180 Life Sciences to repurchase 1.32M shares from Elray for $1M

180 Life Sciences (ATNF) announced that it has entered into a settlement and mutual release agreement with Elray Resources and Luxor Capital. The company said the agreement strengthens and simplifies the company’s capital structure through a significant repurchase of shares. Under the terms of the agreement, 180 Life Sciences agreed to acquire all 1,318,000 shares of its common stock held by Elray, representing approximately 23.1% of the company’s currently outstanding shares, in exchange for a total payment of $1M. The payment consists of $350,000 payable directly to Elray and $650,000 payable to Luxor through future capital raise proceeds, to be paid no later than April 28, 2026. Elray and Luxor are controlled by Anthony Brian Goodman, the father of the company’s director, Jay Goodman. As part of the agreement, Elray delivered stock powers to authorize the cancellation of the Elray Shares, which will be held in escrow and released in tranches as payments are made. Following completion of these payments, or at the option of the company, as payment thresholds are reached, the Elray Shares will be returned to the company and cancelled, significantly reducing the company’s outstanding share count to the benefit of stockholders. The agreement also includes broad mutual releases between the parties, customary representations and warranties, confidentiality obligations, and an indemnity in favor of the company from Luxor against certain third-party claims. As a required condition of the agreement, Elray entered into a voting agreement under which it agreed to vote any Elray Shares it continues to hold in accordance with the recommendations of the company’s board of directors until April 28, 2026. To enforce this agreement, Elray granted an irrevocable proxy to Blair Jordan, CEO of the company.