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PALO ALTO, CALIFORNIA - 180 Life Sciences Corp. (NASDAQ:ATNF), a biotechnology company transitioning into the iGaming industry, announced today that it has entered into an agreement to repurchase and cancel a significant portion of its outstanding shares. The move is aimed at reducing shareholder dilution and streamlining the company’s capital structure. The announcement comes as the company’s stock trades at $0.89, having declined over 77% in the past six months, with a current market capitalization of just $4.62 million. According to InvestingPro analysis, the stock appears to be trading below its Fair Value.
The settlement and mutual release agreement with Elray Resources, Inc. and Luxor Capital, LLC involves the acquisition of approximately 23.1% of 180 Life Sciences’ currently outstanding shares, totaling 1,318,000 shares, for a payment of $1 million. This payment is structured with $350,000 going directly to Elray and $650,000 to Luxor, to be sourced from future capital raises by April 28, 2026. InvestingPro data shows the company maintains a healthy current ratio of 1.47 and holds more cash than debt on its balance sheet, potentially supporting this financial commitment.
Blair Jordan, CEO of 180 Life Sciences, remarked on the agreement, emphasizing its role in reducing dilution and simplifying the company’s capital structure, which aligns with their goal of monetizing their Technology Gaming Platform. The platform is intended to support the operation of online casinos, and the company is exploring potential acquisitions in this sector.
The agreement also includes a voting agreement by Elray to align with the recommendations of the company’s Board of Directors and the provision of an irrevocable proxy to CEO Blair Jordan until the payment deadline. Additionally, the agreement carries customary representations, warranties, confidentiality obligations, and an indemnity in favor of 180 Life Sciences from Luxor against certain third-party claims.
This news follows 180 Life Sciences’ strategic pivot from biotechnology to the global iGaming sector, leveraging its proprietary Technology Gaming Platform. The company is focusing on the acquisition or development of online casino and related entertainment businesses. While InvestingPro data indicates the company is not currently profitable, with a negative EBITDA of $6.27 million in the last twelve months, subscribers can access 7 additional ProTips and comprehensive financial metrics to better evaluate this strategic transition. The company’s next earnings report is scheduled for May 15, 2025, which could provide more clarity on the transformation progress.
The details of the agreement are outlined in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission. This press release statement is based on the company’s announcement and contains forward-looking statements regarding its future plans, which involve risks and uncertainties that could cause actual results to differ materially from those anticipated.
In other recent news, 180 Life Sciences Corp. has made significant changes to the exit terms of its former CEO, James N. Woody. According to a recent 8-K filing with the Securities and Exchange Commission, the company has amended the separation agreement with Dr. Woody. The amendment replaces a potential future payment of $50,000 with an immediate issuance of 43,166 shares of restricted common stock, valued at $60,000. Dr. Woody has also agreed to a Voting Agreement, which requires him to vote the shares in line with the Board of Directors’ recommendations until February 5, 2026, or until certain conditions are met. In other developments, Ryan Smith has been appointed as Lead Independent Director, with an additional annual compensation of $20,000. Additionally, Blair Jordan’s appointment as CEO was confirmed, along with a salary increase to $240,000 per year, effective January 1, 2025. The issuance of the shares was conducted in compliance with the Securities Act of 1933. These developments reflect the company’s recent strategic decisions and leadership changes.
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