M&A - 180 Life Sciences Corp.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025037115

Filing Summary: On April 28, 2025, 180 Life Sciences Corp. entered into a Settlement and Mutual Release Agreement with Elray Resources, Inc. and Luxor Capital, LLC to resolve disputes relating to potential acquisitions. As per the agreement, the Company will acquire 1,318,000 shares of its common stock from Elray, which represents 23.1% of the currently outstanding shares. The settlement includes a payment of $1 million, with $350,000 payable to Elray and $650,000 payable to Luxor, the latter to be settled through a percentage of future capital raises. Furthermore, Elray has agreed to deliver stock powers for the cancellation of shares to be held in escrow and released as payments are made. The agreement includes mutual general releases from claims, customary representations and warranties, and restrictions on Elray's sale of shares. Additionally, a Voting Agreement was signed requiring Elray to vote shares as recommended by the Company's Board of Directors until April 28, 2026. The board approved the agreements, and a press release was issued on April 30, 2025, disclosing the details of the settlement.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025026273

Filing Summary: 180 Life Sciences Corp. is a clinical stage biotechnology company primarily focused on developing therapeutics for conditions related to chronic pain, inflammation, and fibrosis. In September 2024, the company completed an acquisition of source code and intellectual property for technology to manage an online blockchain casino from Elray Resources, Inc. In exchange, the company issued 1,000,000 shares of Series B Convertible Preferred Stock and warrants to purchase an additional 3,000,000 shares of its common stock. The acquisition was finalized on September 30, 2024, and the company plans to transition its operations towards leveraging this blockchain technology in the online gaming industry, specifically targeting the cryptocurrency market. The Series B Convertible Preferred Stock conversion into common stock occurred on March 27, 2025, resulting in the issuance of 1,318,000 common shares. The company has committed to seeking shareholder approval for this conversion through a proxy statement, which was successfully concluded in December 2024 during their annual meeting. Furthermore, 180 Life Sciences is exploring further consolidation opportunities in the iGaming sector and intends to operate as an attractive acquisition vehicle through its technology platform and Nasdaq listing.

Form Type: SCHEDULE 13D

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025002719

Filing Summary: On January 10, 2025, Anthony Brian Goodman and Elray Resources, Inc. filed an updated Schedule 13D regarding their beneficial ownership of securities in 180 Life Sciences Corp. As of this date, Goodman and Elray hold 4,318,000 shares, which include 1,318,000 shares of common stock issuable upon conversion of 1,000,000 shares of Series B Convertible Preferred Stock and 3,000,000 shares issuable upon exercise of warrants. The Schedule outlines the details of an Asset Purchase Agreement signed on September 29, 2024, where Elray sold certain source code and intellectual property assets related to an online blockchain casino to 180 Life Sciences in exchange for the aforementioned shares and warrants. Following shareholder approval on December 27, 2024, the Series B Preferred Stock became convertible into common stock, highlighting the implications of this acquisition for both parties.