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

Rhea-AI Filing Summary

Key take-away: 180 Life Sciences Corp. (ATNF) filed a Form 4 reporting equity compensation granted to director Lawrence Steinman on 06/17/2025.

Equity awarded: (1) 48,198 time-based restricted common shares issued at $0.00; (2) 110,000 non-qualified stock options with a $0.929 exercise price. Both instruments vest 50 % on 12/17/2025 and 50 % on 06/17/2026, conditional on Steinman’s continued board service.

Post-transaction holdings: Steinman now directly owns 115,732 ATNF common shares and holds 110,000 options. The grant was made under the 2022 Equity Compensation Plan (RSUs) and the proposed 2025 Option Incentive Plan (options). The options cannot be exercised—and will be cancelled—if shareholders fail to approve the 2025 plan.

Investor context: The filing reflects routine director compensation rather than open-market activity. The share and option totals are modest relative to most public floats, implying limited dilution, but they reinforce incentive alignment between the director and shareholders.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant; modest size; aligns incentives; contingent option plan adds approval risk.

Alignment: Grant ties half-yearly vesting to board tenure, encouraging engagement until at least mid-2026.

Governance nuance: Options sit under a new 2025 plan that still requires shareholder approval. Until approval, the options provide no exercisable benefit, and failure to pass would cancel them, limiting potential dilution.

Materiality: Without float data the grant appears immaterial to capitalization. No cash outflow or insider sales occurred, so market reaction is likely minimal.

Securities Analyst

TL;DR: Neutral: small equity grant for services, negligible dilution, no trading signal.

This Form 4 shows compensation, not a purchase. Because shares were granted at no cost and options are out-of-the-money versus grant date, the filing offers limited insight into management’s valuation view. The contingent status of the 110 k options further reduces near-term impact. I view the disclosure as routine and not price-moving.

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^*

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)
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	06/17/2025		A		48,198(1)	A	$0.0(2)	115,732	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	06/17/2025		A		110,000		(3)	06/17/2035	Common Stock	110,000	$0.0(2)	110,000	D

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 a member of the Board of Directors of the Issuer.

3. 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/ Lawrence Steinman	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many ATNF shares did Lawrence Steinman receive on 06/17/2025?

He was granted 48,198 restricted common shares as part of his director compensation.

What is the exercise price of the new ATNF stock options?

The 110,000 non-qualified options carry a $0.929 exercise price.

When do the restricted shares and options granted to Steinman vest?

Both instruments vest 50 % on 12/17/2025 and 50 % on 06/17/2026, subject to continued board service.

Does the option grant depend on shareholder approval?

Yes. The options were issued under the proposed 2025 Option Incentive Plan and are void if shareholders do not approve the plan.

How many ATNF shares does Steinman own after the transaction?

Following the grant, he directly owns 115,732 common shares.