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

Rhea-AI Filing Summary

180 Life Sciences Corp. (ATNF) – Form 4/A insider filing discloses an amended equity award to director Lawrence Steinman.

• Equity grant: 44,959 restricted common shares issued at $0.00 as board compensation. Shares vest 50 % on 17 Dec 2025 and 50 % on 17 Jun 2026, contingent on continued service.
• Option grant: 110,000 non-qualified stock options with a $0.929 exercise price, identical two-step vesting schedule. Options fall under the 2025 Option Incentive Plan and cannot be exercised until shareholders approve the plan; if approval is denied, the options will be cancelled.
• Retroactive adjustment: On 28 Jun 2025 the board and compensation committee reduced the share quantity to stay within the 2022 Equity Compensation Plan limits, prompting this Form 4/A amendment.
• Ownership impact: Following the transaction, Steinman directly owns 112,493 common shares and 110,000 options.
• Economic impact: Because the awards were granted at no cash cost, there is no immediate cash outflow to the company. However, full vesting and future option exercises would add up to 154,959 new shares, representing incremental dilution to existing shareholders (materiality depends on total shares outstanding, not provided here).

The filing is largely administrative, yet it signals continuing equity-based compensation and the company’s reliance on shareholder approval for its new 2025 option plan.

Positive

• Aligned incentives: Shares and options vest over 18 months, encouraging long-term board engagement.
• Shareholder protection: Options cannot be exercised without prior shareholder approval of the 2025 Option Incentive Plan.
• Transparent amendment: The company proactively filed Form 4/A to reflect retroactive adjustments, indicating regulatory compliance.

Negative

• Potential dilution: Up to 154,959 additional shares could be issued if all awards vest and options are exercised.
• Plan approval risk: Failure to obtain shareholder approval would cancel the options, suggesting uncertainty in compensation structure.

Insights

Small-Cap Financial Analyst

TL;DR – Administrative insider grant; minor dilution risk, plan still needs shareholder approval.

The amended Form 4 clarifies the exact number of shares/options awarded to Director Steinman. Valued at the 17 Jun 2025 closing price (~$0.93), the option package has a theoretical intrinsic value of zero but a Black-Scholes fair value likely in the low-six-figure range—modest for a small-cap. Vesting aligns the director with longer-term performance, but shareholders face up to 155 k new shares of dilution (≈1-2 % of float if the company has ~10 M shares outstanding). Importantly, the 2025 Option Incentive Plan remains unapproved; failure to secure approval nullifies the options and removes dilution risk. Overall effect is neutral: incentive alignment offsets modest dilution, and no cash is involved.

Corporate Governance Specialist

TL;DR – Proper disclosure; shareholder approval clause adds accountability.

Management retroactively adjusted awards to stay within the 2022 plan’s share limit, demonstrating procedural compliance. Requiring shareholder approval before any option exercise is a best-practice safeguard. Nevertheless, repeat retroactive adjustments could raise governance questions if frequent. The staggered vesting schedule supports retention while mitigating immediate dilution. From a governance standpoint, this is appropriate and non-controversial.

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)
06/20/2025

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		44,959(1)	A	$0.0(2)	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	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 (the "Equity 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.

Remarks:

This Form 4/A is being filed to reflect the fact that the number of shares awarded to the Reporting Person was retroactively adjusted by the Board of Directors and Compensation Committee of the Company on June 28, 2025, so that there was sufficient room for such award, and other awards made on the same date, under the Equity Plan.

	/s/ Lawrence Steinman	06/30/2025
	** 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 Director Lawrence Steinman receive?

He received 44,959 restricted shares that vest in two equal tranches ending 17 Jun 2026.

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

The 110,000 options carry a $0.929 per-share exercise price.

When do the options granted on 17 Jun 2025 vest and expire?

They vest 50 % on 17 Dec 2025 and 50 % on 17 Jun 2026, expiring 17 Jun 2035.

Is shareholder approval required for the 2025 Option Incentive Plan?

Yes, no options can be exercised until shareholders approve the plan; otherwise, the options are cancelled.

How many ATNF shares does Steinman own after the transaction?

Post-transaction, he owns 112,493 common shares directly plus 110,000 options.