FORM OF INITIAL STRATEGIC ADVISOR WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCE

180 LIFE SCIENCES CORP. 2025 SUPPLEMENTAL OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT

Exhibit 10.5 Option Number [Option Number] 180 LIFE SCIENCES CORP. 2025 SUPPLEMENTAL OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the 180 Life Sciences Corp. 2025 Supplemental Option Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTI

180 LIFE SCIENCES CORP. STRATEGIC ADVISOR AGREEMENT

Exhibit 10.3 180 LIFE SCIENCES CORP. STRATEGIC ADVISOR AGREEMENT This Strategic Advisor Agreement (the “Agreement”) is entered into effective as of July 29, 2025 (the “Effective Date”) by and between 180 Life Sciences Corp., a Delaware corporation with a principal place of business at 3000 El Camino Real, Building 4, Suite 200, Palo Alto, California 94306 (the “Company”), and [], a [] with a princ

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

Exhibit 4.3 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of July 28, 2024 by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 28, 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

2

Exhibit 99.3 Risks Related to our Proposed Ethereum Treasury Strategy and Ether Holdings Our financial results and the trading price of our common stock are likely to be affected by the market prices of Ether, which are highly volatile. Ethereum is a highly volatile asset, and fluctuations in the price of Ether are likely to influence our financial results and the market price of our common stock.

FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCE

CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) 180 Life Sciences Corp. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) 180 Life Sciences Corp.

FOURTH AMENDMENT TO 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN

Exhibit 10.1 FOURTH AMENDMENT TO 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN This Fourth Amendment (“Fourth Amendment”) to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, as amended (the “2022 OIP”), is made and adopted by the Board of Directors of 180 Life Sciences Corp., a Delaware corporation (the “Company”), on June 25, 2025, effective as of the date of the Annual Meeting that

As filed with the Securities and Exchange Commission on July 24, 2025

As filed with the Securities and Exchange Commission on July 24, 2025 Registration No.

CERTIFICATE OF AMENDMENT SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 180 LIFE SCIENCES CORP.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 180 LIFE SCIENCES CORP. 180 Life Sciences Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the corporation is 180 Life Sciences Corp. SECOND: The original name of the Company was KBL Merge

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 24, 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

FOURTH AMENDED AND RESTATED 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN Originally Adopted by the Board of Directors on April 26, 2022 and the Stockholders on June 14, 2022 Amended and Restated by the Stockholders on July 6, 2023, February 16

Exhibit 10.2 FOURTH AMENDED AND RESTATED 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN Originally Adopted by the Board of Directors on April 26, 2022 and the Stockholders on June 14, 2022 Amended and Restated by the Stockholders on July 6, 2023, February 16, 2024, December 27, 2024 and July 24, 2025 PURPOSES This Fourth Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 180 LIFE SCI

First Amendment to Executive Consulting Agreement entered into on July 12, 2025 and effective July 31, 2025, by and between 180 Life Sciences Corp., Eric Van Lent and EVL Consulting, LLC

Exhibit 10.5 FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to Consulting Agreement (this “Amendment”), dated July , 2025, and effective for all purposes as of July 31, 2025 (the “Effective Date”), amends that certain Consulting Agreement dated January 31, 2025, (such Consulting Agreement, the “Consulting Agreement”), as amended, by and between EVL Consulting, LLC (the “Consultant”),

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 11, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme

Financial Statements and Exhibits, Other Events

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 N

180 Life Sciences Corp. Announces Strengthening of Legacy Intellectual Property Assets

Exhibit 99.1 FOR IMMEDIATE RELEASE July 1, 2025 180 Life Sciences Corp. Announces Strengthening of Legacy Intellectual Property Assets Palo Alto, California, July 1, 2025 – 180 Life Sciences Corp. (NASDAQ: ATNF) (“180” or the “Company), an innovative biotechnology company that is currently pivoting to the global iGaming sector, today announced two significant value enhancements to its existing, le

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme

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): June 25, 2025 180 LIFE SCIENCES C

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): June 25, 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

June 24, 2025

180 LIFE SCIENCES CORP. 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA 94306 June 24, 2025 Division of Corporation Finance VIA EDGAR U.S. Securities and Exchange Commission Washington D.C. 20549 Re: 180 Life Sciences Corp. Form S-3 Registration Statement File No. 333-288194 Acceleration Request Request Date: June 26, 2025 Request Time: 4:30 p.m. Eastern Time (or as soon thereafter as practic

As filed with the Securities and Exchange Commission on June 20, 2025

As filed with the Securities and Exchange Commission on June 20, 2025 Registration No.

Form of Debt Indenture

Exhibit 4.3 180 LIFE SCIENCES CORP., Issuer AND [●], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 7 Section 2.0

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 180 Life Sciences Corp.

Unregistered Sales of Equity Securities, Other Events

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): June 17, 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

2025 Option Incentive Plan – Form of Stock Option Agreement (June 2025 Awards)

Exhibit 10.3 Option Number [Option Number] 180 LIFE SCIENCES CORP. 2025 OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the 180 Life Sciences Corp. 2025 Option Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTION GRANT Optionee: [Holder

2022 Omnibus Incentive Plan – Form of Notice of Restricted Stock Grant and Restricted Stock Grant Agreement – (June 2025 Awards)

Exhibit 10.4 Restricted Stock Grant Number XX-XXXX 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (as amended and restated from ti

180 Life Sciences Corp. 2025 Option Incentive Plan

Exhibit 10.2 180 LIFE SCIENCES CORP. 2025 OPTION INCENTIVE PLAN Adopted by the Board of Directors on June 17, 2025, subject to Stockholder Approval Prior to June 17, 2026 Article I. PURPOSES AND BACKGROUND 1.1 This 180 Life Sciences Corp. 2025 Option Incentive Plan, as may be amended from time to time (the “Plan”), is intended to promote the interests of 180 Life Sciences Corp. (the “Company”) and

Release Agreement dated June 12, 2025, by and between 180 Life Sciences Corp. and Mr. Jay Goodman

Exhibit 10.1 RELEASE AGREEMENT This Release Agreement (this “Agreement”) dated June 12, 2025, is made by and between Jay Goodman, an individual (“Goodman”) and 180 Life Sciences Corp., a Delaware corporation (“180 Life”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Goodman currently serves as a member of the Board of Directors of 180 Life;

Amended and Restated Executive Consulting Agreement dated June 17, 2025, by and between 180 Life Sciences Corp., Blair Jordan and Blair Jordan Strategy and Finance Consulting Inc.

Exhibit 10.6 AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT made this day of June 2025 AMONG 180 LIFE SCIENCES CORP. AND BLAIR JORDAN STRATEGY AND FINANCE CONSULTING INC. AND BLAIR JORDAN TABLE OF CONTENTS Page Part 1 INTERPRETATION 2 Interpretation 2 Engagement 2 Term 3 Responsibilities 3 General Responsibilities 3 Part 2 COMPENSATION 4 Fees 4 Incentive Bonus and Equity Grant 4 Vesting of Sh

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): June 12, 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

752,873 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287150 PROSPECTUS 752,873 Shares of Common Stock This prospectus relates to the possible resale or other disposition, from time to time, of up to 752,873 shares of common stock, par value $0.0001 per share, of 180 Life Sciences Corp., which we refer to as the “Company”, “we” or “us”, by the selling stockholders named in this prospectus or in su

May 16, 2025

180 LIFE SCIENCES CORP. 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA 94306 May 16, 2025 Division of Corporation Finance VIA EDGAR U.S. Securities and Exchange Commission Washington D.C. 20549 Re: 180 Life Sciences Corp. Form S-3 Registration Statement File No. 333-287150 Acceleration Request Request Date: May 20, 2025 Request Time: 4:00 p.m. Eastern Time (or as soon thereafter as practicab

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 180 LIFE SC

As filed with the Securities and Exchange Commission on May 9, 2025

As filed with the Securities and Exchange Commission on May 9, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) 180 Life Sciences Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001

Financial Statements and Exhibits, Other Events

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): May 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 Nu

180 Life Sciences Corp. Announces Notice of Allowance for U.S. Patent Covering Novel Method to Prevent or Reduce Post-Operative Cognitive Dysfunction

Exhibit 99.1 FOR IMMEDIATE RELEASE 180 Life Sciences Corp. Announces Notice of Allowance for U.S. Patent Covering Novel Method to Prevent or Reduce Post-Operative Cognitive Dysfunction Palo Alto, Calif., May 1, 2025 — 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the “Company”), an innovative media and entertainment company focused on the global iGaming sector, with certain legacy

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): April 28, 2025 180 LIFE SCIENCES

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): April 28, 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

Settlement and Mutual Release Agreement dated and effective April 28, 2025, is by and between 180 Life Sciences Corp., Elray Resources, Inc. and Luxor Capital, LLC (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 30, 2025 and incorporated by reference herein)

Exhibit 10.1 SETTLEMENT AND MUTUAL RELEASE AGREEMENT This Settlement and Mutual Release Agreement (this “Agreement”) dated and effective April 28, 2025 (except as otherwise expressly provided below)(the “Effective Date”), is by and between 180 Life sciences Corp., a Delaware corporation (“180”), Elray Resources, Inc. (“Elray”), and Luxor Capital, LLC (“Luxor”), each a “Party” and collectively the

Voting Agreement dated April 28, 2025, between 180 Life Sciences Corp., Elray Resources, Inc. and Blair Jordan (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 30, 2025 and incorporated by reference herein)

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT, dated and effective April 28, 2025 (this “Agreement”), is made by and among Blair Jordan, an individual (“Jordan”) and Elray Resources, Inc. (the “Securityholder”); and 180 Life Sciences Corp. (the “Company”). RECITALS WHEREAS, the Securityholder holds 1,318,000 shares of the common stock of the Company (the “Shares”); WHEREAS, the entry into th

180 Life Sciences Corp. Announces Share Repurchase

Exhibit 99.1 180 Life Sciences Corp. Announces Share Repurchase Palo Alto, Calif., April 30, 2025 — 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences,” the “Company,” “we,” or “us”) today announced that it has entered into a Settlement and Mutual Release Agreement (the “Agreement”) with Elray Resources, Inc. (“Elray”) and Luxor Capital, LLC (“Luxor”). The Agreement strengthens and simplif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 6, 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

Confidential Settlement Agreement and Release dated April 6, 2025, between 180 Life Sciences Corp., AmTrust International Underwriters DAC and AmTrust Financial Services, Inc. (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 9, 2025 and incorporated by reference herein)

Exhibit 10.1 confidential SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (the “Agreement”) is made and entered into by and between 180 Life Sciences Corp., and its past, present, or future members, managers, parents, subsidiaries, affiliates, divisions, associated entities, partners, directors, officers, employees, owners, shareholders, principals, insurers, reinsurers, age

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorpor

180 Life Sciences Corp. Second Amended And Restated Policy On Insider Trading

Exhibit 19.1 180 LIFE SCIENCES CORP. SECOND AMENDED AND RESTATED POLICY ON INSIDER TRADING As Adopted by the Board of Directors on September 27, 2023 This Policy has been adopted by 180 Life Sciences Corp., and supersedes prior policy statements on this subject. It applies to all employees, consultants, directors, and officers of the Company and subsidiaries. 180 Life Sciences Corp. (the “Company”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-38105 180 LIFE SCIE

Mutual Settlement and General Release Agreement dated February 21, 2025, between 180 Life Sciences Corp., Marlene Krauss, and KBL IV Sponsor, LLC

Exhibit 10.1 MUTUAL SETTLEMENT AND GENERAL RELEASE AGREEMENT This Mutual Settlement and General Release Agreement (the "Agreement") is made and entered into by and between (1) 180 LIFE SCIENCES CORP. (“180 Life”), on the one hand, and (2) MARLENE KRAUSS (“Dr. Krauss”), and (3) KBL IV SPONSOR, LLC (“KBL Sponsor”) [hereinafter, Dr. Krauss and KBL Sponsor sometimes collectively referred to as the “Kr

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 21, 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 F

Voting Agreement dated February 21, 2025, between 180 Life Sciences Corp., Dr. Marlene Krauss and Blair Jordan (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 25, 2025 and incorporated by reference herein)

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT, dated and effective February 21, 2025 (this “Agreement”), is made by and among Blair Jordan, an individual (“Jordan”) and Dr. Marlene Krauss, an individual (the “Securityholder”); and 180 Life Sciences Corp. (the “Company”). RECITALS WHEREAS, the Securityholder holds 200,000 shares of the common stock of the Company (the “Shares”); and WHEREAS,

Executive Consulting Agreement dated February 21, 2025, by and between 180 Life Sciences Corp., Blair Jordan and Blair Jordan Strategy and Finance Consulting Inc. (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 21, 2025 and incorporated by reference herein)

Exhibit 10.2 EXECUTIVE CONSULTING AGREEMENT made this 21st day of February 2025 AMONG 180 LIFE SCIENCES CORP. AND BLAIR JORDAN STRATEGY AND FINANCE CONSULTING INC. AND BLAIR JORDAN TABLE OF CONTENTS Page Part 1 INTERPRETATION 2 Interpretation 2 Engagement 2 Term 3 Responsibilities 4 General Responsibilities 4 Part 2 COMPENSATION 4 Fees 4 Incentive Bonus and Equity Grant 4 Vesting of Shares 5 Expen

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): February 15, 2025 180 LIFE SCIENC

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): February 15, 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 F

Executive Consulting Agreement entered into on February 15, 2025 and effective January 30, 2025, by and between 180 Life Sciences Corp., Eric Van Lent and EVL Consulting, LLC (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 21, 2025 and incorporated by reference herein)

Exhibit 10.1 EXECUTIVE CONSULTING AGREEMENT made this 30 day of January, 2025 AMONG 180 LIFE SCIENCES CORP. AND EVL CONSULTING, LLC AND ERIC VAN LENT TABLE OF CONTENTS Page Part 1 INTERPRETATION 2 Interpretation 2 Engagement 2 Term 3 Title 3 Responsibilities 3 General Responsibilities 3 Part 2 COMPENSATION 4 Fees 4 Incentive Bonus Vesting of Options and RSUs Expenses and Fees 4 Independent Contrac

Form of Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (February 2025 Officer and Director Grants) (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on February 21, 2025 and incorporated by reference herein)

Exhibit 10.3 Restricted Stock Grant Number XX-XXXX 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (as amended and restated from ti

3,100,148 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283265 PROSPECTUS 3,100,148 Shares of Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 3,100,148 shares 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 t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 4, 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 Fi

First Amendment to Separation and Release Agreement dated February 5, 2025, between 180 Life Sciences Corp. and James N. Woody (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 7, 2025 and incorporated by reference herein)

Exhibit 10.1 FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT This First Amendment to Separation and Release Agreement (this “Amendment”), dated February 5, 2025, and effective February 5, 2025 (the “Effective Date”), amends that certain Separation and Release Agreement dated May 7, 2024 (the “Separation Agreement”), by and between James N. Woody, an individual (“Woody”) and 180 Life Sciences C

Voting Agreement dated February 5, 2025, between 180 Life Sciences Corp., James N. Woody and Blair Jordan (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 7, 2025 and incorporated by reference herein)

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT, dated and effective February 5, 2025 (this “Agreement”), is made by and among Blair Jordan, an individual (“Jordan”); Dr. James Woody, an individual (the “Securityholder”); and 180 Life Sciences Corp. (the “Company”). RECITALS WHEREAS, the Securityholder is being issued 43,166 shares of the common stock of the Company (the “Shares”); and WHEREAS

February 4, 2025

180 LIFE SCIENCES CORP. 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA 94306 February 4, 2025 Division of Corporation Finance VIA EDGAR U.S. Securities and Exchange Commission Washington D.C. 20549 Re: 180 Life Sciences Corp. Form S-1 Registration Statement File No. 333-283265 Acceleration Request Request Date: February 7, 2025 Request Time: 4:00 p.m. Eastern Time (or as soon thereafter as p

As filed with the U.S. Securities and Exchange Commission on January 31, 2025

As filed with the U.S. Securities and Exchange Commission on January 31, 2025 Registration No. 333-280912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of (P

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) 180 Life Sciences Corp.

As filed with the Securities and Exchange Commission on January 27, 2025

As filed with the Securities and Exchange Commission on January 27, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) 180 Life Sciences Corp.

As filed with the U.S. Securities and Exchange Commission on January 27, 2025

As filed with the U.S. Securities and Exchange Commission on January 27, 2025 Registration No. 333-283265 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of (P

January 27, 2025

180 LIFE SCIENCES CORP. 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA 94306 January 27, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Tyler Howes Jason Drory Re: 180 Life Sciences Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed December 20, 2024 File No. 333-283265 La

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorpor

Third Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on December 31, 2024 and incorporated by reference herein)

Exhibit 10.2 THIRD AMENDED AND RESTATED 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN Originally Adopted by the Board of Directors on April 26, 2022 and the Stockholders on June 14, 2022 Amended and Restated by the Stockholders on July 6, 2023, February 16, 2024 and December 27, 2024 PURPOSES This Third Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, as may be amend

Third Amendment to 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 31, 2024 and incorporated by reference herein)

Exhibit 10.1 THIRD AMENDMENT TO 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN This Third Amendment (“Third Amendment”) to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, as amended (the “2022 OIP”), is made and adopted by the Board of Directors of 180 Life Sciences Corp., a Delaware corporation (the “Company”), on October 29, 2024, effective as of the date of the Annual Meeting that

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): December 27, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

Form of Common Stock Purchase Warrant (December 2024 Offering) (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on December 30, 2024 and incorporated by reference herein)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

1,200,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-265416 Prospectus Supplement (To Prospectus Dated June 24, 2022) 1,200,000 Shares of Common Stock We are offering 1,200,000 shares of our common stock, par value $0.0001 per share, or Common Stock, pursuant to this prospectus supplement and accompanying prospectus at a public offering price per share equal to $2.41. In a concurrent pr

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): December 27, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

Placement Agency Agreement by and between the Company and Maxim Group LLC, dated December 27, 2024 (filed as Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed on December 30, 2024 and incorporated by reference herein)

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT December 27, 2024 Mr. Blair Jordan Interim Chief Executive Officer 180 Life Sciences Corp. 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA 94306 Dear Mr. Jordan: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and 180 Life Sciences Corp., a Delaware corporation (the “Company”), that M

180 Life Sciences Corp. Announces Pricing of $2.9 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market Under NASDAQ Rules

Exhibit 99.1 180 Life Sciences Corp. Announces Pricing of $2.9 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market Under NASDAQ Rules PALO ALTO, CA / ACCESSWIRE / December 27, 2024 / 180 Life Sciences Corp. (“180” or the “Company”) (NASDAQ:ATNF), a biotechnology company that is currently refocusing its business on the international entertainment and iGaming sec

Form of Securities Purchase Agreement dated December 27, 2024 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 30, 2024 and incorporated by reference herein)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2024, between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

As filed with the U.S. Securities and Exchange Commission on December 23, 2024

As filed with the U.S. Securities and Exchange Commission on December 23, 2024 Registration No. 333-280912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of (

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) 180 Life Sciences Corp.

As filed with the U.S. Securities and Exchange Commission on December 20, 2024

As filed with the U.S. Securities and Exchange Commission on December 20, 2024 Registration No. 333-283265 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of (

December 20, 2024

180 LIFE SCIENCES CORP. 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA 94306 December 20, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Tyler Howes Jason Drory Re: 180 Life Sciences Corp. Registration Statement on Form S-1 Filed November 15, 2024 File No. 333-283265 Ladies and Gentlemen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 16, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

Other Events, Financial Statements and Exhibits

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): December 10, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

2

Exhibit 99.1 180 Life Sciences Corp. Regains Full Compliance with Nasdaq Continued Listing Rules PALO ALTO, CA – December 12, 2024 – 180 Life Sciences Corp. (“180” or the “Company”) is pleased to announce that it has regained compliance with Nasdaq Listing Rule 5605(c)(2), which requires Nasdaq listed companies to maintain an audit committee consisting of three independent directors. This developm

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): December 2, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

180 Life Sciences Corp. Announces the Appointment of Stephen Shoemaker to Board of Directors

Exhibit 99.1 180 Life Sciences Corp. Announces the Appointment of Stephen Shoemaker to Board of Directors PALO ALTO, Calif., December 4, 2024 — 180 Life Sciences Corp. (“180” or the “Company”) (NASDAQ: ATNF), a biotechnology company that is currently refocusing its business on the international entertainment and iGaming sector, today announced the appointment of Stephen Shoemaker to its Board of D

Offer Letter between 180 Life Science Corp. and Stephen H. Shoemaker (director) dated December 2, 2024 and effective December 3, 2024 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on December 4, 2024 and incorporated herein by reference).

Exhibit 10.1 December 3, 2024 Dear Stephen: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal St

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) 180 Life Sciences Corp.

As filed with the U.S. Securities and Exchange Commission on November 15, 2024

As filed with the U.S. Securities and Exchange Commission on November 15, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of (Primary Standard Industri

ATNF / 180 Life Sciences Corp. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-atnf093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 180 Life Sciences Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68236V302 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 180 LIF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme

180 Life Sciences Corp. Retains Senior Technology Consultant and Commences Gaming Technology Platform Integration

Exhibit 99.1 FOR IMMEDIATE RELEASE October 31, 2024 180 Life Sciences Corp. Retains Senior Technology Consultant and Commences Gaming Technology Platform Integration PALO ALTO, Calif., October 31, 2024—180 Life Sciences Corp. (“180” or the “Company”) (NASDAQ: ATNF) today announced the retention of Mr. Vaclav Vincalek as Senior Technology Consultant. An accomplished technologist with a strong recor

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): October 31, 2024 180 LIFE SCIENCE

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): October 31, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme

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): October 24, 2024 180 LIFE SCIENCE

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): October 24, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

Other Events, Shareholder Director Nominations

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): October 29, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

Offer Letter between 180 Life Science Corp. and Jay Goodman (director) dated October 25, 2024 and effective October 24, 2024 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on October 29, 2024 and incorporated herein by reference).

Exhibit 10.1 October 24, 2024 Dear Jay: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal Stockh

180 Life Sciences Corp. Appoints Mr. Jay Goodman to Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE October 29, 2024 180 Life Sciences Corp. Appoints Mr. Jay Goodman to Board of Directors PALO ALTO, Calif., October 29, 2024—180 Life Sciences Corp. (“180” or the “Company”) (NASDAQ: ATNF) today announced the appointment of Mr. Jay Goodman to its Board of Directors, effective immediately. Mr. Goodman brings over a decade of expertise in the software-as-a-service (

Unregistered Sales of Equity Securities, Other Events

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): October 17, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

ATNF.W / 180 Life Sciences Corp. - Equity Warrant / Feldmann Marc - SCHEDULE 13G Passive Investment

SC 13G 1 ea0218014-13gfeld180life.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 180 Life Sciences Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Titles of Class of Securities) 68236V203 (CUSIP Number) September 5, 2024 (Date of Event Which Requires Filing of this S

1

Exhibit 99.1 180 Life Sciences Corp. Interim CEO, Blair Jordan, Issues Letter to Stockholders; Provides Update on Newly Acquired Gaming Technology Platform PALO ALTO, CA. October 16, 2024 -180 Life Sciences Corp. (NASDAQ: ATNF, “180” or the “Company”), today released the following letter to stockholders from its Interim Chief Executive Officer, Blair Jordan. Dear Stockholders: We are excited to an

Financial Advisory Agreement, dated as of October 16, 2024, between A.G.P./Alliance Global Partners and the Company (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 16, 2024 and incorporated by reference herein)

Exhibit 10.2 October 16, 2024 CONFIDENTIAL 180 Life Sciences Corp. 3000 El Camino Real Building 4 Suite 200 Palo Alto, CA 94306 Attention: Mr. Blair Jordan Re: 180 Life Sciences Corp. – Financial Advisory Agreement Dear Mr. Jordan, The purpose of this letter (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by 180 Life Sciences Corp., a Delaware corporat

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): October 16, 2024 180 LIFE SCIENCE

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): October 16, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

Form of Warrant Inducement Agreement, by and between the Company and Holder dated October 16, 2024 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 16, 2024 and incorporated by reference herein)

Exhibit 10.1 180 Life Sciences Corp. 3000 El Camino Real, Building 4, Suite 200 Palo Alto, CA 94306 October 16, 2024 To the Holders of July 2022 Common Stock Purchase Warrants, December 2022 Common Stock Purchase Warrants, April 2023 Common Stock Purchase Warrants, August 2023 Common Stock Purchase Warrants, and December 2023 Common Stock Purchase Warrants. Re: Inducement Offer to Exercise Existin

Form of Warrant to Purchase 1,900,138 Shares of Common Stock Dated October 17, 2024 (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on October 16, 2024 and incorporated by reference herein)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

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): October 16, 2024 180 LIFE SCIENCE

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): October 16, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

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): October 4, 2024 180 LIFE SCIENCES

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): October 4, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fil

180 Life Sciences Corp. Regains Compliance with Nasdaq’s Minimum Stockholders’ Equity Rule and Expands into the Global iGaming Sector

Exhibit 99.1 180 Life Sciences Corp. Regains Compliance with Nasdaq’s Minimum Stockholders’ Equity Rule and Expands into the Global iGaming Sector PALO ALTO, Calif., October 9, 2024 – 180 Life Sciences Corp. (Nasdaq: ATNF) (the “Company” or “180”), is pleased to announce that it has received confirmation from Nasdaq that the Company has officially regained compliance with Nasdaq Listing Rule 5550(

Asset Purchase Agreement dated September 29, 2024, by and among Elray Resources, Inc., as seller and 180 Life Sciences Corp., as purchaser (filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on October 3, 2024 and incorporated by reference herein)

Exhibit 2.1 ASSET PURCHASE AGREEMENT Dated September 29, 2024, By and Among Elray Resources, Inc., as Seller and 180 Life Sciences Corp., as Purchaser TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1. Definitions. 1 ARTICLE II. THE TRANSACTION; RECITALS 6 2.1. Purchased Assets. 6 2.2. Assumed Liabilities. 6 2.3. Excluded Assets. 6 2.4. Non-Assignable Assets. 7 ARTICLE III. CONSIDERATION 8 3.1. Consi

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): September 29, 2024 180 LIFE SCIEN

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): September 29, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Designations of 180 Life Sciences Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock (filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on October 3, 2024 and incorporated by reference herein)

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 180 LIFE SCIENCES CORP. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES B CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of Delaware General Corporation Law (“Delaware Law”) and the Certificate of Incorporation of 180 Life Sciences Corp., a corporation organized and existing under Delaware Law (the “Corporati

Common Stock Purchase Warrant to purchase 3,000,000 shares of common stock dated September 30, 2024, granted by 180 Life Sciences Corp. to Elray Resources, Inc. (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on October 3, 2024 and incorporated by reference herein)

Exhibit 4.1 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND

180 Life Sciences Corp. – Corporate Updates Announcing Acquisition of Advanced Gaming Technology Platform, Positive Progress on Legacy CBD Formulation, and Strengthened Balance Sheet

Exhibit 99.1 180 Life Sciences Corp. – Corporate Updates Announcing Acquisition of Advanced Gaming Technology Platform, Positive Progress on Legacy CBD Formulation, and Strengthened Balance Sheet Palo Alto, CA, October 3, 2024 – 180 Life Sciences Corp. (NASDAQ: ATNF) (the “Company” or “180”) is pleased to provide a corporate update covering several key initiatives. CORPORATE UPDATE HIGHLIGHTS: ● C

180 Life Sciences Announces the Appointment of Omar Jimenez as Chief Financial Officer

Exhibit 99.1 180 Life Sciences Announces the Appointment of Omar Jimenez as Chief Financial Officer PALO ALTO, Calif., September 12, 2024 – 180 Life Sciences Corp. (“180” or the “Company”) is pleased to announce the appointment of Omar Jimenez as its new Chief Financial Officer, effective September 30, 2024. Mr. Jimenez, already a director of the Company, will play a key role in driving the financ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): September 10, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) 180 Life Sciences Corp.

As filed with the U.S. Securities and Exchange Commission on September 12, 2024

As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-280912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): September 5, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

Separation and Release Agreement dated September 5, 2024 and First Amendment to Separation and Release Agreement dated September 5, 2024, by and between Cannbiorex Pharma Ltd., 180 Life Sciences Corp. and Sir Marc Feldmann (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 9, 2024, and incorporated herein by reference)

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement and Release” or “Agreement”) dated August 30, 2024, is made by and between Marc Feldmann, an individual (“Feldmann”) and Cannbiorex Pharma Ltd., a U.K. corporation (“CBR”), a wholly-owned subsidiary of 180 Life Sciences Corp. (“180 LS”, and 180 LS, together with CBR, the “Company”), and the Company

Indemnity Agreement dated September 3, 2024 and effective September 5, 2024, between 180 Life Sciences Corp. and Sir Marc Feldmann (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on September 9, 2024, and incorporated herein by reference)

Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 3, 2024, by and between 180 LIFE SCIENCES CORP., a Delaware corporation (the “Company”), and Sir Marc Feldmann (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are prov

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 180 LIFE SCI

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 30, 2024 180 LIFE SCIENCES C

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 30, 2024 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

180 Life Sciences Announces Positive Topline Results of a Clinical Pharmacology Study Testing a New Solid Formulation of CBD with Enhanced Oral Uptake

Exhibit 99.1 180 Life Sciences Announces Positive Topline Results of a Clinical Pharmacology Study Testing a New Solid Formulation of CBD with Enhanced Oral Uptake PALO ALTO, Calif., July 30, 2024 (GLOBE NEWSWIRE) - 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the “Company”), today announced topline results from a clinical pharmacology study (the “Study”), that evaluated the upta

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 22, 2024 180 LIFE SCIENCES C

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 22, 2024 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

180 Life Sciences Granted an Additional Extension by Nasdaq Hearing Panel to Regain Compliance with Continued Listing Requirements

Exhibit 99.1 180 Life Sciences Granted an Additional Extension by Nasdaq Hearing Panel to Regain Compliance with Continued Listing Requirements PALO ALTO, Calif., July 23, 2024 - 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the “Company”), today announced that it received notice from the Nasdaq Listing Qualifications Panel (the “Hearings Panel”) of The Nasdaq Stock Market LLC (“N

As filed with the U.S. Securities and Exchange Commission on July 19, 2024

As filed with the U.S. Securities and Exchange Commission on July 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of (Primary Standard Industrial (

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) 180 Life Sciences Corp.

Financial Statements and Exhibits, Other Events

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 2, 2024 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 N

180 Life Sciences Granted Extension by Nasdaq Hearing Panel to Regain Compliance with Continued Listing Requirements

Exhibit 99.1 180 Life Sciences Granted Extension by Nasdaq Hearing Panel to Regain Compliance with Continued Listing Requirements PALO ALTO, Calif., July 2, 2024 - 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the “Company”), today announced that it received notice from the Nasdaq Listing Qualifications Panel (the “Hearings Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) that th

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 17, 2024 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 N

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): May 14, 2024 180 LIFE SCIENCES CO

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): May 14, 2024 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 180 LIFE SC

Fourth Amendment to Consulting Agreement dated May 7, 2024, by and between 180 Life Sciences Corp. and Dr. Lawrence Steinman (filed as Exhibit 10.4 to the Current Report on Form 8-K filed on May 9, 2024, and incorporated herein by reference)

Exhibit 10.4 FOURTH AMENDMENT TO CONSULTING AGREEMENT This Fourth Amendment to Consulting Agreement (“Amendment”), dated and effective as of the date of the last signature set forth below (the “Effective Date”), is entered into by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Lawrence Steinman (“Consultant”) (collectively, the Company and Consultant are the “Part

Consulting Agreement dated May 7, 2024, by and between 180 Life Sciences Corp. and Dr. Jonathan Rothbard (filed as Exhibit 10.3 to the Current Report on Form 8-K filed on May 9, 2024, and incorporated herein by reference)

Exhibit 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made this 7th day of May 2024 (the “Effective Date”), by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Jonathan Rothbard, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”). W

Separation and Release Agreement dated May 7, 2024, by and between 180 Life Sciences Corp. and Dr. James N. Woody

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement and Release” or “Agreement”) dated May [ ], 2024, is made by and between James N. Woody, an individual (“Woody”) and 180 Life Sciences Corp., a Delaware corporation (“180 Life”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Woody currently s

Form of 180 Life Sciences Corp. Indemnity Agreement

Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2024, by and between 180 LIFE SCIENCES CORP., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate pr

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): May 7, 2024 180 LIFE SCIENCES COR

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): May 7, 2024 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 Nu

Executive Consulting Agreement dated May 7, 2024, by and between 180 Life Sciences Corp., Blair Jordan and Blair Jordan Strategy and Finance Consulting Inc. (filed as Exhibit 10.5 to the Current Report on Form 8-K filed on May 9, 2024, and incorporated herein by reference)

Exhibit 10.5 EXECUTIVE CONSULTING AGREEMENT made this 7th day of May 2024 AMONG 180 LIFE SCIENCES CORP. AND BLAIR JORDAN STRATEGY AND FINANCE CONSULTING INC. AND BLAIR JORDAN TABLE OF CONTENTS Page Part 1 INTERPRETATION 2 Interpretation 2 Engagement 2 Term 3 Title 3 Responsibilities 3 General Responsibilities 3 Part 2 COMPENSATION 4 Fees 4 Incentive Bonus 4 Vesting of Options and RSUs 4 Expenses a

Separation and Release Agreement dated May 7, 2024, by and between 180 Life Sciences Corp. and Dr. Jonathan Rothbard

Exhibit 10.2 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement and Release” or “Agreement”) dated May [ ], 2024, is made by and between Jonathan Rothbard, an individual (“Rothbard”) and 180 Life Sciences Corp., a Delaware corporation (“180 Life”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Rothbard cu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) 180 Life Sciences Corp.

As filed with the U.S. Securities and Exchange Commission on April 19, 2024

As filed with the U.S. Securities and Exchange Commission on April 19, 2024 Registration No. 333-272749 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other juris

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) 180 Life Sciences Corp.

As filed with the U.S. Securities and Exchange Commission on April 19, 2024

As filed with the U.S. Securities and Exchange Commission on April 19, 2024 Registration No. 333-276796 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other juris

Changes in Registrant's Certifying Accountant, Other Events, Financial Statements and Exhibits

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): April 17, 2024 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

Letter from Marcum LLP dated April 19, 2024

Exhibit 16.1 April 19, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by 180 Life Sciences Corp. under Item 4.01 of its Form 8-K dated April 17, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of 180 Life Sciences Corp. contai

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) 180 Life Sciences Corp.

As filed with the Securities and Exchange Commission on April 17, 2024

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-38105 180 LIFE SCIE

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): March 13, 2024 180 LIFE SCIENCES

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): March 13, 2024 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

180 Life Sciences Regains Full Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 180 Life Sciences Regains Full Compliance with Nasdaq Minimum Bid Price Requirement PALO ALTO, Calif., March 14, 2024 - 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the “Company”), today announced that the Company received a letter on March 13, 2024 from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has regained full compliance with the minimum b

Offer Letter between 180 Life Science Corp. and Omar Jimenez (director) dated March 4, 2024 and effective March 7, 2024 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 11, 2024 and incorporated by reference herein).

Exhibit 10.1 March 4, 2024 Dear Omar: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal Stockhol

Offer Letter between 180 Life Science Corp. and Ryan L. Smith (director) dated March 5, 2024 and effective March 7, 2024 (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on March 11, 2024 and incorporated by reference herein).

Exhibit 10.2 March 5, 2024 Dear Ryan: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal Stockhol

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): March 7, 2024 180 LIFE SCIENCES C

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): March 7, 2024 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

Unregistered Sales of Equity Securities

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): March 6, 2024 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

Unregistered Sales of Equity Securities

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): February 28, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

Offer Letter between 180 Life Science Corp. and Blair Jordan (director) dated February 24, 2024 and effective February 28, 2024 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 29, 2024 and incorporated by reference herein).

Exhibit 10.1 Dear Blair: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal Stockholders Question

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 28, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

13,950,976 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276796 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 9, 2024) 13,950,976 Shares of Common Stock This prospectus supplement updates, amends, and supplements the prospectus dated February 9, 2024 (as amended and supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-276796).

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): February 26, 2024 180 LIFE SCIENC

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): February 26, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

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

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 180 LIFE SCIENCES CORP. 180 Life Sciences Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the corporation is 180 Life Sciences Corp. SECOND: The original name of the Corporation was KBL M

4,448,713 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271703 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 12, 2023) 4,448,713 Shares of Common Stock This prospectus supplement updates, amends, and supplements the prospectus dated May 12, 2023 (as amended and supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-271703). This pro

666,925 Shares of Common Stock Pre-Funded Warrants to Purchase 3,948,460 Shares of Common Stock Common Warrants to Purchase 4,615,385 Shares of Common Stock 3,948,460 Shares of Common Stock Underlying the Pre-Funded Warrants 4,615,385 Shares of Commo

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272749 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated August 9, 2023) 666,925 Shares of Common Stock Pre-Funded Warrants to Purchase 3,948,460 Shares of Common Stock Common Warrants to Purchase 4,615,385 Shares of Common Stock 3,948,460 Shares of Common Stock Underlying the Pre-Funded Warrants 4,615,385 Shares of Common Stock Underlying the C

180 LIFE SCIENCES CORP. ANNOUNCES 1-FOR 19 REVERSE STOCK SPLIT AS PART OF NASDAQ COMPLIANCE PLAN

Exhibit 99.1 180 LIFE SCIENCES CORP. ANNOUNCES 1-FOR 19 REVERSE STOCK SPLIT AS PART OF NASDAQ COMPLIANCE PLAN PALO ALTO, Calif., February 26, 2024 - 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the “Company”), today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-19 (the “Reverse Stock Split”). The Reverse Stock S

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): February 26, 2024 180 LIFE SCIENC

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): February 26, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

Other Events

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): February 20, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

13,950,976 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276796 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 9, 2024) 13,950,976 Shares of Common Stock This prospectus supplement updates, amends, and supplements the prospectus dated February 9, 2024 (as amended and supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-276796).

4,448,713 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271703 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 12, 2023) 4,448,713 Shares of Common Stock This prospectus supplement updates, amends, and supplements the prospectus dated May 12, 2023 (as amended and supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-271703). This pro

666,925 Shares of Common Stock Pre-Funded Warrants to Purchase 3,948,460 Shares of Common Stock Common Warrants to Purchase 4,615,385 Shares of Common Stock 3,948,460 Shares of Common Stock Underlying the Pre-Funded Warrants 4,615,385 Shares of Commo

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272749 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated August 9, 2023) 666,925 Shares of Common Stock Pre-Funded Warrants to Purchase 3,948,460 Shares of Common Stock Common Warrants to Purchase 4,615,385 Shares of Common Stock 3,948,460 Shares of Common Stock Underlying the Pre-Funded Warrants 4,615,385 Shares of Common Stock Underlying the C

Second Amendment to 180 Life Sciences Corp. 2022 Omnibus Incentive Plan

Exhibit 10.1 SECOND AMENDMENT TO 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN This Second Amendment (“Second Amendment”) to the First Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (the “2022 OIP”), is made and adopted by the Board of Directors of 180 Life Sciences Corp., a Delaware corporation (the “Company”), on December 13, 2023, effective as of the date approve

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): February 16, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F

Second Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on February 16, 2024, and incorporated herein by reference)

Exhibit 10.2 SECOND AMENDED AND RESTATED 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN Originally Adopted by the Board of Directors on April 26, 2022 and the Stockholders on June 14, 2022 Amended and Restated by the Stockholders on July 6, 2023 and February 16, 2024 PURPOSES This Second Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, as may be amended from time to t

US68236V2034 / 180 Life Sciences Corp / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-atnf123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 180 Life Sciences Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68236V203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

13,950,976 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276796 PROSPECTUS 13,950,976 Shares of Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 13,950,976 shares 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 stockholder identified in

February 7, 2024

180 LIFE SCIENCES CORP. 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA 94306 February 7, 2024 Division of Corporation Finance VIA EDGAR U.S. Securities and Exchange Commission Washington D.C. 20549 Re: 180 Life Sciences Corp. Form S-1 Registration Statement File No. 333-276796 Acceleration Request Request Date: February 9, 2024 Request Time: 11:00 a.m. Eastern Time (or as soon thereafter as

As filed with the U.S. Securities and Exchange Commission on January 31, 2024

As filed with the U.S. Securities and Exchange Commission on January 31, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 180 Life Sciences Corp. (Exact name of registrant as specified in its charter) Delaware 2834 90-1890354 (State or other jurisdiction of (Primary Standard Industria

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) 180 Life Sciences Corp.

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): January 23, 2024 180 LIFE SCIENCE

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): January 23, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

Third Amendment to Consulting Agreement dated January 10, 2024 and effective as of January 1, 2024, between 180 Life Sciences Corp. and Lawrence Steinman, M.D. (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on January 17, 2024 and incorporated by reference herein).

Exhibit 10.3 THIRD AMENDMENT TO CONSULTING AGREEMENT This Third Amendment to Consulting Agreement (“Amendment”), dated as of the date of the last signature set forth below and effective as of January 1, 2024, is entered into by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Lawrence Steinman (“Executive”) (collectively, the Company and Executive are the “Parties”)

Fourth Amendment to Employment Agreement dated January 10, 2024 and effective as of January 1, 2024, between 180 Life Sciences Corp. and Jonathan Rothbard, Ph.D. (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 17, 2024 and incorporated by reference herein).

Exhibit 10.2 FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT This Fourth Amendment to Employment Agreement (“Amendment”), dated as of the date of the last signature set forth below and effective as of January 1, 2024, is entered into by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Jonathan Rothbard (“Executive”) (collectively, the Company and Executive are the “Parties

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): January 10, 2024 180 LIFE SCIENCE

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): January 10, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

Second Amendment to Consulting Agreement dated January 10, 2024 and effective as of January 1, 2024, between Cannbiorex Pharma Ltd. and Sir Marc Feldmann(filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on January 17, 2024 and incorporated by reference herein).

Exhibit 10.4 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Amendment”), dated as of the date of the last signature set forth below and effective as of January 1, 2024, is entered into by and between Cannbiorex Pharma Ltd., a UK corporation (the “CBR”) and a wholly owned subsidiary of 180 Life Sciences Corp. (“180 LS”, together with CBR, the “Company”), an

Fourth Amendment to Employment Agreement dated January 10, 2024 and effective as of January 1, 2024, between 180 Life Sciences Corp. and James N. Woody, M.D., Ph.D. (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 17, 2024 and incorporated by reference herein).

Exhibit 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Fourth Amendment to Amended and Restated Employment Agreement (“Amendment”), dated as of the date of the last signature set forth below and effective as of January 1, 2024, is entered into by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and James N. Woody (“Executive”) (collectively, the

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): January 11, 2024 180 LIFE SCIENCE

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): January 11, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin