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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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180 LIFE SCIENCES CORP. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
68236V302 (CUSIP Number) |
Anthony Brian Goodman 3651 Lindell Road,, Suite D131, Las Vegas, NV, 89103 310-929-7252 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 68236V302 |
| 1 |
Name of reporting person
Anthony Brian Goodman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
AUSTRALIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,318,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
52.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(8),(10),(11),(13) Includes 3,000,000 shares of common stock issuable upon exercise of the Warrants (discussed in greater detail in Item 3 of the Original 13D).
(13) Based on 5,185,780 shares of Common Stock of the Company (as defined below) outstanding as of March 31, 2025, as set forth on the cover page of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024, and assuming the exercise of all outstanding Warrants for cash.
SCHEDULE 13D
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| CUSIP No. | 68236V302 |
| 1 |
Name of reporting person
Elray Resources, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,318,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
52.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(8),(10),(11),(13) Includes 3,000,000 shares of Common Stock issuable upon exercise of the Warrants (discussed in greater detail in Item 3 of the Original 13D).
(13) Based on 5,185,780 shares of Common Stock of the Company (as defined below) outstanding as of March 31, 2025, as set forth on the cover page of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024, and assuming the exercise of all outstanding Warrants for cash.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
180 LIFE SCIENCES CORP. | |
| (c) | Address of Issuer's Principal Executive Offices:
3000 El Camino Real, Suite D131, Palo Alto,
CALIFORNIA
, 94306. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on January 10, 2025 (the "Original 13D"), by Anthony Brian Goodman and Elray Resources, Inc. ("Elray") (the Schedule 13D as amended to date, the "Schedule 13D").
As used in this Amendment:
"Common Stock" means the common stock of the Issuer;
"Issuer" or "Company" means 180 Life Sciences Corp.; and
"Reporting Persons" means Anthony Brian Goodman and Elray.
Other capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented by adding the following at the end thereof:
On March 27, 2025, Elray converted all 1,000,000 outstanding shares of Series B Convertible Preferred Stock of the Company which it then held into 1,318,000 shares of Common Stock of the Issuer (1.318 shares of Common Stock for each share of Series B Convertible Preferred Stock converted), in accordance with the terms of such preferred stock and the optional conversion right set forth therein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto. | |
| (b) | The following table summarizes the number of shares beneficially owned by each Reporting Person, as to which they have (1) sole power to vote or to direct the vote, (2) shared power to vote or to direct the vote sole power to dispose, (3) sole power to dispose or to direct the disposition, and (4) shared power to dispose or to direct the disposition: Reporting Person Sole Power to Vote or to Direct the Vote Shared Power to Vote or to Direct the Vote Sole Power to Dispose or to Direct the Disposition Shared Power to Dispose or to Direct the Disposition Anthony
Brian Goodman -- 4,318,000 (1)
Elray Resources, Inc. -- 4,318,000 (1)
(1) Includes 3,000,000 shares of Common Stock issuable upon exercise of the Warrants. | |
| (c) | None of the Reporting Persons have effected any transactions in the Common Stock during the past 60 days, except as discussed in Item 3, above. | |
| (d) | To the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of the Issuer reported by this Schedule 13D. | |
| (e) | N/A. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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