0001213900-25-059794.txt : 20250630 0001213900-25-059794.hdr.sgml : 20250630 20250630173234 ACCESSION NUMBER: 0001213900-25-059794 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250617 FILED AS OF DATE: 20250630 DATE AS OF CHANGE: 20250630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jordan Blair CENTRAL INDEX KEY: 0002015193 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38105 FILM NUMBER: 251093440 MAIL ADDRESS: STREET 1: 1864 DUCHESS AVENUE CITY: WEST VANCOUVER STATE: A1 ZIP: V7V1R1 ISSUER: 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 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 4/A 1 ownership.xml X0508 4/A 2025-06-17 2025-06-20 0 0001690080 180 Life Sciences Corp. ATNF 0002015193 Jordan Blair 3000 EL CAMINO REAL, BLDG. 4, SUITE 200 PALO ALTO CA 94306 1 1 1 0 Chief Executive Officer 0 Common Stock 160000 D Common Stock 2025-06-17 4 A 0 167576 0.0 A 167576 I Through Blair Jordan Strategy and Finance Consulting Inc. Common Stock 43166 I See footnote Common Stock 200000 I See footnote Common Stock 1318000 I See footnote Non-Qualified Stock Option (right to buy) 0.929 2025-06-17 4 A 0 410000 0.0 A 2035-06-17 Common Stock 410000 410000 I Through Blair Jordan Strategy and Finance Consulting Inc. Represents restricted stock shares subject to time-based vesting, which vest at the rate of 1/2 of such shares on each of December 17, 2025 and June 17, 2026, subject to the recipient's continued service to the Issuer. Issued under the Issuer's 2022 Equity Compensation Plan (the "Equity Plan"). Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as Chief Executive Officer of the Issuer. Mr. Jordan owns and controls Blair Jordan Strategy and Finance Consulting Inc. and as such is deemed to beneficially own the securities held by such entity. On February 5, 2025, the Issuer, the Reporting Person and Dr. James Woody, entered into a Voting Agreement, whereby Dr. Woody agreed to vote a total of 43,166 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to February 5, 2026, the date after August 5, 2025, that Dr. Woody has sold all of the shares or the date that the Issuer terminates the Voting Agreement. In order to enforce the terms of the Voting Agreement, Dr. Woody provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 43,166 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders. As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 43,166 shares of common stock of the Issuer held by Dr. Woody. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein. On February 21, 2025, the Issuer, the Reporting Person and Dr. Marlene Krauss, entered into a Voting Agreement, whereby Dr. Krauss agreed to vote a total of 200,000 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to August 21, 2025. In order to enforce the terms of the Voting Agreement, Dr. Krauss provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 200,000 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders. As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 200,000 shares of common stock of the Issuer held by Dr. Krauss. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein. On April 28, 2025, the Issuer, the Reporting Person and Elray Resources, Inc. ("Elray") entered into a Voting Agreement, whereby Elray agreed to vote a total of 1,318,000 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to April 28, 2026. In order to enforce the terms of the Voting Agreement, Elray provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 1,318,000 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders. As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 1,318,000 shares of common stock of the Issuer held by Elray. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein. The options vest 1/2 on each of December 17, 2025 and June 17, 2026, subject to the recipient's continued service to the Issuer. Issued under the Issuer's 2025 Option Incentive Plan. The 2025 Option Incentive Plan is subject to stockholder approval and (i) no options can be exercised prior to obtaining stockholder approval for such plan, and (ii) the outstanding options will be cancelled, if stockholder approval is not obtained. This Form 4/A is being filed to reflect the fact that the number of shares awarded to the Reporting Person was retroactively adjusted by the Board of Directors and Compensation Committee of the Company on June 28, 2025, so that there was sufficient room for such award, and other awards made on the same date, under the Equity Plan. /s/ Blair Jordan 2025-06-30