SEC Form SC 13G filed by 180 Life Sciences Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. __)*
Under the Securities Exchange Act of 1934
180 Life Sciences Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
68236V203
(CUSIP Number)
September 5, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in 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).
| 1 | NAME OF REPORTING PERSON |
| Sir Marc Feldmann | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ☐ | |
| (b) ☐ | |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| UK and Australian citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
|
| 90,532 shares1 | ||
| 6 | SHARED VOTING POWER
| |
| 0 | ||
| 7 | SOLE DISPOSITIVE POWER
| |
| 90,532 shares1 | ||
| 8 | SHARED DISPOSITIVE POWER
| |
| 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| 90,532 shares1 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| |
8.6% – September 5, 2024 4.5% - October 17, 2024 | ||
| 12 | TYPE OF REPORTING PERSON
| |
| IN | ||
| (1) | Includes options to purchase 20,000 shares of common stock at an exercise price of $1.95 per share, which are fully vested and expire if unexercised on September 5, 2026 (the “Options”). |
2
| Item 1(a). | Name of Issuer: |
180 Life Sciences Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA 94306
| Item 2(a). | Name of Person Filing: |
This statement is being filed on behalf of the following person (the “Reporting Person”):
1. Sir Marc Feldmann
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is as follows:
5 Durham Terrace, London W25PB, UK
| Item 2(c). | Citizenship: |
See response to Item 4 on the cover page.
| Item 2(d). | Title of Classes of Securities: |
Common Stock, par value $0.0001 per share
| Item 2(e). | CUSIP Number: |
The Common Stock CUSIP Number is 68236V203.
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ☐ |