Elray Resources (ELRA) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

ELRAY RESOURCES, INC.

(Last) (First) (Middle)

3651 LINDELL ROAD, SUITE D131

(Street)

LAS VEGAS NV 89103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/27/2024

3. Issuer Name and Ticker or Trading Symbol
180 Life Sciences Corp. [ ATNF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	12/27/2024(1)	(2)	Common Stock	1,318,000	(3)	D
Common Stock Purchase Warrants	12/27/2024(1)	09/30/2031	Common Stock	3,000,000	1.68	D

Explanation of Responses:

1. The conversion of the Series B Convertible Preferred Stock and exercise of the warrants was subject to shareholder approval, which shareholder approval was received on December 27, 2024.

2. The Series B Convertible Preferred Stock has no expiration date. The Series B Convertible Preferred Stock is described in greater detail in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 3, 2024.

3. Each of the 1,000,000 shares of Series B Convertible Preferred Stock is convertible into 1.318 shares of common stock.

	Elray Resources, Inc., by /s/ Anthony Brian Goodman, CEO	12/31/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.