4/A//SEC Filing
Jordan Blair 4/A
Accession 0001213900-25-059794
CIK 0001690080other
Filed
Jun 29, 8:00 PM ET
Accepted
Jun 30, 5:32 PM ET
Size
15.4 KB
Accession
0001213900-25-059794
Insider Transaction Report
Form 4/AAmended
Jordan Blair
DirectorChief Executive Officer10% Owner
Transactions
- Award
Non-Qualified Stock Option (right to buy)
2025-06-17+410,000→ 410,000 total(indirect: Through Blair Jordan Strategy and Finance Consulting Inc.)Exercise: $0.93Exp: 2035-06-17→ Common Stock (410,000 underlying) - Award
Common Stock
2025-06-17+167,576→ 167,576 total(indirect: Through Blair Jordan Strategy and Finance Consulting Inc.)
Holdings
- 160,000
Common Stock
- 200,000(indirect: See footnote)
Common Stock
- 1,318,000(indirect: See footnote)
Common Stock
- 43,166(indirect: See footnote)
Common Stock
Footnotes (10)
- [F1]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").
- [F10]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
180 Life Sciences Corp.
CIK 0001690080
Entity typeother
Related Parties
1- filerCIK 0002015193
Filing Metadata
- Form type
- 4/A
- Filed
- Jun 29, 8:00 PM ET
- Accepted
- Jun 30, 5:32 PM ET
- Size
- 15.4 KB