SecProbe.io

December 11, 2024
Blair Jordan
Chief Executive Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
Re:180 Life Sciences Corp.
Registration Statement on Form S-1
Filed November 15, 2024
File No. 333-283265
Dear Blair Jordan:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed November 15, 2024
General
1.Please explain why the acquisition of certain source code and intellectual property
relating to an online blockchain casino was accounted for as an asset acquisition
rather than a business combination. Your analysis should address the guidance in ASC
805-10-25. In addition, tell how you considered providing financial statements for this
entity pursuant to Rule 3-05 of Regulation S-X.
2.We note your press release dated October 16, 2024 related to your acquisition of your
gaming technology platform and planned strategic entrance to this sector. Please
revise to provide a more fulsome discussion of your iGaming business and the
industry in which it will operate. For example, please discuss your principal products
or services, distribution methods, the current status of your products and the
competitive business conditions which you will face in this industry. Refer to Item
101 of Regulation S-K for guidance.

December 11, 2024
Page 2
Prospectus Summary
Planned iGaming Casino Operations, page 1
3.Please revise here to discuss all the material terms of your asset purchase agreement
with Elray Resources, Inc. ("Elray"), including a description of the post-closing
assistance provided by Elray to date. In addition, we note your statement in your Form
8-K filed October 3, 2024, that you require additional front-end development for your
iGaming casino operating business and you will negotiate with Elray to come to an
agreement on a Front-End-Development arrangement. Please revise to discuss any
other material agreements entered into related to your new iGaming business or
otherwise advise.
Summary Risk Factors, page 5
4.We note your risk factor disclosure that your accounts payable are significant and you
do not currently have sufficient funds to pay such accounts. Please quantify the
amount of accounts payable past due.
5.We note your summary risk factor disclosing the liquidation preference associated
with your Series B Convertible Preferred Stock. Please quantify the liquidation
preference and discuss how the payment of any liquidation preferences could result in
common stock shareholders not receiving any consideration if you were to liquidate,
dissolve or wind up.
6.We note that you disclose that you received a notice of non-compliance with the
Nasdaq listing requirements pertaining to your failure to maintain a majority of
independent directors and an audit committee of at least three independent directors.
Please revise this risk factor to disclose the deadline by which you must regain
compliance.
7.In your dilution risk factor please quantify the number of shares of common stock into
which your Series B Convertible Preferred Stock will convert so investors may
understand the potential magnitude.
Risk Factors, page 7
8.Please include a risk factor addressing the risks related to the identified material
weaknesses in internal control over financial reporting, which resulted in
management's conclusion that disclosure controls and procedures were not effective at
March 31, 2024, June 30, 2024 and September 30, 2024. Include a discussion of your
remediation plan including the expected timing of such activities and any material
costs you expect to incur.
Please revise your risk factors section to provide more fulsome disclosure of the
specific, material risks related to your new iGaming business that make an investment
in you or your common stock speculative or risky. For example only, we note that the
following summary risk factors do not appear to be addressed in your risk factors
section:
The fact that we are currently an iGaming/clinical stage biotechnology company
that had no revenue for the three or nine months ended September 30, 2024, and
for the years ended December 31, 2023 and 2022, and may not generate •9.

December 11, 2024
Page 3
significant revenue for the near term.
•The reliance on suppliers of third-party gaming content and the cost of such
content.
Please revise here to include risk factors related to the above risks and any
other material risks relevant to your new business. Refer to Item 105 of Regulation S-
K for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Vanessa Robertson at 202-551-3649 or Daniel Gordon at 202-551-
3486 if you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Loev, Esq.