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

Rhea-AI Filing Summary

Currenc Group Inc. (Cayman Islands) filed Amendment No. 2 to its Form S-1 registration statement. The document registers 50,070,187 ordinary shares (par $0.0001) for resale by multiple selling security-holders, equal to ≈51.71 % of shares outstanding as of the prospectus date.

Key components include:

• Equity Line of Credit (ELOC): up to 20 million shares ("ELOC Purchase Shares") plus 600 k commitment-fee shares issuable to Arena Business Solutions Global SPC II, Ltd.; company may draw up to $10 million at its sole option.
• Roth Capital Partners: 81,818 shares for advisory services.
• Pine Mountain Holdings: 1,027,996 shares arising from convertible-note conversion.
• Creditor Share Purchase Agreement: an aggregate 24.9 million shares issued to eight individual creditors on June 15 2025.

The company will not receive proceeds from secondary sales; its only potential cash inflow is through optional ELOC sales to Arena. Arena is deemed an underwriter under Securities Act §2(a)(11). Because many registered shares were obtained at nominal or deeply discounted prices, the prospectus warns that resales could exert significant downward pressure on the trading price.

Currenc is classified as a non-accelerated filer, smaller reporting company and emerging-growth company. Principal executive office: 410 North Bridge Road, Singapore; U.S. agent: Cogency Global Inc., New York. The filing delays effectiveness until a subsequent amendment and contemplates continuous offerings under Rule 415.

Positive

• Optional $10 million ELOC provides a flexible, low-commitment source of capital if management chooses to utilise it.
• Registration may improve share liquidity and transparency by clarifying resale mechanics for existing holders.

Negative

• The prospectus registers ≈51.71 % of outstanding shares for resale, a sizeable supply that can depress market price.
• Company receives no proceeds from secondary sales; only potential cash is the limited ELOC, reducing capital-raising effectiveness.
• Several selling securityholders obtained shares at nominal or below-market prices, heightening the risk of rapid, opportunistic selling.

Insights

Financial Analyst

TL;DR – Over half the float is now eligible for resale; limited cash to company; likely pricing overhang.

The amendment is shareholder-driven; Currenc raises no immediate capital except an optional $10 million ELOC that, if exercised, is itself dilutive. Registering 50 million shares—more than half the outstanding float—creates a substantial supply overhang. Many shares were acquired at low or zero cost, incentivising quick monetisation once lock-ups expire. Arena’s designation as an underwriter underscores resale intent, not capital formation. While the ELOC provides theoretical liquidity, its small size relative to float limits strategic impact. Overall, the filing increases liquidity risk and potential price pressure, with minimal balance-sheet benefit.

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)
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								160,000	D
Common Stock	06/17/2025		A		167,576(1)	A	$0.0(2)	167,576	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 (the "Equity 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.

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/ Blair Jordan	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.
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FAQ

How many shares is Currenc Group (IFIN) registering in this S-1/A?

The amendment covers 50,070,187 ordinary shares, about 51.71 % of the company’s outstanding equity.

Will Currenc Group receive cash from the share sales?

Currenc receives no proceeds from resales; it may raise up to $10 million only if it elects to sell ELOC shares to Arena.

Who is Arena Business Solutions and what is the ELOC?

Arena is the counter-party to a $10 million equity line of credit; Currenc can sell up to 20 million shares to Arena at its discretion.

Why could the filing pressure IFIN’s share price?

Because more than half the float becomes freely tradable and many holders acquired their shares cheaply, creating a strong incentive to sell.

What filer status does Currenc Group claim?

The company is a non-accelerated filer, smaller reporting company, and emerging growth company under SEC rules.