Item 1.01. Entry into a Material Definitive Agreement.

On December 22, 2022, 180 Life Sciences Corp., a Delaware corporation (the "Company"), issued warrants to purchase up to 2,571,429 shares of common stock of the Company (the "Warrants") to a certain institutional investor (the "Purchaser") in a registered direct offering pursuant to the securities purchase agreement, dated December 20, 2022, by and between the Company and the Purchaser (the "Securities Purchase Agreement"). The initial exercise date of the Warrants at the time of issuance was June 22, 2023.

On January 12, 2023, the Company entered into amendment to the Warrants (the "Warrant Amendment") with the Purchaser, pursuant to which the Warrants will become exercisable on January 12, 2023.

The Warrant Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Warrant Amendment is qualified in its entirety by reference to such exhibit.





Item 9.01. Exhibits.



(d) Exhibits.



Exhibit No.   Description
4.1             Warrant Amendment, dated January 12, 2023, by and between 180 Life
              Sciences Corp. and the Purchaser
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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