[8-K] 180 Life Sciences Corp. Warrant Reports Material Event

Rhea-AI Filing Summary

180 Life Sciences Corp. initiated a cryptocurrency treasury strategy and has accumulated a sizeable ETH position. As of August 11, 2025, the company acquired 82,186 ETH at an average acquisition price of $3,806.71, which the filing values at approximately $349 million. In addition to the ETH, the company holds about $238 million in USD cash equivalents. The filing states these ETH purchases were made using certain net proceeds from a previously disclosed private PIPE offering and the sale of convertible notes. The disclosure was furnished on Form 8-K and includes a press release as Exhibit 99.1.

Insights

Financial Analyst

TL;DR: The company materially reallocated capital into ETH, creating a large crypto treasury position funded by recent financing proceeds.

The filing discloses a concrete, quantifiable shift of corporate liquid assets into cryptocurrency: 82,186 ETH acquired at a stated average price of $3,806.71 with an approximate carrying value of $349 million, plus $238 million in cash equivalents. This changes the companys balance-sheet composition and liquidity profile by moving a significant portion of proceeds from a private PIPE and convertible notes into a volatile asset class. The disclosure is factual and transparent about the source of funds and current holdings, but it does not provide accounting treatment, hedging, or risk-management details.

Risk Analyst

TL;DR: Large concentrated crypto holdings introduce market and liquidity risks not addressed in the filing.

The company reports holding approximately $349 million of ETH acquired using proceeds from a private PIPE and convertible notes, alongside $238 million in cash equivalents. From a risk perspective, this represents significant exposure to cryptocurrency price movements and potential liquidity constraints should rapid monetization be required. The filing does not disclose hedging strategies, custodial arrangements, or valuation policy, leaving investors with limited information to assess market, operational, and accounting risks related to the ETH position.

false 0001690080 0001690080 2025-08-12 2025-08-12 0001690080 ATNF:CommonStockParValue0.0001PerShareMember 2025-08-12 2025-08-12 0001690080 ATNF:WarrantsToPurchaseSharesOfCommonStockMember 2025-08-12 2025-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2025

180 LIFE SCIENCES CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38105		90-1890354
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA		94306
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 507-0669

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ATNF		The NASDAQ Stock Market LLC
Warrants to purchase shares of Common Stock		ATNFW		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On August 12, 2025, 180 Life Sciences Corp. (the “Company”) issued a press release announcing that the Company has initiated its ETH accumulation strategy and disclosing the Company’s ETH holdings to date. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 8.01 Other Events.

ETH Accumulation Status Update

As of August 11, 2025, the Company has acquired 82,186 ETH at an average acquisition price of $3,806.71, which is now valued at approximately $349 million. In addition to the ETH, the Company holds approximately $238 million in USD cash equivalents. The purchases were made using certain of the net proceeds the Company received from the Company’s previously disclosed private PIPE offering and sale of convertible notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated August 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2025

	180 LIFE SCIENCES CORP.
	By:	/s/ Blair Jordan
		Name:	Blair Jordan
		Title:	Chief Executive Officer

2

FAQ

How much ETH has 180 Life Sciences (ATNFW) acquired?

The company acquired 82,186 ETH.

What was the average acquisition price per ETH and the reported value?

The average acquisition price was $3,806.71, and the ETH holdings are valued at approximately $349 million.

How were the ETH purchases funded according to the 8-K?

The filing states purchases were made using certain net proceeds from the companys previously disclosed private PIPE offering and the sale of convertible notes.

Does the company report holding any cash or cash equivalents?

Yes; the company reports holding approximately $238 million in USD cash equivalents.

Where was this information disclosed?

The company furnished the information on a Form 8-K and attached a press release as Exhibit 99.1.