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

Rhea-AI Filing Summary

Form 4 Filing Overview – 180 Life Sciences Corp. (ATNF)

The filing reports insider activity by Director Lawrence Steinman dated 12 July 2025. The transaction involves a non-qualified stock option grant for 110,000 common shares at an exercise price of $0.929 per share. No common shares were bought or sold in the open market; Table I simply restates Mr. Steinman’s existing direct ownership of 112,493 shares.

Key terms of the option grant:

• The Board accelerated vesting of the entire option award effective 12 July 2025, overriding the original 50% vesting dates of 17 Dec 2025 and 17 Jun 2026.
• Shareholder approval is required for the company’s 2025 Option Incentive Plan before any option can be exercised.
• If shareholders do not approve the plan, the award will be cancelled.

Because exercise is contingent on future shareholder action, there is no immediate dilution; however, successful approval would permit Mr. Steinman to acquire 110,000 shares (≈ potential dilution depending on total shares outstanding). The accelerated vesting signals the Board’s intent to align incentives quickly but may raise governance questions around timing and shareholder value impact.

Insights

Corporate Governance Expert

TL;DR: Routine Form 4 shows accelerated option vesting; no shares traded, dilution contingent on upcoming shareholder vote.

This filing is largely procedural. The Board’s decision to accelerate vesting converts a staggered schedule into immediate vesting, enhancing the director’s immediate claim on 110,000 options. Because the options cannot be exercised without shareholder approval, the move does not currently alter share count or cash flows. Nevertheless, it could become dilutive if approved, adding ~110k shares at a sub-$1 strike price. From a governance standpoint, bundling accelerated vesting with a new 2025 plan may draw scrutiny, yet the requirement for shareholder assent provides an important check. Overall, the disclosure is neutral for valuation today but useful for investors tracking insider incentives and potential future dilution.

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^*

STEINMAN LAWRENCE

(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)
07/12/2025

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								112,493	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)	$0.929							07/12/2025(1)	06/17/2035	Common Stock	110,000		110,000	D

Explanation of Responses:

1. 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/ Lawrence Steinman	07/14/2025
	** Signature of Reporting Person	Date
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