180 Life Sciences Corp.
For the period ended Jun 30, 2025. Filed Jul 23, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 23, 2025
Contents
Cover page
Show cover page
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 SCIENCES CORP
(Exact name of registrant as specified in its charter)
| Delaware | 90-1890354 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA | 94306 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
(650) 507-0669
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | ATNF | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
| Warrants to purchase Common Stock | ATNFW | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
As of July 22, 2025,6,039,208 shares of common stock, par value $0.0001 per share, were issued and outstanding.
FORM 10-Q
FOR THE SIX MONTHS ENDED JUNE 30, 2025
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 1 |
|---|---|
| Item 1. Financial Statements | 1 |
| Condensed Consolidated Balance Sheets | 1 |
| Condensed Consolidated Statements of Operations and Comprehensive Loss | 2 |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 3 |
| Condensed Consolidated Statements of Cash Flows | 4 |
| Notes to Unaudited Condensed Consolidated Financial Statements | 5 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk. | 49 |
| Item 4. Controls and Procedures. | 49 |
| PART II - OTHER INFORMATION | 51 |
| Item 1. Legal Proceedings. | 51 |
| Item 1A. Risk Factors. | 51 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 58 |
| Item 3. Defaults upon Senior Securities. | 58 |
| Item 4. Mine Safety Disclosures. | 58 |
| Item 5. Other Information. | 58 |
| Item 6. Exhibits. | 59 |
i
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.