[Form 4] 180 Life Sciences Corp. Warrant Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 filing discloses an internal re-registration of 160,000 common shares of 180 Life Sciences Corp. (ATNF) by CEO, Director and 10% owner Blair Jordan. The shares were moved from Jordan’s direct ownership to his wholly-owned entity, Blair Jordan Strategy and Finance Consulting Inc., under Transaction Code “J” (transfer) for tax-planning purposes; footnote 1 confirms no change in beneficial ownership.

After the transfer, Jordan’s indirect holdings through the entity total 327,576 shares. In addition, he is deemed to have beneficial ownership (via voting proxies, not economic interest) over 1.56 million shares held by other parties—43,166 from Dr. Woody, 200,000 from Dr. Krauss and 1,318,000 from Elray Resources, all subject to time-limited voting agreements.

The filing also notes an earlier grant of 410,000 non-qualified stock options at an exercise price of $0.929. On 12 Jul 2025 the Board accelerated 100% vesting, but the options remain unexercisable until shareholders approve the company’s 2025 Incentive Plan; they will be cancelled if approval is not obtained.

No cash consideration, change in control or open-market buying/selling occurred. The disclosure is primarily administrative, signalling continued insider control and highlighting a potential future dilution event tied to plan approval.

Insights

Equity Governance Analyst

TL;DR: Internal share transfer; no economic change, but option vesting could add dilution if plan passes.

The transaction merely shifts 160,000 common shares from Blair Jordan’s personal account to his consulting company, keeping effective ownership unchanged. Such housekeeping moves are routine for tax or estate planning and carry neutral market impact. More noteworthy is the accelerated vesting of 410,000 options; although already granted, faster vesting front-loads potential dilution and accounting expense. The options cannot be exercised unless shareholders approve the 2025 Incentive Plan, reducing immediate risk. Voting agreements give Jordan proxy control over 1.56 million additional shares, consolidating his influence on corporate actions without granting economic benefits. Overall, the filing signals tight insider control rather than new buying or selling pressure.

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

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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^*

Jordan Blair

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

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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	07/07/2025		J(1)		160,000	D	(1)	0	D
Common Stock	07/07/2025		J(1)		160,000	A	(1)	327,576	I	Through Blair Jordan Strategy and Finance Consulting Inc.(2)
Common Stock								43,166	I	See footnote(3)(4)
Common Stock								200,000	I	See footnote(5)(6)
Common Stock								1,318,000	I	See footnote(7)(8)

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)	$0.929							07/12/2025(9)	06/17/2035	Common Stock	410,000		410,000	I	Through Blair Jordan Strategy and Finance Consulting Inc.(2)

Explanation of Responses:

1. Transfer to a controlled entity, solely for tax planning purposes only. No change in beneficial ownership.

2. Mr. Jordan owns and controls Blair Jordan Strategy and Finance Consulting Inc. and as such is deemed to beneficially own the securities held by such entity.

3. On February 5, 2025, the Issuer, the Reporting Person and Dr. James Woody, entered into a Voting Agreement, whereby Dr. Woody agreed to vote a total of 43,166 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to February 5, 2026, the date after August 5, 2025, that Dr. Woody has sold all of the shares or the date that the Issuer terminates the Voting Agreement. In order to enforce the terms of the Voting Agreement, Dr. Woody provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 43,166 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders.

4. As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 43,166 shares of common stock of the Issuer held by Dr. Woody. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein.

5. On February 21, 2025, the Issuer, the Reporting Person and Dr. Marlene Krauss, entered into a Voting Agreement, whereby Dr. Krauss agreed to vote a total of 200,000 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to August 21, 2025. In order to enforce the terms of the Voting Agreement, Dr. Krauss provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 200,000 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders.

6. As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 200,000 shares of common stock of the Issuer held by Dr. Krauss. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein.

7. On April 28, 2025, the Issuer, the Reporting Person and Elray Resources, Inc. ("Elray") entered into a Voting Agreement, whereby Elray agreed to vote a total of 1,318,000 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to April 28, 2026. In order to enforce the terms of the Voting Agreement, Elray provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 1,318,000 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders.

8. As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 1,318,000 shares of common stock of the Issuer held by Elray. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein.

9. As originally reported in the Reporting Person's Form 4/A filed with the SEC on June 30, 2025, the options were to vest 1/2 on each of December 17, 2025 and June 17, 2026, subject to the recipient's continued service to the Issuer. On July 12, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the accelerated vesting of all the options effective as of such date. The options are subject to stockholder approval and (i) no options can be exercised prior to obtaining stockholder approval for the Company's 2025 Option Incentive Plan, and (ii) the outstanding options will be cancelled, if stockholder approval is not obtained.

	/s/ Blair Jordan	07/14/2025
	** Signature of Reporting Person	Date
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