0000947871-25-000738.txt : 20250812 0000947871-25-000738.hdr.sgml : 20250812 20250812130024 ACCESSION NUMBER: 0000947871-25-000738 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250812 DATE AS OF CHANGE: 20250812 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 180 Life Sciences Corp. CENTRAL INDEX KEY: 0001690080 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 813832378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90013 FILM NUMBER: 251205627 BUSINESS ADDRESS: STREET 1: 3000 EL CAMINO REAL STREET 2: BLDG 4, STE 200 CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 650-507-0669 MAIL ADDRESS: STREET 1: 3000 EL CAMINO REAL STREET 2: BLDG 4, STE 200 CITY: PALO ALTO STATE: CA ZIP: 94306 FORMER COMPANY: FORMER CONFORMED NAME: KBL MERGER CORP. IV DATE OF NAME CHANGE: 20161115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001214822 ORGANIZATION NAME: EIN: 030481537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124154600 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030117 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001214822 XXXXXXXX LIVE Common Stock, par value $0.0001 per share 08/04/2025 0001690080 180 Life Sciences Corp. 68236V302 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto CA 94306 Rule 13d-1(c) STEADFAST CAPITAL MANAGEMENT LP a DE 0.00 11320754.00 0.00 11320754.00 11320754.00 N 7.3 PN American Steadfast, L.P. a DE 0.00 4109434.00 0.00 4109434.00 4109434.00 N 2.7 PN Steadfast International Master Fund Ltd. a E9 0.00 7211320.00 0.00 7211320.00 7211320.00 N 4.7 CO Robert S. Pitts, Jr. a X1 0.00 11320754.00 0.00 11320754.00 11320754.00 N 7.3 IN 180 Life Sciences Corp. 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA, 94306 The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: - Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager"). - American Steadfast, L.P., a Delaware limited partnership ("American Steadfast"). - Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund"). - Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts"). Mr. Pitts is the controlling principal of the Investment Manager. The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund. The business address of each of Mr. Pitts, the Investment Manager and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022. The business address of the Offshore Fund is c/o Morgan Stanley Fund Services (Cayman) Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. Each of the Investment Manager and American Steadfast is a limited partnership formed under the laws of the State of Delaware. The Offshore Fund is an exempted company formed under the laws of the Cayman Islands. Mr. Pitts is a citizen of the United States. Y As of August 4, 2025, the Reporting Persons beneficially owned an aggregate of 11,320,754 shares of the Issuer's Common Stock. Specifically: (i) The Investment Manager beneficially owned 11,320,754 shares of Common Stock. (ii) American Steadfast beneficially owned 4,109,434 shares of Common Stock. (iii) The Offshore Fund beneficially owned 7,211,320 shares of Common Stock. (iv) Mr. Pitts beneficially owned 11,320,754 shares of Common Stock. (v) Collectively, the Reporting Persons beneficially owned 11,320,754 shares of Common Stock. As of August 4, 2025, the Reporting Persons may be deemed to have beneficially owned 11,320,754 shares of Common Stock or 7.3% of the Issuer's Common Stock outstanding, which percentage was calculated based on 154,032,084 shares of Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2025. Specifically: (i) The Investment Manager's beneficial ownership of 11,320,754 shares of Common Stock represented 7.3% of the outstanding Common Stock. (ii) American Steadfast's beneficial ownership of 4,109,434 shares of Common Stock represented 2.7% of the outstanding Common Stock. (iii) The Offshore Fund's beneficial ownership of 7,211,320 shares of Common Stock represented 4.7% of the outstanding Common Stock. (iv) Mr. Pitts' beneficial ownership of 11,320,754 shares of Common Stock represented 7.3% of the outstanding Common Stock. (v) Collectively, the Reporting Persons' beneficial ownership of 11,320,754 shares of Common Stock represented 7.3% of the outstanding Common Stock. Not Applicable American Steadfast had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 4,109,434 shares of Common Stock beneficially owned by American Steadfast. The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 7,211,320 shares of Common Stock beneficially owned by the Offshore Fund. Not Applicable American Steadfast had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 4,109,434 shares of Common Stock beneficially owned by American Steadfast. The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 7,211,320 shares of Common Stock beneficially owned by the Offshore Fund. Y Y Y N See Exhibit B Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit A - Joint Filing Agreement Exhibit B STEADFAST CAPITAL MANAGEMENT LP /s/ Sheena Koshy Sheena Koshy/Chief Operating Officer 08/12/2025 American Steadfast, L.P. /s/ Sheena Koshy Sheena Koshy/Chief Operating Officer of Steadfast Capital Management LP, Attorney-in-Fact 08/12/2025 Steadfast International Master Fund Ltd. /s/ Sheena Koshy Director 08/12/2025 Robert S. Pitts, Jr. /s/ Robert S. Pitts, Jr Robert S. Pitts, Jr. 08/12/2025 EX-99.A 2 ss5199065_ex99a.htm JOINT FILING AGREEMENT

 

EXHIBIT A

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of 180 Life Sciences Corp. dated August 12,2025 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: August 12, 2025

 

STEADFAST CAPITAL MANAGEMENT LP

 

By: /s/ Sheena Koshy
 

Sheena Koshy

Chief Operating Officer

 

AMERICAN STEADFAST, L.P.

 

By: /s/ Sheena Koshy
 

Sheena Koshy

Chief Operating Officer of Steadfast Capital Management LP, Attorney-in-Fact

 

STEADFAST INTERNATIONAL MASTER FUND LTD.

 

By: /s/ Sheena Koshy
 

Sheena Koshy

Director

 

/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.

 

 

 

 

 

 

 

 

 

 

 EX-99.B 3 ss5199065_ex99b.htm

 

EXHIBIT B

 

American Steadfast, L.P.

Robert S. Pitts, Jr.

Steadfast Capital Management LP

Steadfast International Master Fund Ltd.