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
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180 LIFE SCIENCES CORP |
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(Exact name of registrant as specified in its charter) |
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Delaware |
90-1890354 |
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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
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3000 El Camino Real |
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Bldg. 4, Suite 200 |
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Palo Alto, CA 94306 |
94306 |
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(Address of principal executive offices) |
(Zip Code) |
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(650) 507-0669 |
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(Registrant's telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.0001 per share |
ATNF |
The NASDAQ Stock Market LLC |
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(The NASDAQ Capital Market) |
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Warrants to purchase Common Stock |
ATNFW |
The NASDAQ Stock Market LLC |
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(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.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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 May 15, 2024, 941,590 shares of common stock, par value $0.0001 per share, were issued and outstanding.
180 LIFE SCIENCES CORP. AND SUBSIDIARIES
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2024
TABLE OF CONTENTS
Page
PART I
FINANCIAL INFORMATION
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ITEM 1. |
Financial Statements |
1 |
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Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 |
1 |
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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2024 and |
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2023 |
2 |
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Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit for the Three Months Ended March 31, 2024 and 2023 |
3 |
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Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 |
4 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
6 |
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ITEM 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
22 |
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ITEM 3. |
Quantitative and Qualitative Disclosures About Market Risk |
31 |
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ITEM 4. |
Controls and Procedures |
31 |
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PART II |
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OTHER INFORMATION |
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ITEM 1. |
Legal Proceedings. |
33 |
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ITEM 1A. |
Risk Factors. |
33 |
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ITEM 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
35 |
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ITEM 3. |
Defaults Upon Senior Securities. |
35 |
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ITEM 4. |
Mine Safety Disclosures. |
35 |
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ITEM 5. |
Other Information. |
35 |
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ITEM 6. |
Exhibits. |
36 |
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Signatures |
37 |
i
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PART I - FINANCIAL INFORMATION |
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ITEM 1. Financial Statements |
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180 LIFE SCIENCES CORP. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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March 31, |
December 31, |
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2024 |
2023 |
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Assets |
(unaudited) |
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Current Assets: |
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Cash |
$ |
675,977 |
$ |
1,975,799 |
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Prepaid expenses and other current assets |
1,178,971 |
1,664,107 |
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Total Current Assets |
1,854,948 |
3,639,906 |
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Intangible assets, net |
1,586,792 |
1,619,570 |
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Total Assets |
$ |
3,441,740 |
$ |
5,259,476 |
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Liabilities and Stockholders' Deficit |
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Current Liabilities: |
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Accounts payable |
$ |
1,784,150 |
$ |
1,892,611 |
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Accounts payable - related parties |
53,076 |
266,009 |
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Accrued expenses |
1,416,790 |
1,869,814 |
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Accrued expenses - related parties |
53,708 |
- |
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Loans payable - current portion |
772,334 |
1,034,124 |
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Derivative liabilities |
249 |
58 |
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Total Current Liabilities |
4,080,307 |
5,062,616 |
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Loans payable - noncurrent portion |
16,544 |
19,936 |
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Deferred tax liability |
299,355 |
304,657 |
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Total Liabilities |
4,396,206 |
5,387,209 |
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Commitments and contingencies (Note 8) |
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Stockholders' Deficit: |
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Preferred stock, $0.0001 par value; 5,000,000 shares authorized; (see designations and shares authorized for Series A, Class C and |
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Class K preferred stock) |
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Class C Preferred Stock; 1 share authorized, 0 issued and outstanding at March 31, 2024 and December 31, 2023 |
- |
- |
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Class K Preferred Stock; 1 share authorized, 0 and 1 issued and outstanding at March 31, 2024 and December 31, 2023, respectively |
- |
- |
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Common stock, $0.0001 par value; 100,000,000 shares authorized; 852,772 and 534,719 shares issued and outstanding at March 31, |
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2024 and December 31, 2023, respectively |
86 |
54 |
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Additional paid-in capital |
130,353,728 |
130,117,209 |
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Accumulated other comprehensive income |
(2,894,879) |
(2,901,339) |
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Accumulated deficit |
(128,413,401) |
(127,343,657) |
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Total Stockholders' Deficit |
(954,466 |
) |
(127,733 |
) |
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Total Liabilities and Stockholders' Deficit |
$ |
3,441,740 |
$ |
5,259,476 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
180 LIFE SCIENCES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
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For the Three |
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Months Ended |
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March 31, |
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2024 |
2023 |
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Operating Expenses: |
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Research and development |
$ |
365,186 |
$ |
578,309 |
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Research and development - related parties |
170,542 |
216,684 |
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General and administrative |
1,556,740 |
4,008,852 |
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Total Operating Expenses |
2,092,468 |
4,803,845 |
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Loss From Operations |
(2,092,468 |
) |
(4,803,845 |
) |
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Other (Expense) Income: |
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Other income |
1,039,364 |
- |
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Interest expense |
(16,449) |
(11,556) |
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Change in fair value of derivative liabilities |
(191) |
53,323 |
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Total Other Income, Net |
1,022,724 |
41,767 |
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Loss Before Income Taxes |
(1,069,744) |
(4,762,078) |
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Income tax benefit |
- |
- |
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Net Loss |
(1,069,744) |
(4,762,078) |
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Other Comprehensive Income (Loss): |
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Foreign currency translation adjustments |
6,460 |
663 |
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Total Comprehensive Loss |
$ |
(1,063,284 |
) |
$ |
(4,761,415 |
) |
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Basic and Diluted Net Loss per Common Share |
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Basic |
$ |
(1.68) |
$ |
(24.15) |
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Diluted |
) |
) |
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$ |
(1.68 |
$ |
(24.15 |
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Weighted Average Number of Common Shares Outstanding: |
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Basic |
638,339 |
197,219 |
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Diluted |
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638,339 |
197,219 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
180 LIFE SCIENCES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(unaudited)
|
For The Three Months Ended March 31, 2024 |
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Accumulated |
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Common Stock |
Additional |
Other |
Total |
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Paid-in |
Comprehensive |
Accumulated |
Stockholders' |
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Shares |
Amount |
Capital |
Income |
Deficit |
Deficit |
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Balance - January 1, 2024 |
534,719 |
$ |
54 |
$ |
130,117,209 |
$ |
(2,901,339) |
$ |
(127,343,657) |
$ |
(127,733) |
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Shares issued from exercise of pre-funded |
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warrants related to Amendment to August |
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2023 Offering |
257,205 |
26 |
463 |
- |
- |
489 |
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Adjustment related to reverse stock split |
60,848 |
6 |
(6) |
- |
- |
- |
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Stock-based compensation |
- |
- |
236,062 |
- |
- |
236,062 |
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Comprehensive (loss) income: |
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Net loss |
- |
- |
- |
- |
(1,069,744) |
(1,069,744) |
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Other comprehensive income |
- |
- |
- |
6,460 |
- |
6,460 |
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Balance - March 31, 2024 |
852,772 |
$ |
86 |
$ |
130,353,728 |
$ |
(2,894,879 |
) |
$ |
(128,413,401 |
) |
$ |
(954,466 |
) |
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For The Three Months Ended March 31, 2023 |
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Accumulated |
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Common Stock |
Additional |
Other |
Total |
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Paid-in |
Comprehensive |
Accumulated |
Stockholders' |
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Shares |
Amount |
Capital |
Income |
Deficit |
Equity |
||||||||||||||
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Balance - January 1, 2023 |
197,209 |
$ |
20 |
$ |
121,637,966 |
$ |
(2,885,523) |
$ |
(107,408,545) |
$ |
11,343,918 |
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Stock-based compensation |
- |
- |
557,421 |
- |
- |
557,421 |
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Comprehensive (loss) income: |
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|
Net loss |
- |
- |
- |
- |
(4,762,078) |
(4,762,078) |
|||||||||||||
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Other comprehensive income |
- |
- |
- |
663 |
- |
663 |
|||||||||||||
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Balance - March 31, 2023 |
197,209 |
$ |
20 |
$ |
122,195,387 |
$ |
(2,884,860 |
) |
$ |
(112,170,623 |
) |
$ |
7,139,924 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
180 LIFE SCIENCES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in US Dollars)
(unaudited)
For the Three
Months Ended
March 31,
|
2024 |
2023 |
|||||||
|
Cash Flows From Operating Activities |
||||||||
|
Net (Loss) Income |
$ |
(1,069,744) |
$ |
(4,762,078) |
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|
Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation: |
||||||||
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Shares issued for services |
- |
- |
||||||
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Amortization of stock options and restricted stock units |
236,062 |
557,421 |
||||||
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Amortization of intangibles |
23,576 |
21,772 |
||||||
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Change in fair value of derivative liabilities |
191 |
(53,323) |
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Changes in operating assets and liabilities: |
||||||||
|
Prepaid expenses and other current assets |
480,533 |
424,913 |
||||||
|
Accounts payable |
(97,254) |
(621,861) |
||||||
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Accounts payable - related parties |
(212,543) |
- |
||||||
|
Accrued expenses |
(447,946) |
526,367 |
||||||
|
Accrued expenses - related parties |
53,708 |
36,898 |
||||||
|
Total adjustments |
36,327 |
892,187 |
||||||
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Net Cash Used In Operating Activities |
(1,033,417 |
) |
(3,869,891 |
) |
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Cash Flows From Financing Activities |
||||||||
|
Proceeds from exercise of pre-funded warrants from the Amendment to August 2023 Offering |
489 |
- |
||||||
|
Repayment of loans payable |
(264,883) |
(469,810) |
||||||
|
Net Cash Used In Financing Activities |
(264,394 |
) |
(469,810 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
180 LIFE SCIENCES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(Expressed in US Dollars)
(unaudited)
|
Effect of Exchange Rate Changes on Cash |
(2,011) |
15,775 |
||||||
|
Net Decrease In Cash |
(1,299,822) |
(4,323,926) |
||||||
|
Cash - Beginning of Period |
1,975,799 |
6,970,110 |
||||||
|
Cash - End of Period |
$ |
675,977 |
$ |
2,646,184 |
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|
Supplemental Disclosures of Cash Flow Information: |
||||||||
|
Cash paid during the period for income taxes |
$ |
- |
$ |
- |
||||
|
Cash paid during the period for interest |
||||||||
|
$ |
12,078 |
$ |
7,265 |
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
180 LIFE SCIENCES CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS
180 Life Sciences Corp., formerly known as KBL Merger Corp. IV ("180LS", or together with its subsidiaries, the "Company"), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
180 Life Corp. ("180", f/k/a 180 Life Sciences Corp. and CannBioRx Life Sciences Corp.) is a wholly-owned subsidiary of the Company and was incorporated in the State of Delaware on January 28, 2019. The Company is located in the United States ("U.S.") and is a medical pharmaceutical company focused upon unmet medical needs in the areas of inflammatory diseases, fibrosis, and chronic pain by employing innovative research and, where appropriate, combination therapies, through 180's three wholly- owned subsidiaries, 180 Therapeutics L.P. ("180 LP"), CannBioRex Pharmaceuticals Corp. ("CBR Pharma"), and Katexco Pharmaceuticals Corp. ("Katexco"). 180 LP, CBR Pharma and Katexco are together, the "180 Subsidiaries." Katexco was incorporated on March 7, 2018 under the provisions of the British Corporation Act of British Columbia. Additionally, 180's wholly-owned subsidiaries Katexco Callco, ULC, Katexco Purchaseco, ULC, CannBioRex Callco, ULC, and CannBioRex Purchaseco, ULC were formed in the Canadian Province of British Columbia on May 31, 2019 to facilitate the acquisition of Katexco, CBR Pharma and 180 LP. On July 1, 2021, the assets and liabilities of the Canadian companies (Katexco and CBR Pharma) were transferred to their respective subsidiaries, which are Katexco Pharmaceuticals Corp. ("Katexco U.S.") and CannBioRex Pharma Limited ("CBR Pharma U.K.").
The Company is a clinical stage biotechnology company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, fibrosis, and other inflammatory diseases. We have three product development platforms:
- fibrosis and anti-tumor necrosis factor ("TNF");
- drugs which are derivatives of cannabidiol ("CBD") or cannabigerol ("CBG") analogues ("SCAs"); and
- alpha 7 nicotinic acetylcholine receptor ("α7nAChR").
Due to restrictions in the Company's resources, the Company has slowed down research and development activities significantly in the SCA platform and the anti-TNF platform, and the Company has not made progress in the α7nAChR platform and has suspended further research and development activity in this program.
The Company is currently evaluating all options to monetize its existing assets, in addition to exploring other strategic alternatives to maximize value for its stockholders. Potential strategic alternatives that may be explored or evaluated by the Company as part of this process include, but are not limited to, an acquisition, merger, reverse merger, other business combination, sale of assets, licensing or other strategic transactions involving the Company.
NOTE 2 - GOING CONCERN AND MANAGEMENT'S PLANS
The Company has not generated any revenues and has incurred significant losses since inception. As of March 31, 2024, the Company had an accumulated deficit of $128,413,401 and a working capital deficit of $2,225,359, and for the quarter ended March 31, 2024, a net loss of $1,069,744 and cash used in operating activities of $1,033,417. The Company expects to invest a significant amount of capital to fund research and development. As a result, the Company expects that its operating expenses will increase significantly, and consequently will require significant revenues to become profitable. Even if the Company does become profitable, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company cannot predict when, if ever, it will be profitable. There can be no assurance that the intellectual property of the Company, or other technologies it may acquire, will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, or be successfully marketed. The Company plans to undertake additional laboratory studies with respect to the intellectual property, and there can be no assurance that the results from such studies or trials will result in a commercially viable product or will not identify unwanted side effects.
These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to our ability to continue as a going concern.
6
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
There have been no material changes to the Company's significant accounting policies as set forth in the Company's audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 under Note 3 - Summary of Significant Accounting Policies.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the quarter ended March 31, 2024 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2024. For further information, refer to the financial statements and footnotes included in the Company's annual financial statements for the fiscal year ended December 31, 2023, which are included in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 25, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company's significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the fair value of financial instruments, warrants, options, derivative liabilities and R&D tax credits and accruals. Certain of the Company's estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company's estimates and may cause actual results to differ from those estimates.
Foreign Currency Translation
The Company's reporting currency is the United States dollar. The functional currency of certain subsidiaries was the British Pound ("GBP") (1.264 and 1.273 GBP to 1 US dollar, each as of March 31, 2024 and December 31, 2023, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.271 and 1.214 GBP to 1 US dollar for each of the three months ended March 31, 2024 and 2023, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders' equity as a component of accumulated other comprehensive income.
Comprehensive income is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the three months ended March 31, 2024 and 2023, the Company recorded other comprehensive income of $6,460 and $663, respectively, as a result of foreign currency translation adjustments.
Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. The Company recognized ($1) and ($1,117) of foreign currency transaction losses for the three months ended March 31, 2024 and 2023, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.
7
Intangible Assets
Intangible assets consist of licensed patents held by Katexco, a wholly-owned subsidiary of the Company, as well as technology licenses acquired in connection with the July 2019, corporate restructuring completed between the Company and each of 180 LP, Katexco and CBR Pharma, pursuant to which each of 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of the Company (the "Reorganization"). Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight- line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company's research and development activities.
Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.
The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:
Subsequent Events
The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's unaudited condensed consolidated financial statements.
8
Attachments
Disclaimer
180 Life Sciences Corp. published this content on 15 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2024 23:08:26 UTC.