Director sold 167,181 shares; received 771,044 options pending shareholder vote

Rhea-AI Filing Summary

180 Life Sciences Corp. director Smith, Ryan Lewis reported transactions dated 08/08/2025. The filing shows a disposal of 167,181 common shares and a grant of 771,044 non-qualified stock options with an exercise price of $3.01 and an expiration shown as 08/08/2035. The options vested immediately but are not exercisable until stockholder approval of the 2025 Second Supplemental Option Plan; if approval is not received before 08/08/2026 the options will be cancelled. The filing states the options were issued in consideration for services as a director. The form is signed 08/11/2025.

Insights

Securities Analyst

TL;DR: Director disposed shares and received a large, immediately vested option grant that is conditional on shareholder approval.

The report documents a director-level transaction: a sale of 167,181 common shares and receipt of 771,044 non-qualified stock options priced at $3.01. Key constraints matter: although the options vested immediately, they are not exercisable until stockholder approval of the supplemental plan and will be cancelled if approval is not obtained by 08/08/2026. From a market-impact perspective, the grant is sizable in absolute terms and the exercisability contingency is material to dilution timing.

Corporate Governance Expert

TL;DR: Governance note—options issued for director services with immediate vesting but conditional exercise pending shareholder vote.

The disclosure clarifies governance mechanics: the options were granted under a named 2025 supplemental option plan, issued as compensation, and include a shareholder-approval condition. This structure shifts the critical event to the companys upcoming shareholder vote; until approval the economic and voting consequences of the grant remain limited. The filing also records a director share disposal of 167,181 shares, which is a factual transfer without additional explanatory detail in the form.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Smith Ryan Lewis

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (right to buy)	771,044	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 771,044 shares (Direct); Common Stock — 167,181 shares (Direct)

Footnotes (1)

1. The options were granted under the 2025 Second Supplemental Option Plan of the Issuer. The options vested immediately, but are not exercisable until stockholder approval of the 2025 Second Supplemental Option Plan is received. If stockholder approval is not received prior to August 8, 2026, the options will be cancelled. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as a director of the Issuer.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Ryan Lewis

(Last) (First) (Middle)

3000 EL CAMINO REAL, BLDG. 4,

SUITE 200

(Street)

PALO ALTO CA 94306

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								167,181	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$3.01	08/08/2025		A		771,044		(1)	08/08/2035(1)	Common Stock	771,044	$0(2)	771,044	D

Explanation of Responses:

1. The options were granted under the 2025 Second Supplemental Option Plan of the Issuer. The options vested immediately, but are not exercisable until stockholder approval of the 2025 Second Supplemental Option Plan is received. If stockholder approval is not received prior to August 8, 2026, the options will be cancelled.

2. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as a director of the Issuer.

	/s/ Ryan Smith	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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