Welcome to our dedicated page for 180 Life Sciences SEC filings (Ticker: ATNFW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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The SEC has declared 180 Life Sciences Corp's Form S-3 registration statement effective as of June 26, 2025, at 4:30 P.M. The registration statement was filed under file number 333-288194.
Form S-3 is a simplified security registration form used by companies that have already met other SEC reporting requirements. This effectiveness notice indicates that:
- The company can now proceed with its planned securities offering
- All necessary regulatory requirements for the registration statement have been met
- The company's warrants (trading under symbol ATNFW) are now registered
This development is significant for investors as it allows 180 Life Sciences to move forward with its securities offering, potentially affecting the company's capital structure and providing new investment opportunities.
180 Life Sciences Corp. (symbol: ATNFW) has filed a Preliminary Schedule 14A proxy statement for its 2025 virtual annual meeting. Stockholders of record as of June 30, 2025 will vote on nine proposals.
- Governance: Re-elect Class I directors Dr. Lawrence Steinman and Dr. Stephen Shoemaker for two-year terms.
- Equity Compensation: Approve a Fourth Amendment to the 2022 Omnibus Incentive Plan and adopt a new 2025 Option Incentive Plan.
- Say-on-Pay: Advisory vote on Named Executive Officer compensation.
- Capital Structure: • Reverse Stock Split—grant the Board authority to effect a one-for-four to one-for-forty reverse split any time before 2026, including discretion on fractional shares. • Authorized Share Increase—raise authorized common shares ten-fold, from 100 million to 1 billion.
- Audit: Ratify M&K CPAs, PLLC as independent auditor for fiscal 2025.
- Adjournment: Permit adjournment to solicit additional proxies if needed.
The Board unanimously recommends voting FOR ALL director nominees and FOR Proposals 2 through 8. Proposal 9 is a general authorization for any other proper business, though none is presently anticipated.
The meeting will be held exclusively online on __________, 2025 at 9:00 a.m. Pacific Time via https://agm.issuerdirect.com/ATNF. Stockholders can vote in advance by mail, fax, telephone, or internet, or electronically during the meeting using their Control and Request IDs.
Key items with potential investor impact are the large reverse split range and the 1 billion-share authorization, both of which could significantly alter share count and market liquidity if approved.
Schedule 13D/A Amendment No. 2 – Blair Jordan & 180 Life Sciences Corp. (symbol ATNFW)
On 17 June 2025, Chief Executive Officer Blair Jordan filed an amended Schedule 13D reporting 1,900,812 common shares of 180 Life Sciences beneficially owned, equal to 31.7 % of the 6,003,649 shares outstanding (per the transfer agent as of 19 April 2025).
Ownership detail:
- Sole voting & dispositive power: 160,000 fully-vested restricted shares awarded in February 2025; vesting was accelerated to 17 June 2025 from two tranches scheduled in 2026.
- Shared voting power: 1,740,812 shares via irrevocable proxies—43,166 (Dr. James Woody), 200,000 (Dr. Marlene Krauss) and 1,318,000 (Elray Resources Inc.). Jordan holds no dispositive control or economic interest in these shares.
The Board also approved, effective 17 June 2025, a grant to Jordan’s wholly-owned consulting entity of 410,000 stock options under the 2025 Option Incentive Plan. The options carry a 10-year term and vest 50 % after six months and 50 % after twelve months, subject to continued service.
Source of funds is reported as “OO” (other). Jordan, a Canadian citizen, has had no criminal or civil securities proceedings in the past five years and continues to serve as CEO and director of the company.
180 Life Sciences Corp. (ATNF) – Form 4 filed 06/20/2025
Chief Accounting Officer Eric R. Van Lent reported compensation-related equity awards dated 06/17/2025:
- 8,763 restricted shares of common stock, granted at no cost; vest 50 % on 12/17/2025 and 50 % on 06/17/2026, contingent on continued service.
- 25,000 non-qualified stock options with a $0.929 exercise price, expiring 06/17/2035; vest on the same 50 %/50 % schedule.
The options were issued under the proposed 2025 Option Incentive Plan. Exercise is not permitted until shareholders approve the plan; if approval is refused, the options will be cancelled.
Following the transactions, Van Lent beneficially owns 8,763 shares directly and 25,000 options. No open-market purchases or sales were disclosed; all securities were granted as consideration for his role as CAO under the company’s equity compensation programs.
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