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

Rhea-AI Filing Summary

180 Life Sciences Corp. (ATNF) filed an amended Form 4 for director Ryan Lewis Smith dated June 30, 2025. The filing discloses an equity grant made on June 17, 2025 and subsequently adjusted on June 28, 2025 to fit within the company’s 2022 Equity Compensation Plan.

• Restricted stock: 102,181 common shares issued at no cost for board services. The shares vest 50% on December 17, 2025 and 50% on June 17, 2026. Following the grant, Smith directly owns 167,181 common shares.
• Stock options: 255,000 non-qualified options with a $0.929 exercise price, granted under the 2025 Option Incentive Plan. Vesting mirrors the restricted stock schedule (50% on 12/17/25, 50% on 06/17/26). The options cannot be exercised unless shareholders approve the 2025 plan; if approval is not secured, the options will be cancelled.
• Purpose of amendment: To reflect the Board and Compensation Committee’s retroactive adjustment of share counts on June 28, 2025 so the award would fit within the remaining share reserve of the Equity Plan.

The transaction represents routine director compensation. While it increases potential dilution by roughly 0.7% of ATNF’s ~52 million shares outstanding, it aligns the director’s incentives with shareholders. The contingent nature of the option grant (subject to shareholder approval) limits immediate dilution risk.

Positive

• Equity grants align director incentives with long-term shareholder value through time-based vesting.
• Shareholder approval required for the 2025 Option Plan gives investors control over potential dilution.

Negative

• Potential dilution of up to 0.7% of outstanding shares if all shares and options eventually vest/exercise.
• Dependency on shareholder approval creates execution risk; if denied, incentive structure may need revision.

Insights

Corporate Governance Expert

TL;DR: Routine equity grant; contingent options lower immediate dilution risk; neutral governance impact.

Director compensation via equity is common for micro-cap biotech firms such as 180 Life Sciences. The grant totals 357,181 potential new shares (restricted + options), but only 102,181 shares are immediately outstanding. Vesting and the requirement for continued service promote retention and alignment. Importantly, 255,000 options hinge on shareholder approval of the 2025 plan, placing control of dilution in investors’ hands. I view the filing as governance-neutral: it follows standard practice and discloses all contingencies.

Securities Analyst

TL;DR: Minimal financial impact; modest dilution (~0.7%); neutral for valuation.

Assuming 52 million basic shares, the 102 k share grant equates to 0.2% dilution; full exercise of 255 k options would add another 0.5%. The $0.929 strike is above ATNF’s recent $0.80–$0.90 trading range, so options are near-the-money but not in-the-money. Because the options require shareholder approval, there is no current cashless exercise risk. Overall, the filing does not change earnings forecasts, cash burn, or clinical timelines; thus I assign a neutral impact on the investment thesis.

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
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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^*

Smith Ryan Lewis

(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		102,181(1)	A	$0.0(2)	167,181	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		255,000		(3)	06/17/2035	Common Stock	255,000	$0.0(2)	255,000	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/ Ryan Smith	06/30/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many ATNF shares were granted to Director Ryan Smith?

He received 102,181 restricted shares that vest 50% on 12/17/25 and 50% on 06/17/26.

What options were issued under the 2025 Option Incentive Plan?

Smith was granted 255,000 non-qualified stock options with a $0.929 exercise price, vesting 50/50 on the same dates.

Is shareholder approval required for the new ATNF options?

Yes. The options cannot be exercised unless stockholders approve the 2025 Option Incentive Plan; otherwise they will be cancelled.

What is the total equity owned by the director after the grant?

Following the transaction, Smith directly owns 167,181 ATNF common shares, plus the unexercised options.

Why was the Form 4 amended?

The Board retroactively adjusted the share award on June 28, 2025 to fit within the remaining shares of the 2022 Equity Plan.