AMENDMENT NO. 1 TO WARRANTS

Exhibit 4.6

AMENDMENT NO. 1 TO WARRANTS

This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) dated this 5th day of April 2023, by and among 180 Life Sciences Corp., a Delaware corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).

WHEREAS, the Holder is the holder of outstanding warrants to purchase up to (i) 2,571,429 shares of common stock of the Company, issued on December 22, 2022, and amended in January 2023 and (ii) 306,604 shares of common stock of the Company, issued on July 20, 2022 (collectively, the “Warrants”);

WHEREAS, the Company and the Holder desire to amend the Warrants as more particularly set forth below;

WHEREFORE, the parties do hereby agree as follows:

1. Effective upon the execution of this Amendment, the exercise price of the Warrants shall be amended to $1.78 per share, subject to further adjustment as set forth in the Warrants and the term of the warrants shall be extended such that they shall expire on October 10, 2028.

2. Except as modified herein, the terms of the Warrants shall remain in full force and effect.

3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile or email shall constitute an original.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

180 LIFE SCIENCES CORP.
By:	/s/ Xxxxx X. Xxxxx
Name:	Xxxxx X. Xxxxx
Title:	CEO, 180 Life Sciences
ARMISTICE CAPITAL MASTER FUND LTD.
By:	/s/ Xxxxxx Xxxx
Name:	Xxxxxx Xxxx
Title:	CIO of Armistice Capital, LLC, the Investment Manager