4//SEC Filing
Jordan Blair 4
Accession 0001213900-25-063834
CIK 0001690080other
Filed
Jul 13, 8:00 PM ET
Accepted
Jul 14, 6:40 PM ET
Size
14.8 KB
Accession
0001213900-25-063834
Insider Transaction Report
Form 4
Jordan Blair
DirectorChief Executive Officer10% Owner
Transactions
- Other
Common Stock
2025-07-07−160,000→ 0 total - Other
Common Stock
2025-07-07+160,000→ 327,576 total(indirect: Through Blair Jordan Strategy and Finance Consulting Inc.)
Holdings
- 1,318,000(indirect: See footnote)
Common Stock
- 43,166(indirect: See footnote)
Common Stock
- 410,000(indirect: Through Blair Jordan Strategy and Finance Consulting Inc.)
Non-Qualified Stock Option (right to buy)
Exercise: $0.93From: 2025-07-12Exp: 2035-06-17→ Common Stock (410,000 underlying) - 200,000(indirect: See footnote)
Common Stock
Footnotes (9)
- [F1]Transfer to a controlled entity, solely for tax planning purposes only. No change in beneficial ownership.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]As originally reported in the Reporting Person's Form 4/A filed with the SEC on June 30, 2025, the options were to vest 1/2 on each of December 17, 2025 and June 17, 2026, subject to the recipient's continued service to the Issuer. On July 12, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the accelerated vesting of all the options effective as of such date. The options are subject to stockholder approval and (i) no options can be exercised prior to obtaining stockholder approval for the Company's 2025 Option Incentive Plan, and (ii) the outstanding options will be cancelled, if stockholder approval is not obtained.
Documents
Issuer
180 Life Sciences Corp.
CIK 0001690080
Entity typeother
Related Parties
1- filerCIK 0002015193
Filing Metadata
- Form type
- 4
- Filed
- Jul 13, 8:00 PM ET
- Accepted
- Jul 14, 6:40 PM ET
- Size
- 14.8 KB