UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant	☒
Filed by party other than the registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive additional materials

☐	Soliciting material under Rule 14a-12

180 LIFE SCIENCES CORP.
(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

3000 El Camino Rd., Bldg. 4, Suite 200
Palo Alto, California 94306

July 7, 2025

To Our Stockholders:

The Board of Directors (“Board”) and officers of 180 Life Sciences Corp., a Delaware corporation (the “Company”), join us in extending to you a cordial invitation to attend the 2025 annual meeting of our stockholders, which we refer to as the annual meeting or the Meeting, to be held (subject to postponement(s) or adjournment(s) thereof):

Date:	Thursday, July 24, 2025
Time:	9:00 a.m. Pacific Time
Virtual Meeting Site:	https://agm.issuerdirect.com/ATNF-2025

You will not be able to attend the annual meeting physically. The annual meeting will be held via an audio teleconference. Stockholders may attend, vote and submit questions during the annual meeting via the Internet by logging in at https://agm.issuerdirect.com/ATNF-2025, with your Control ID and Request ID, and thereafter following the instructions to join the virtual meeting. In addition to voting by submitting your proxy prior to the annual meeting and/or voting online as discussed herein, you also will be able to vote your shares electronically during the annual meeting with your Request ID. Details regarding the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

The Notice of Annual Meeting and Proxy Statement, is also available at https://www.iproxydirect.com/ATNF. This website also includes copies of our Annual Report on Form 10-K for the year ended December 31, 2024, which we refer to as the annual report. Stockholders may also request a copy of the proxy statement and our annual report by contacting our main office at (650) 507-0669.

In connection with the annual meeting, you will be asked to consider and vote on certain proposals, which are more fully described in the accompanying proxy statement. Whether or not you plan to attend the annual meeting, we urge you to read the proxy statement (and any documents incorporated into the proxy statement by reference) and consider such information carefully before voting. The attached Notice of Annual Meeting and the Proxy Statement describe the business to be considered and acted upon by the stockholders at the annual meeting. Please review these materials and vote your shares.

Your vote is very important. Even if you plan to attend the annual meeting, if you are a holder of record of voting stock please submit your proxy by mail, fax, Internet or telephone as soon as possible to make sure that your shares are represented at the annual meeting. If you hold your shares of Company stock in “street name” through a bank, broker, or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker, or other nominee, which include instructions for voting by Internet or telephone.

Our Board of Directors encourages your participation in 180 Life Sciences Corp.’s electoral process and, to that end, solicits your proxy with respect to the matters described in the Notice of Meeting and the proxy statement.

We look forward to seeing you on July 24, 2025. Your vote and participation in our governance is very important to us.

Sincerely,

/s/ Blair Jordan
Blair Jordan
Chief Executive Officer and Director

Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2024 are available at the following cookies-free website that can be accessed anonymously: https://agm.issuerdirect.com/ATNF-2025. Stockholders may also vote prior to the meeting at www.iproxydirect.com/ATNF.

180 LIFE SCIENCES CORP.
3000 El Camino Rd., Bldg. 4, Suite 200
Palo Alto, California 94306

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 24, 2025

To the Stockholders of 180 Life Sciences Corp.:

We are pleased to provide you notice of, and to invite you to attend, the 2025 annual meeting of the stockholders of 180 Life Sciences Corp., a Delaware corporation (“180 Life”, the “Company”, “we” and “us”), which will be held on Thursday, July 24, 2025, at 9:00 a.m., Pacific Time (subject to postponement(s) or adjournment(s) thereof), which we refer to as the annual meeting, or the “Meeting”. The meeting will be held virtually via live audio webcast at https://agm.issuerdirect.com/ATNF-2025. See also “Instructions For The Virtual Annual Meeting”, beginning on page 1. The annual meeting is being held for the following purposes:

To elect two Class I directors to the Board of Directors (the “Board”) each to serve a term of two years and until their respective successors have been elected and qualified, or until such director’s resignation or removal. The Board has nominated for re-election the following incumbent Class I directors: Lawrence Steinman, M.D. and Stephen H. Shoemaker.

To approve the adoption of the Fourth Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan. The Board of Directors recommends that you approve and ratify the Fourth Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan.

	3.	*To approve the adoption of the 180 Life Sciences Corp. 2025 Option Incentive Plan.* The Board of Directors recommends that you approve and ratify the 180 Life Sciences Corp. 2025 Option Incentive Plan.

	4.	To approve an advisory resolution on Named Executive Officer compensation. The Board of Directors recommends that you approve and ratify executive compensation.

To approve an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to approve a reverse stock split of the Company’s outstanding common stock. The Board of Directors recommends that you grant discretionary authority to the Company’s Board of Directors to (A) approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to July 24, 2026, and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle shareholder to receive from the Corporation’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number (the “Reverse Split Proposal”).

To approve an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to one billion (1,000,000,000) shares. The Board of Directors recommends that you approve an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to one billion (1,000,000,000) shares (the “Authorized Share Increase Proposal”).

To ratify the appointment of M&K CPAs, PLLC, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2025. The Board of Directors recommends that you approve and ratify the appointment of M&K CPAs, PLLC as the Company’s independent auditors for the fiscal year ending December 31, 2025.

	8.	*To approve the adjournment of the Annual Meeting, if necessary.* The Board of Directors recommends that you approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Split Proposal and/or Authorized Share Increase Proposal.

	9.	*To transact such other business as may properly come before the annual meeting.*

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL” FOR PROPOSAL ONE, AND “FOR” PROPOSALS TWO THROUGH EIGHT.

Any action may be taken on any one of the foregoing proposals at the Meeting on the date specified above or on any date or dates to which the Meeting may be postponed or adjourned. We do not expect to transact any other business at the annual meeting. Our Board of Directors has fixed the close of business on June 30, 2025, as the record date for determining those stockholders entitled to vote at the annual meeting and any adjournment or postponement thereof. Accordingly, only common and preferred stock stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the annual meeting.

We cordially invite you to attend the annual meeting. However, to ensure your representation at the annual meeting, please authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number, faxing your proxy card or by using the Internet as described in the instructions included with your proxy card or voting instruction card. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card. This will not prevent you from voting at the meeting, but will help to secure a quorum and avoid added solicitation costs. If your shares are held in “street name” by your broker or other nominee, only that holder can vote your shares and the vote cannot be cast unless you provide instructions to your broker. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Your proxy may be revoked at any time before it is voted. Please review the proxy statement accompanying this notice for more complete information regarding the matters to be voted on at the meeting.

The enclosed proxy statement is first being mailed to stockholders on or about July 7, 2025, is also available at https://www.iproxydirect.com/ATNF. This website also includes our Annual Report on Form 10-K for the year ended December 31, 2024, which we refer to as the 2024 Annual Report. Stockholders may also request a copy of the proxy statement and our annual report by contacting our main office at (650) 507-0669.

Even if you plan to attend the annual meeting, we request that you submit a proxy by following the instructions on your proxy card as soon as possible and thus ensure that your shares will be represented at the annual meeting if you are unable to attend.

If you have any questions or require any assistance with voting your shares, please contact our proxy agent, Issuer Direct Corporation at (919) 481-4000, or 1-866-752-VOTE (8683).

By Order of the Board of Directors:

/s/ Blair Jordan
Blair Jordan
Chief Executive Officer and Director

Palo Alto, California
July 7, 2025

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ASK YOU TO VOTE BY TELEPHONE, MAIL, FAX OR ON THE INTERNET USING THE INSTRUCTIONS ON THE PROXY CARD.

TABLE OF CONTENTS

General Information		1
	Information Contained in this Proxy Statement	1
	Instructions For The Virtual Annual Meeting	1
	Questions During the Annual Meeting	1
	Technical Difficulties or Trouble Accessing the Virtual Meeting Website	2
	Record Date and Shares Entitled to Vote	2
	Voting Process	2
	Providing and Revoking Proxies	3
	Meeting Time and Location: Virtual Annual Meeting	3
	Conduct at the Meeting	3
	Voting Requirements for Each of the Proposals	4
	Quorum	5
	Board of Directors Voting Recommendations	5
	Mailing Costs and Solicitation of Proxies	6
	Inspector of Voting	6
	Stockholders Entitled to Vote at the Meeting	6
	Voting Instructions	6
	Confidential Voting	6
	Stockholder of Record and Shares Held in Brokerage Accounts	7
	Multiple Stockholders Sharing the Same Address	7
	Voting Results	7
	Company Mailing Address	7
	Other Matters	7
Background of the Company		8
Prior Reverse Stock Splits		8
Definitions		8
Forward-Looking Statements and Website Links		9
Incorporation by Reference		9
References to Additional Information		9
Voting Rights and Principal Stockholders		10
	Security Ownership of Management and Certain Beneficial Owners and Management	10
	Change of Control	12
Corporate Governance		13
	Board Leadership Structure	13
	Risk Oversight	13
	Family Relationships	14
	Other Directorships	14
	Involvement in Certain Legal Proceedings	14
	Board of Directors Meetings	15
	Board Committee Membership	15
	Audit Committee	15
	Compensation Committee	16
	Compensation Committee Interlocks and Insider Participation	17
	Nominating and Governance Committee	17
	Strategy and Alternatives, Risk, Safety and Regulatory Committee	18
	Website Availability of Documents	18
	Stockholder Communications with the Board of Directors	18
	Lead Independent Director	19

	Executive Sessions of the Board of Directors	19
	Code of Ethics	19
	Policy on Equity Ownership	19
	Rule 10b5-1 Trading Plans	19
	Compensation Recovery and Clawback Policies	19
	Insider Trading/Anti-Hedging Policies	20
	Policy on Timing of Award Grants	21
	Director Independence	21
Audit Committee Report		22
Information About Our Executive Officers and Directors		23
	Executive Officers	23
	Classified Board of Directors	23
	Director Nominees	24
	Continuing Directors	26
	Director Qualifications	27
Executive and Director Compensation		27
	Summary Executive Compensation Table	27
	Bonuses	29
	Current Compensation Agreements	29
	Jordan Consulting Agreement	29
	EVL Consulting Agreement	32
	Prior Employment Agreements	33
	James N. Woody Amended and Restated Employment Agreement (terminated); and Separation Agreement	33
	Dr. Rothbard’s Employment Agreement (terminated); and Separation Agreement	35
	Ozan Pamir Katexco Employment Agreement (Terminated)	35
	Ozan Pamir Company Employment Agreement (Terminated)	36
	Quan Anh Vu Executive Employment Agreement (terminated); and Separation Agreement	36
	Description of Material Consulting Agreements	37
	Service Agreement with Prof. Sir Marc Feldmann (former Co-Executive Chairman)(Terminated)	37
	Consultancy Agreement and Consulting Agreement with Prof. Lawrence Steinman	39
	Prof. Jagdeep Nanchahal Consulting Agreement	40
	Payment of Back Pay; 2021 Bonuses and Increases in Salaries	42
	2024 Accruals	42
	2022, 2023 and 2024 Bonuses	42
	Pay Versus Performance	43
	Relationship Between “Compensation Actually Paid” and Performance	46
	Compensation Actually Paid and Net Loss	46
	Compensation Actually Paid and Cumulative TSR	46
	Outstanding Equity Awards at Fiscal Year End	47
	Potential Payments Upon Termination	47
	Director Compensation	48
	Board of Director Fees	49
	Release Agreement	49
	Accelerated Vesting of February 2025 RSU Awards	50
	June 2025 Option Grants	50
	June 2025 Restricted Stock Awards	50
	Equity Compensation Plan Information	51
	2020 Omnibus Incentive Plan	51
	2022 Omnibus Incentive Plan	51
Certain Relationships and Related Party Transactions		52
	Related Party Agreements	52
	Service Agreement with Prof. Sir Marc Feldmann	52
	Prof. Jagdeep Nanchahal Consulting Agreement	53
	Prof. Lawrence Steinman Consultancy Agreement and Consulting Agreement	53

	Jordan Consulting Agreement	53
	EVL Consulting Agreement	53
	Voting Agreements	53
	Conversion of Series B Convertible Preferred Stock	54
	Elray and Luxor Settlement Agreement	54
	General and Administrative - Related Parties	55
	Accounts Payable - Related Parties	55
	Research and Development Expenses – Related Parties	55
	Release Agreement with Jay Goodman	55
	Accelerated RSU Vesting, RSU Grants and Option Grants	55
	Related Party Litigation	56
	Action Against Former Executive of KBL	56
	Action Against the Company by Dr. Krauss	56
	Action Against Tyche Capital LLC	57
	Action Against Ronald Bauer & Samantha Bauer	58
	Declaratory Relief Action Against the Company by AmTrust International	58
	Indemnification Agreements	60
	Related Party Transaction Policy	60
Delinquent Section 16(a) Reports		60
Proposal 1 Election of Directors		61
	General	61
	General Director Qualifications	61
	What Vote Is Required To Elect the Director Nominees	61
	Board Recommendation	61
Proposal 2 Adoption of the Fourth Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan		62
	General	62
	Background and Purpose of the Amended Plan	62
	Current Overview of Outstanding Equity Information	63
	Summary of the Material Terms of the Amended Plan	63
	Federal Income Tax Consequences	68
	Vote Required	70
	Board Recommendation	70
PROPOSAL 3 APPROVAL OF THE 180 LIFE SCIENCES CORP. 2025 OPTION INCENTIVE PLAN		71
	General	71
	2025 Plan Option Grants	71
	Background and Purpose of the 2025 Plan	72
	Summary of the Material Terms of the 2025 Plan	72
	Federal Income Tax Consequences	75
	Effect of Approval	77
	Vote Required	77
	Board Recommendation	77
Proposal 4 Approval of an Advisory Resolution on Named Executive Officer Compensation		78
	General	78
	Vote Required	78
	Board Recommendation	78
Proposal 5 Amendment to Second Amended and Restated Certificate of Incorporation, as Amended, to Effect a Reverse Stock Split		79
	General	79
	Purpose	79
	Accounting Matters	82
	Risks of the Proposed Reverse Stock Split	82
	Principal Effects of the Reverse Stock Split	83
	Fractional Shares	87
	Determination of the Reverse Stock Split Ratio	87
	Potential Consequences if the Reverse Split Proposal is Not Approved	88
	Effective Date and Time of the Reverse Stock Split	88
	No Dissenters’ Rights	88
	Certain United States Federal Income Tax Consequences	89
	Exchange of Stock Certificates	91
	Book-Entry Shares	92
	Interests of Directors and Executive Officers	92
	Vote Required	92
	Board Recommendation	92

iii

Proposal 6 Approval of an Amendment to Our Second Amended and Restated Certificate of Incorporation to Increase the Company’s Authorized Number of Shares of Common Stock From One Hundred Million (100,000,000) to One Billion (1,000,000,000)		93
	General	93
	Reasons for the Amendment	93
	Summary Table of Potential Effects of Authorized Share Increase	95
	No Dissenters’ Rights	96
	Effective Time and Implementation of the Authorized Shares Increase Amendment	96
	Vote Required	96
	Board Recommendation	96
Proposal 7 Ratification of Appointment of Auditors		96
	Change in Independent Registered Public Accounting Firm	96
	Principal Accounting Fees and Services	97
	Audit Committee Policy for Pre-approval of Independent Registered Public Accounting Firm Services	98
	Pre-Approval Policies	98
	Vote Required	98
	Board Recommendation	98
Proposal 8 Adjournment of the Annual Meeting to Solicit Additional Proxies		99
	Overview	99
	Vote Required	99
	Board Recommendation	99
Other Matters		100
	Proposals for 2026 Annual Meeting of Stockholders and 2026 Proxy Materials	100
	Proxy Statement Proposals	100
	Other Proposals and Nominations	100
	Annual Report	101
	Additional Filings	101
	Other Matters to be Presented at the Annual Meeting	101
	Interest of Certain Persons in or Opposition to Matters to Be Acted Upon:	101
	Incorporation by Reference	102
	Company Contact Information	102

Appendixes:

Appendix A	—	Fourth Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan
Appendix B	—	Fourth Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan
Appendix C	—	180 Life Sciences Corp. 2025 Option Incentive Plan
Appendix D	—	Form of Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of 180 Life Sciences Corp. in Connection with the Reverse Stock Split Proposal
Appendix E	—	Form of Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of 180 Life Sciences Corp. in Connection with the Authorized Share Increase Proposal

PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

General Information

180 Life Sciences Corp. (“we,” “us”, “our” or the “Company”) has provided these materials to you by mail, in connection with the Company’s solicitation of proxies for use at our 2025 annual meeting of stockholders, which we refer to as our annual meeting, or the “Meeting”, on Thursday, July 24, 2025 at 9:00 a.m., Pacific time, and at any postponement(s) or adjournment(s) thereof. The meeting will be held virtually via live audio webcast at https://agm.issuerdirect.com/ATNF-2025. See also “Instructions For The Virtual Annual Meeting”, beginning on page 1.

These materials were first sent or given to stockholders on or about July 7, 2025. You are invited to attend the annual meeting online and are requested to vote on the proposals described in this Proxy Statement.

Information Contained in this Proxy Statement

The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of our directors and executive officers, corporate governance, and certain other required information. Included with this proxy statement is a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025 (the “2024 Annual Report”). If you requested printed versions of these materials by mail, these materials also include the proxy card and vote instruction form for the annual meeting.

Instructions For The Virtual Annual Meeting

This year our annual meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live audio webcast.

To participate in the virtual meeting, visit https://agm.issuerdirect.com/ATNF-2025 and enter the control number on your proxy card, or on the instructions that accompanied your proxy materials.

We recommend you check in/log in to the annual meeting 15 minutes before the meeting is scheduled to start so that any technical difficulties may be addressed before the meeting begins.

You may vote during the meeting by following the instructions available on the meeting website during the meeting. To the best of our knowledge, the virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

Questions During the Annual Meeting

We plan to hold a question-and-answer session with management immediately following the conclusion of the business to be conducted at the annual meeting.

You may submit a question at any time during the meeting by following the instructions provided in the meeting portal at the address described above. The Chair of the meeting has broad authority to conduct the annual meeting in an orderly manner, including establishing rules of conduct. A copy of the rules of conduct will be available online at the annual meeting.

Questions will be relayed to the meeting organizers and forwarded to the Chairman of the meeting for review. Questions regarding matters to be acted upon at the meeting will be answered after each matter has been presented, as appropriate. Questions from stockholders not relating to proposals will be grouped by topic with a representative question read aloud and answered as time permits and to the extent such questions do not relate to material non-public information, off-topic items or other matters which the Chairman in his discretion, believes should not be addressed at the annual meeting.

Technical Difficulties or Trouble Accessing the Virtual Meeting Website

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 844-399-3386 for assistance.

Record Date and Shares Entitled to Vote

You are entitled to notice of and to vote at the annual meeting if you were a stockholder of record as of the close of business on June 30, 2025 (the “Record Date”).

At the close of business on the Record Date, there were (a) 6,039,208 shares of our common stock outstanding; (b) no shares of our Series A Convertible Preferred Stock outstanding; (c) no shares of our preferred Class C Special Voting Shares outstanding; (d) no shares of our preferred Class K Special Voting Shares outstanding; and (e) no shares of our Series B Convertible Preferred Stock outstanding.

The common stock votes one vote on all stockholder matters. As a result, we had an aggregate of 6,039,208 total voting shares as of the Record Date.

In order for us to satisfy our quorum requirements, the holders of at least one-third of the voting power of all outstanding shares of capital stock entitled to vote at the meeting must be present. You will be deemed to be present if you attend the meeting or if you submit a proxy (including through the mail, by fax or by telephone or the Internet) that is received at or prior to the meeting (and not revoked).

If your proxy is properly executed and received by us in time to be voted at our annual meeting, the shares represented by your proxy (including those given through the mail, by fax or by telephone or the Internet) will be voted in accordance with your instructions. If you execute your proxy but do not provide us with any instructions, your shares will be voted “for all” for Proposal One, and “for” Proposals Two, Three, Four, Five, Six, Seven and Eight, or otherwise determined by the proxies.

The only matters that we expect to be presented at our annual meeting are set forth in the notice of annual meeting. If any other matters properly come before our annual meeting, the persons named in the proxy card will vote the shares represented by all properly executed proxies on such matters in their best judgment.

Voting Process

If you are a stockholder of record, there are five ways to vote:

●

At the virtual annual meeting. You may vote during the meeting by following the instructions available on the meeting website during the meeting.

●

Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the notice.

●

By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card or notice.

●

By Fax. If you request printed copies of the proxy materials by mail, you may vote by proxy by faxing your proxy to the number found on the proxy card or notice.

●

By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the New York Stock Exchange (the “NYSE”). NYSE rules allow brokers, banks and other nominees to vote shares on certain “routine” matters for which their customers do not provide voting instructions. We believe that only Proposal 7 is a “routine” proposal (see also “Voting Requirements for Each of the Proposals”, below). Therefore, if you do not instruct your broker, bank and other nominee how to vote, your broker, bank and other nominee will have discretionary authority to vote your shares on Proposal 7. A broker non-vote occurs when your bank or broker submits a proxy but does not vote on non-routine proposals, absent specific instructions from you. See also “Voting Requirements for Each of the Proposals”, below.

Providing and Revoking Proxies

The presence of a stockholder at our annual meeting will not automatically revoke that stockholder’s proxy. However, a stockholder may revoke a proxy at any time prior to its exercise by:

●

submitting a written revocation prior to the annual meeting to the Corporate Secretary, 180 Life Sciences Corp., 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306;

●

submitting another signed and later dated proxy card and returning it by mail in time to be received before our annual meeting or by submitting a later dated proxy by the Internet or telephone prior to the annual meeting; or

●

attending our annual meeting and voting by following the instructions available on the meeting website during the meeting.

Meeting Time and Location: Virtual Annual Meeting

Attendance at the annual meeting is limited to holders of record of our common stock and preferred stock at the close of business on the record date, June 30, 2025, and our guests. You will be asked to provide your control number in order to be admitted into the annual meeting. If your shares are held in the name of a bank, broker, or other nominee and you plan to attend the annual meeting, you must obtain your control number from such bank, broker, or other nominee, or contact Issuer Direct Corporation at (919) 481-4000, or 1-866-752-VOTE (8683) to obtain your control number, in order to be admitted. No recording of the meeting will be permitted. At the annual meeting, stockholders of the Company will be afforded a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.

Conduct at the Meeting

The Chairman of the meeting has broad responsibility and legal authority to conduct the annual meeting in an orderly and timely manner. This authority includes establishing rules for stockholders who wish to address the meeting. Only stockholders or their valid proxy holders may address the meeting. The Chairman may exercise broad discretion in recognizing stockholders who wish to speak and in determining the extent of discussion on each item of business. In light of the number of stockholders of the Company, the number of items on this year’s agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure you that every stockholder who wishes to speak on an item of business will be able to do so.

Voting Requirements for Each of the Proposals

Proposal		Vote Required	Broker Discretionary Voting Allowed*
1	Election of two Class I Directors	Plurality of Votes Cast	No
2	Adoption of the Fourth Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan	Affirmative vote of a majority of the votes cast on the proposal	No
3	Adoption of the 180 Life Sciences Corp. 2015 Option Incentive Plan	Affirmative vote of a majority of the votes cast on the proposal	No
4	Approve an advisory resolution on Named Executive Officer compensation	Affirmative vote of a majority of the votes cast on the proposal	No
5	Grant discretionary authority to the Company’s Board of Directors to (A) approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to July 24, 2026, and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle shareholder to receive from the Corporation’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number.	The votes cast for the amendment exceed the votes cast against the amendment	No
6	Approval of an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to one billion (1,000,000,000) shares.	The votes cast for the amendment exceed the votes cast against the amendment	No
7	Ratification of the appointment of M&K CPAs, PLLC, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2025	Affirmative vote of a majority of the votes cast on the proposal	Yes
8	Approval of the adjournment of the Annual Meeting, if necessary.	Affirmative vote of a majority of the votes cast on the proposal	No

See also “Quorum”, below. The column “Broker Discretionary Voting Allowed” is based on our belief as of the date of this proxy statement; however, the NYSE may determine that one or more of the proposals above, in addition to proposal 7, are discretionary matters. In that case brokers will have the ability to vote on such matter(s) even if you do not vote your shares at the Meeting.

For Proposal 1, the two nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them will be elected as directors to serve for a term of two years and until their successors are duly elected and qualified, unless the elected director is removed or resigns earlier. This means that the director nominees with the most “for” votes will be elected. Thus, shares as to which a stockholder “withholds” voting authority and broker non-votes will not be counted towards any director nominee’s achievement of a plurality and will not affect the outcome of the election of directors. Stockholders may not cumulate their votes in favor of any one nominee.

Approval of Proposals 2, 3, 4, 7, and 8 requires the affirmative vote of a majority of the votes cast on such proposals present in person or represented by proxy at the annual meeting and entitled to vote thereon, provided that a quorum exists at the annual meeting, and provided further that proposal 4 is non-binding. Votes cast “against” Proposals 2, 3, 4, 7, and 8 will count against the approval of the proposals. Abstentions will not be counted as votes cast and will have no effect on these proposals. Similarly, broker non-votes will not be counted as votes cast, and are not entitled to vote on proposals where shareholders have not provided discretionary authority, and as such will have no effect on these proposals.

Approval of Proposals 5 and 6 require that the votes cast for the applicable amendment exceed the votes cast against the amendment pursuant to Delaware General Business Law Section 242(d)(2), which provides that an amendment to increase or decrease the authorized number of shares of a class of capital stock or an amendment to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares of the same class of stock may be made and effected, if: (A) the shares of such class are listed on a national securities exchange immediately before such amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such amendment becomes effective, and (B) at a duly called meeting of stockholders, a vote of the stockholders entitled to vote thereon, voting as a single class, is taken for and against the proposed amendment, and the votes cast for the amendment exceed the votes cast against the amendment. Abstentions and broker non-votes will have no effect on proposals 5 and 6.

If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. For your vote to be counted, you must submit your voting instruction form to your broker.

As described above, although the Company will include abstentions and broker non-votes as present or represented for purposes of establishing a quorum for the transaction of business, the Company intends to exclude abstentions and broker non-votes from the tabulation of voting results on the election of directors or on any issues requiring approval of a majority of the votes cast at the annual meeting.

Quorum

Board of Directors Voting Recommendations

Our Board recommends that you vote your shares:

●

“FOR” each of the nominees to the Board of Directors (Proposal 1).

●

“FOR” approval of the Fourth Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (Proposal 2).

	●	“FOR” approval of the 180 Life Sciences Corp. 2025 Option Incentive Plan (Proposal 3).

	●	“FOR” the approval of the advisory resolution on Named Executive Officer compensation (Proposal 4).

●

“FOR” approval of the grant of discretionary authority to the Company’s Board of Directors to (A) approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to July 24, 2026, and (B) determine whether to arrange for the disposition of fractional interests by shareholders entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle shareholders to receive from the Corporation’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number. (Proposal 5).

●

“FOR” approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to one billion (1,000,000,000) shares. (Proposal 6).

	●	“FOR” the ratification of the appointment of M&K CPAs, PLLC, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2025 (Proposal 7).

	●	“FOR” approval of the adjournment of the Annual Meeting, if necessary (Proposal 8).

Mailing Costs and Solicitation of Proxies

We will pay the cost of soliciting proxies. Proxies may be solicited on behalf of the Company by directors, officers or employees of the Company in person or by telephone, facsimile or other electronic means. We may also pay Issuer Direct Corporation a fee not to exceed $10,000 plus costs and expenses. In addition, Issuer Direct Corporation and certain related persons may be indemnified against certain liabilities arising out of or in connection with the engagement.

Arrangements may also be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of material to, and solicitation of proxies from, the beneficial owners of our securities held of record at the close of business on the Record Date by such persons. We will reimburse such brokerage firms, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them in connection with any such activities.

Inspector of Voting

It is anticipated that representatives of Issuer Direct Corporation will tabulate the votes and act as inspector of election for the annual meeting.

Stockholders Entitled to Vote at the Meeting

A complete list of stockholders entitled to vote at the annual meeting will be available at our principal executive offices, for any purpose germane to the annual meeting, during ordinary business hours, for a period of ten days prior to the annual meeting.

Voting Instructions

Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to your enclosed proxy card.

Confidential Voting

Independent inspectors will count the votes. Your individual vote is kept confidential from us unless special circumstances exist. For example, a copy of your proxy card will be sent to us if you write comments on the card, as necessary to meet applicable legal requirements, or to assert or defend claims for or against the Company.

Stockholder of Record and Shares Held in Brokerage Accounts

If on the Record Date your shares were registered in your name with the Company’s transfer agent, then you are a stockholder of record and you may vote in person at the meeting, by proxy or by any other means supported by the Company. If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are required to be forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the annual meeting. However, you must obtain your control number from such bank, broker, or other nominee, or contact Issuer Direct Corporation at (919) 481-4000, or 1-866-752-VOTE (8683) to obtain your control number, in order to be admitted and since you are not the stockholder of record, you may not vote your shares by following the instructions available on the meeting website during the meeting unless you request and obtain a valid proxy from your broker or, other agent.

Multiple Stockholders Sharing the Same Address

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company, as well as some brokers (or other nominees), household the Company’s Proxy Materials, which means that we or they deliver a single Proxy Statement and 2024 Annual Report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker (or other nominee) or from us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement or Annual Report in the future, or if you are receiving multiple copies of the Proxy Statement and Annual Report and wish for only one copy to be delivered to your household in the future, please notify (i) your broker (or other nominee) if your shares are held in a brokerage or similar account or (ii) the Company if you hold registered shares in your own name. We will promptly deliver a separate Proxy Statement to record stockholders upon written or oral request. You can notify us of your instructions by telephone at (650) 507-0669 or by sending a written request to our Corporate Secretary at our principal executive offices at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306, or a stockholder may make a request by calling our Investor Relations at (650) 507-0669.

If you receive more than one proxy statement, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account as discussed above under “Voting Process” on page 2, or sign and return by mail all proxy cards or voting instruction forms.

Voting Results

The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by the inspector of voting and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the annual meeting.

Company Mailing Address

The mailing address of our principal executive offices is 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306.

Other Matters

As of the date of this proxy statement, the Board of Directors does not know of any business to be presented at the annual meeting other than as set forth in the proxy statement. If any other matters should properly come before the annual meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

Background of the Company

On November 6, 2020, the Company (formerly known as KBL Merger Corp. IV (prior to the closing of the Business Combination (defined below), sometimes referred to herein as “KBL”) consummated the previously announced business combination (the “Business Combination”) following a special meeting of stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of July 25, 2019, entered into by and among the Company, KBL Merger Sub, Inc. (“Merger Sub”), 180 Life Corp. (f/k/a 180 Life Sciences Corp.) (“180”), Katexco Pharmaceuticals Corp. (“Katexco”), CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), 180 Therapeutics L.P. (“180 LP” and together with Katexco and CBR Pharma, the “180 Subsidiaries” and, together with 180, the “180 Parties”), and Lawrence Pemble, in his capacity as representative of the stockholders of the 180 Parties (the “Stockholder Representative”). Pursuant to the Business Combination Agreement, among other things, Merger Sub merged with and into 180, with 180 continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”). The Merger became effective on November 6, 2020 (the closing of the Merger being referred to herein as the “Closing”). In connection with, and prior to, the Closing, 180 filed a Certificate of Amendment of its Certificate of Incorporation in Delaware to change its name to 180 Life Corp., and KBL Merger Corp. IV (the Company) changed its name to 180 Life Sciences Corp.

Prior Reverse Stock Splits

Effective on December 19, 2022 at 12:01 a.m. Eastern Time, we affected a 1-for-20 reverse stock split of our then outstanding common stock, with any fractional shares rounded up to the nearest whole share. Effective on February 28, 2024 at 12:01 a.m. Eastern Time, we affected a 1-for 19 reverse stock split of our then outstanding common stock with any fractional shares rounded up to the nearest whole share.

In connection with the reverse splits discussed above (the “Prior Reverse Stock Splits”), all outstanding options, warrants, and other securities entitling their holders to purchase or otherwise receive shares of common stock were adjusted, as required by the terms of each security. The number of shares available to be awarded under the Company’s equity incentive plans were also appropriately adjusted. Following the Prior Reverse Stock Splits, the par value of the common stock remained unchanged at $0.0001 par value per share. The Prior Reverse Stock Splits did not change the authorized number of shares of common stock or preferred stock.

The effects of the Prior Reverse Stock Splits have been retroactively reflected throughout this Proxy Statement.

Definitions

Unless the context requires otherwise, references in this proxy statement to the “Company,” “we,” “us,” “our,” “180 Life”, “180LS” and “180 Life Sciences Corp.” refer specifically to 180 Life Sciences Corp. and its consolidated subsidiaries. References to “KBL” refer to the Company prior to the November 6, 2020 Business Combination.

In addition, unless the context otherwise requires and for the purposes of this Proxy Statement only:

●

“CAD” refers to Canadian dollars;

●

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

●

“£” or “GBP” refers to British pounds sterling;

●

“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

●

“Securities Act” refers to the Securities Act of 1933, as amended.

Forward-Looking Statements and Website Links

Statements in this Proxy Statement that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements, including any failure to meet stated goals and commitments, and execute our strategies in the time frame expected or at all, as a result of many factors, including the need for additional funding, the terms of such funding, changing government regulations, the outcome of trials and our ability to market and commercialize future products. More information on risks, uncertainties, and other potential factors that could affect our business and performance is included in our other filings with the SEC, including in the “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. These forward-looking statements are based on our current estimates and assumptions and, as such, involve uncertainty and risk. Actual results could differ materially from projected results.

We do not assume any obligation to update information contained in this document, except as required by federal securities laws. Although this Proxy Statement may remain available on our website or elsewhere, its continued availability does not indicate that we are reaffirming or confirming any of the information contained herein. Neither our website nor its contents are a part of this Proxy Statement.

Website links included in this Proxy Statement are for convenience only. The content in any website links included in this Proxy Statement is not incorporated herein and does not constitute a part of this Proxy Statement.

Incorporation by Reference

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities or the Exchange Act, the sections of this proxy statement titled “Audit Committee Report”, “Pay Versus Performance” and “Relationship Between “Compensation Actually Paid” and Performance”, to the extent permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”), shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

References to Additional Information

Included with this proxy statement is a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025 (the “2024 Annual Report”).

You may also request a copy of this proxy statement and the annual report from Issuer Direct Corporation, the Company’s proxy agent, at the following address and telephone number:

Issuer Direct Corporation
One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603
(919) 481-4000, or 1-866-752-VOTE (8683)

Voting Rights and Principal Stockholders

Holders of record of our common stock and Series B Convertible Preferred Stock, at the close of business on the Record Date, will be entitled to vote at the annual meeting, on all matters properly presented at the annual meeting and at any adjournment or postponement thereof.

At the close of business on the Record Date, there were (a) 6,039,208 shares of our common stock outstanding; (b) no shares of our Series A Convertible Preferred Stock outstanding; (c) no shares of our Class C Special Voting Shares outstanding; (d) no shares of our Class K Special Voting Shares outstanding; and (e) no shares of our Series B Convertible Preferred Stock outstanding.

The common stock votes one vote on all stockholder matters. As a result, we had an aggregate of 6,039,208 total voting shares as of the Record Date.

Our stockholders do not have dissenters’ rights or similar rights of appraisal with respect to the proposals described herein and, moreover, do not have cumulative voting rights with respect to the election of directors.

Security Ownership of Management and Certain Beneficial Owners and Management

The following table sets forth, as of the Record Date, the number and percentage of outstanding shares of our common stock beneficially owned by: (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (b) each of our directors; (c) each of our Named Executive Officers (as defined below under “Executive and Director Compensation — Summary Executive Compensation Table”); and (d) all current directors and Named Executive Officers, as a group.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant or upon conversion of a convertible security) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

Beneficial ownership as set forth below is based on our review of our record stockholders list and public ownership reports filed by certain stockholders of the Company, and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described below.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Unless otherwise indicated, the business address of each of the entities, directors and executive officers in this table is 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, California 94306.

Beneficial Owner	Number of Common Stock Shares Beneficially Owned			Percent of Common Stock**
Directors, Officers and Named Executive Officers
Blair Jordan		1,888,742	⁽¹⁾		31.3	%
Eric R. Van Lent		8,174	⁽²⁾		*
Ryan Smith		167,181	⁽³⁾		2.8	%
Lawrence Steinman		113,347	⁽⁴⁾		1.9	%
Stephen H. Shoemaker		132,439	⁽⁵⁾		2.2	%
James N. Woody^£		—			—
Omar Jimenez^£		—			—
Jonathan Rothbard^£		1,475			*
Ozan Pamir^£		—			—
Quan Anh Vu^£		—			—
All officers and directors as a group (5 persons)		2,309,883			38.2	%
5% Stockholders
Elray Resources Inc.⁽⁶⁾		4,318,000	⁽⁷⁾		47.8	%
AmTrust Financial Services, Inc.⁽⁸⁾		509,707			8.4	%

*	Less than one percent.

**	Percentages based upon 6,039,208 shares of our common stock issued and outstanding as of the Record Date.

^£

Former Named Executive Officer, no longer serving as an officer or director of the Company. Beneficial ownership is based on either (a) the last beneficial ownership disclosed to the Company from such persons; or (b) the record shareholders list of the Company as of the Record Date, and may not reflect the total number of shares of common stock of the Company beneficially owned by the noted individual as of such date.

(1)

Includes 167,576 Restricted Stock Shares subject to vesting at the rate of 1/2 of such shares on each of July 1, 2025 and December 31, 2025, subject to Mr. Jordan’s continued service to the Company (through his personal consulting company, Blair Jordan Strategy and Finance Consulting Inc., which shares he is deemed to beneficially own and control) on such vesting dates. On February 5, 2025, as a required condition to the entry into a First Amendment to Separation and Release Agreement with Dr. James Woody, the Company’s former Chief Executive Officer and director, the Company, Mr. Jordan and Dr. Woody, entered into a Voting Agreement, whereby Dr. Woody agreed to vote a total of 43,166 shares of the Company’s common stock, as recommended by the Board of Directors of the Company, 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 Company terminates the Voting Agreement. In order to enforce the terms of the Voting Agreement, Dr. Woody provided Mr. Jordan (or his assigns), solely for the benefit of the Company, 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. 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 Company held by Dr. Woody. On February 21, 2025, as a required condition to the entry into a Mutual Settlement and General Release Agreement with Dr. Marlene Krauss (“Dr. Krauss”), the former Chief Executive Officer and director of KBL Merger Corp. IV, the Company’s predecessor, and KBL IV Sponsor, LLC, the Company’s former sponsor, the Company, the Mr. Jordan and Dr. Krauss, entered into a Voting Agreement, whereby Dr. Krauss agreed to vote a total of 200,000 shares of the Company’s common stock, as recommended by the Board of Directors of the Company, 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 Mr. Jordan (or his assigns), solely for the benefit of the Company, 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. 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 Company held by Dr. Krauss. Except for the limited right to vote such shares pursuant to the Voting Agreements, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein. On April 28, 2025, the Company, Mr. Jordan and Elray Resources, Inc. (“Elray”) entered into a Voting Agreement, whereby Elray agreed to vote a total of 1,318,000 shares of the Company’s common stock, as recommended by the Board of Directors of the Company, 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 Mr. Jordan (or his assigns), solely for the benefit of the Company, 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. 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 Company 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. Does not include any options which have not vested to the holder to date, and which do not vest within 60 days of the Record Date.

SEC Form DEF 14A filed by 180 Life Sciences Corp.