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

Rhea-AI Filing Summary

180 Life Sciences Corp. (ATNF) – Form 4 filing dated 20-Jun-2025

Chief Executive Officer and Director Blair Jordan reported several equity awards and updated ownership positions as of 17-Jun-2025:

• Restricted stock: 179,646 shares issued at $0.00 through Blair Jordan Strategy and Finance Consulting Inc.; vesting 50% on 17-Dec-2025 and 50% on 17-Jun-2026.
• Stock options: 410,000 non-qualified options with a $0.929 exercise price, identical vesting schedule (50% on 17-Dec-2025 / 17-Jun-2026). The options are granted under the 2025 Option Incentive Plan, which is subject to shareholder approval; the options are void if approval is not obtained.
• Direct ownership remains 160,000 common shares.
• Indirect/voting-only ownership: 43,166 shares (Dr. Woody), 200,000 shares (Dr. Krauss) and 1,318,000 shares (Elray Resources) via irrevocable voting proxies. Jordan has no dispositive or economic interest in these shares beyond voting rights.

After the reported transactions, Jordan is deemed to beneficially own ≈1.90 million shares (160,000 direct; 1.74 million indirect), plus the newly issued options.

The restricted shares and options were awarded as compensation for services as CEO, aligning management incentives with shareholder value but also introducing potential dilution. Because the 2025 Option Incentive Plan hinges on upcoming shareholder approval, investors should monitor the related proxy vote. No cash consideration or open-market purchases were involved, so the filing signals compensation structure rather than a discretionary insider buy.

Positive

• Management alignment: Time-based vesting of 179,646 restricted shares and 410,000 options ties CEO compensation to future share performance.
• Retention incentive: Two-year vesting schedule encourages continuity of leadership through mid-2026.

Negative

• Potential dilution: 410,000 new options plus 179,646 restricted shares add to share count once vested/exercised.
• Contingent validity: Options are void if shareholders do not approve the 2025 Option Incentive Plan, creating uncertainty.
• Concentrated voting power: Irrevocable proxies give the CEO control over ≈1.56 m additional shares without economic stake, raising governance concerns.

Insights

Equity Research Analyst

TL;DR – CEO receives 180 k shares & 410 k options at $0/$0.929; ownership ≈1.9 m shares; plan needs shareholder approval.

The Form 4 reflects compensation, not an opportunistic insider purchase, so market impact should be modest. Still, the awards materially increase potential dilution—410 k options equal roughly 1.3% of a 30 m share base (latest 10-Q). Vesting is time-based, encouraging retention through mid-2026. The zero-cost stock and low-priced options align management incentives but could pressure EPS once exercised. Crucially, the 2025 Option Incentive Plan requires shareholder approval; failure would void the options, limiting dilution. Investors should track the forthcoming proxy materials and vote. Because the indirect holdings are voting-only, economic exposure remains far smaller than the 1.9 m figure implies.

Corporate Governance Specialist

TL;DR – Large equity grant, extensive proxy voting rights; dilution versus alignment trade-off.

The board has awarded Jordan significant equity while simultaneously conferring voting control over more than 1.5 m third-party shares. Although such proxies are time-limited and non-economic, they consolidate influence in the CEO, potentially impacting governance balance. Shareholder approval of the 2025 Option Plan will be a referendum on both the compensation magnitude and governance structure. The two-step vesting schedule and zero-cost share issuance are standard for small-cap biotech but may draw scrutiny from investors focused on dilution and pay-for-performance alignment. Overall governance risk is moderate; no red-flag violations are evident.

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^*

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)
06/17/2025

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								160,000	D
Common Stock	06/17/2025		A		179,646(1)	A	$0.0(2)	179,646	I	Through Blair Jordan Strategy and Finance Consulting Inc.(3)
Common Stock								43,166	I	See footnote(4)(5)
Common Stock								200,000	I	See footnote(6)(7)
Common Stock								1,318,000	I	See footnote(8)(9)

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	06/17/2025		A		410,000		(10)	06/17/2035	Common Stock	410,000	$0.0(2)	410,000	I	Through Blair Jordan Strategy and Finance Consulting Inc.(3)

Explanation of Responses:

1. Represents restricted stock shares subject to time-based vesting, which vest at the rate of 1/2 of such shares on each of December 17, 2025 and June 17, 2026, subject to the recipient's continued service to the Issuer. Issued under the Issuer's 2022 Equity Compensation Plan.

2. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as Chief Executive Officer of the Issuer.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. The options vest 1/2 on each of December 17, 2025 and June 17, 2026, subject to the recipient's continued service to the Issuer. Issued under the Issuer's 2025 Option Incentive Plan. The 2025 Option Incentive Plan is subject to stockholder approval and (i) no options can be exercised prior to obtaining stockholder approval for such plan, and (ii) the outstanding options will be cancelled, if stockholder approval is not obtained.

	/s/ Blair Jordan	06/20/2025
	** 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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FAQ

How many 180 Life Sciences (ATNF) shares did CEO Blair Jordan acquire in the latest Form 4?

He received 179,646 restricted shares at no cost as part of a compensation package.

What is the exercise price and size of the new ATNF stock option grant?

The non-qualified options cover 410,000 shares with an exercise price of $0.929 per share.

When do the restricted shares and options granted to Blair Jordan vest?

Both awards vest 50% on 17-Dec-2025 and 50% on 17-Jun-2026, subject to continued service.

Does the option grant depend on shareholder approval?

Yes. The 2025 Option Incentive Plan requires stockholder approval; options cannot be exercised and will be cancelled if approval is not obtained.

What is Blair Jordan’s total reported beneficial ownership after the transaction?

The filing shows 160,000 shares directly and ≈1.74 million indirectly, totaling about 1.9 million shares, plus the new options.