[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

Director Stephen H. Shoemaker reported revised equity awards originally granted on 17 June 2025 and retroactively adjusted by the Board and Compensation Committee on 28 June 2025 to fit within the company’s 2022 Equity Compensation Plan.

• Restricted stock: 67,439 time-based shares granted at no cost; vest 50 % on 17 Dec 2025 and 50 % on 17 Jun 2026, conditional on continued service. Post-grant direct ownership rises to 132,439 common shares.
• Stock options: Non-qualified option for 165,000 shares at an exercise price of $0.929; vest 50 % on 17 Dec 2025 and 50 % on 17 Jun 2026; expire 17 Jun 2035. Issued under the new 2025 Option Incentive Plan, which is subject to shareholder approval. Options cannot be exercised—and will be cancelled—if approval is not obtained.
• Purpose of amendment: Corrects the share counts to reflect the Board’s post-grant adjustment ensuring sufficient capacity under the existing Equity Plan.

No cash transactions occurred; the awards represent compensation for Board service and create potential, though limited, future dilution. The filing does not disclose any open-market purchases or sales.

Positive

• Alignment of interests: Time-based vesting and strike price of $0.929 link director rewards to long-term shareholder value.
• Governance check: Options require shareholder approval, providing investors a direct say in potential dilution.

Negative

• Future dilution risk: Up to 232,439 additional shares could enter the float upon vesting/exercise.
• Administrative inconsistency: Need for retroactive adjustment may signal weak equity plan monitoring.

Insights

Securities Analyst

TL;DR: Routine director compensation; minimal near-term market impact, modest potential dilution.

The filing details equity compensation, not open-market activity, therefore signalling neither bullish nor bearish sentiment from the insider. Because the restricted shares are service-based and the options are out-of-the-money until exercised, the dilution is deferred and contingent upon both vesting and shareholder approval of the 2025 plan. The amendment implies administrative housekeeping rather than strategic change. Given ATNF’s micro-cap status, 232k potential new shares (≈0.7 % of a 30 m share base, if comparable) would be immaterial to valuation. Overall impact is neutral.

Corporate Governance Expert

TL;DR: Amendment underscores board oversight; shareholder approval condition adds governance safeguard.

The Board’s retroactive adjustment demonstrates active monitoring of plan share limits, albeit highlighting earlier mis-calculation. Conditioning the option grant on future shareholder approval aligns with best practice and mitigates over-issuance risk. However, repeated amendments can erode confidence in administrative rigor. No red flags regarding self-dealing emerge, but investors should watch upcoming proxy materials for the 2025 Option Incentive Plan vote.

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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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^*

Shoemaker Stephen H

(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		67,439(1)	A	$0.0(2)	132,439	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		165,000		(3)	06/17/2035	Common Stock	165,000	$0.0(2)	165,000	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/ Stephen H. Shoemaker	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 shares did Director Stephen Shoemaker receive from ATNF?

He was awarded 67,439 restricted shares and options for 165,000 shares.

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

The non-qualified options carry a $0.929 per-share exercise price.

When do the restricted shares and options granted to ATNF’s director vest?

Both instruments vest 50 % on 17 Dec 2025 and 50 % on 17 Jun 2026, subject to continued service.

Is shareholder approval required for the 165,000 stock options?

Yes. The options fall under the 2025 Option Incentive Plan, which must be approved by shareholders before any exercise.

Why was an amended Form 4/A filed by 180 Life Sciences?

The Board retroactively adjusted share counts on 28 Jun 2025 to stay within the 2022 Equity Compensation Plan limits.