180 Life Sciences Corp SEC Filings

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.

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.

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.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Medium-Term Senior Notes, Series N in the form of equity-linked securities due July 1 2027. The $1,000-denominated notes pay a fixed monthly coupon of 1.0875 % (13.05 % p.a.). In return for this enhanced yield, investors assume (1) market risk tied to the worst-performing of three underlyings—the Dow Jones Industrial Average, First Solar, Inc. common stock and the S&P 500 Index—and (2) unsecured credit risk of Citigroup Global Markets Holdings Inc. and its parent guarantor.

Key structural features

• Principal at risk. If on the 28 Jun 2027 valuation date the worst-performing underlying is below 55 % of its 25 Jun 2025 strike level, investors suffer a loss matching that negative return; repayment can fall below $550 and down to $0, although the final coupon is still paid.
• Downside threshold levels: DJIA 23,640.337; First Solar $83.985; S&P 500 3,350.688.
• No upside participation. Redemption is capped at par; appreciation of any or all underlyings does not enhance return beyond the fixed coupons.
• Issue economics. Estimated value at pricing is $996.20 versus the $1,000 issue price; underwriting fee up to $4 (0.40 %), leaving $996 proceeds to issuer. Total offering size is $2.501 million.
• Liquidity. The notes will not be exchange-listed; any secondary market will be made only on a best-efforts basis by Citigroup Global Markets Inc. and may reflect a bid–ask spread and a temporary (3-month) valuation adjustment.
• Tax. Citigroup intends to treat each note as a deposit plus a written put; 33.29 % of each coupon is treated as interest, 66.71 % as option premium. Tax treatment is uncertain; investors should consult advisers.

Illustrative outcomes

• If the worst underlying never breaches the 55 % threshold, investors receive all monthly coupons (≈$314 total) plus the $1,000 principal.
• A −50 % return on the worst underlying triggers repayment of $510.875 (including final coupon), a 49 % capital loss.
• A −100 % scenario reduces total payoff to $10.875, essentially wiping out principal despite all coupons received.

Principal risks (abridged from 30+ page discussion): market volatility, multi-asset correlation, lack of dividends, credit risk of issuer/guarantor, secondary-market illiquidity, model-based estimated value below issue price, and indeterminate U.S. tax treatment.

Overall, the security suits yield-seeking investors able to tolerate high downside risk; it is not a material event for Citigroup’s corporate fundamentals given the small size of the issuance.

AeroVironment, Inc. (Nasdaq: AVAV) has filed a preliminary prospectus supplement (Form 424B5) for a public offering of $750 million of common stock, with a 30-day underwriters’ option for up to an additional $112.5 million. The company is simultaneously marketing a separate $600 million (up to $690 million) offering of Convertible Senior Notes due 2030. Neither transaction is contingent on the other.

Key transaction terms

• Common stock trades on Nasdaq under the symbol “AVAV”; last reported price on 27-Jun-2025 was $278.07.
• Pro-forma share count will rise to 48,511,437 immediately after the equity offering (from 45,814,275).
• Underwriters: J.P. Morgan Securities LLC and BofA Securities, Inc.; their banking affiliates are lenders under the company’s credit facilities and will receive a portion of the proceeds.

Use of proceeds

• $700.2 million to repay outstanding borrowings under the New Term Loan (matures 1-May-2027).
• $265.1 million to repay borrowings on the Revolving Credit Facility (matures 4-Oct-2029).
• Any remainder for general corporate purposes, including increased manufacturing capacity.

Strategic backdrop – BlueHalo merger

• AeroVironment closed the all-stock acquisition of BlueHalo on 1-May-2025, issuing 17,425,849 shares and drawing $925 million of debt to retire BlueHalo obligations and pay transaction costs.
• Lock-up agreements restrict resale of the BlueHalo shares until May-2026 (40%), Nov-2026 (30%) and May-2027 (30%).

Recent financial performance

• Quarter ended 30-Apr-2025 GAAP EPS: $0.59; Non-GAAP EPS: $1.61.
• FY-2025 GAAP EPS: $1.55; Non-GAAP EPS: $3.28.
• FY-2025 Adjusted EBITDA: $146.4 million, up from $127.8 million in FY-2024.
• Q4-2025 goodwill impairment charge: $18.4 million.

Capitalisation impact

• As-adjusted cash rises to $454.1 million; total debt falls from $955.0 million to $600.0 million if both offerings close and proceeds are applied as planned.
• Total shareholders’ equity would rise from $886.5 million to $4.23 billion (reflecting BlueHalo equity issuance and the new share sale).

Risk highlights

• Approximately 5–6 % dilution to existing shareholders from the equity issuance, with further dilution possible from note conversion.
• Successful integration of BlueHalo is critical; merger-related synergies and cost savings are not assured.
• If the note offering is unsuccessful, AeroVironment may retain higher leverage until alternative funds are secured.

Overall, the combined equity and convertible offerings are designed to deleverage the balance sheet after the transformational BlueHalo merger, provide funding for capacity expansion, and position the company for growth across autonomous systems, precision-strike and other defense technology markets.

The SEC has declared 180 Life Sciences Corp's Form S-3 registration statement effective as of June 26, 2025, at 4:30 P.M. The registration statement was filed under file number 333-288194.

Form S-3 is a simplified security registration form used by companies that have already met other SEC reporting requirements. This effectiveness notice indicates that:

• The company can now proceed with its planned securities offering
• All necessary regulatory requirements for the registration statement have been met
• The company's warrants (trading under symbol ATNFW) are now registered

This development is significant for investors as it allows 180 Life Sciences to move forward with its securities offering, potentially affecting the company's capital structure and providing new investment opportunities.

180 Life Sciences Corp. (symbol: ATNFW) has filed a Preliminary Schedule 14A proxy statement for its 2025 virtual annual meeting. Stockholders of record as of June 30, 2025 will vote on nine proposals.

• Governance: Re-elect Class I directors Dr. Lawrence Steinman and Dr. Stephen Shoemaker for two-year terms.
• Equity Compensation: Approve a Fourth Amendment to the 2022 Omnibus Incentive Plan and adopt a new 2025 Option Incentive Plan.
• Say-on-Pay: Advisory vote on Named Executive Officer compensation.
• Capital Structure: • Reverse Stock Split—grant the Board authority to effect a one-for-four to one-for-forty reverse split any time before 2026, including discretion on fractional shares. • Authorized Share Increase—raise authorized common shares ten-fold, from 100 million to 1 billion.
• Audit: Ratify M&K CPAs, PLLC as independent auditor for fiscal 2025.
• Adjournment: Permit adjournment to solicit additional proxies if needed.

The Board unanimously recommends voting FOR ALL director nominees and FOR Proposals 2 through 8. Proposal 9 is a general authorization for any other proper business, though none is presently anticipated.

The meeting will be held exclusively online on __________, 2025 at 9:00 a.m. Pacific Time via https://agm.issuerdirect.com/ATNF. Stockholders can vote in advance by mail, fax, telephone, or internet, or electronically during the meeting using their Control and Request IDs.

Key items with potential investor impact are the large reverse split range and the 1 billion-share authorization, both of which could significantly alter share count and market liquidity if approved.

180 Life Sciences Corp. (NASDAQ: ATNF) filed a Form 8-K on 25 June 2025 to disclose scheduling details for its 2025 Annual Meeting of Shareholders.

• Meeting date: 24 July 2025 (subject to change)
• Record date: 30 June 2025
• Proposal & nomination deadline: 7 July 2025 for Rule 14a-8 submissions and any other business or director nominations under the company’s bylaws

The disclosure is limited to Item 5.08 (Shareholder Director Nominations) and Item 8.01 (Other Events). No financial results, strategic transactions, or operational updates were provided.

180 Life Sciences Corp. (ATNF) filed a Form 4 disclosing equity awards to director Stephen H. Shoemaker on 17 June 2025.

• Restricted stock: 72,297 common shares issued at $0.00 as board compensation. Vesting is time-based: 50% on 17 Dec 2025 and 50% on 17 Jun 2026, contingent on continued service.
• Stock options: Non-qualified option to purchase 165,000 shares at an exercise price of $0.929 per share. Vesting schedule mirrors the restricted stock (50% / 50% on the same dates). Options were granted under the proposed 2025 Option Incentive Plan; they may not be exercised and will be cancelled if shareholders do not approve the plan.
• Following the transactions, Shoemaker’s direct beneficial ownership increases to 137,297 common shares and 165,000 options.

No cash changed hands; the awards are compensation for director services. The filing signals incremental share dilution potential and ties Shoemaker’s incentives to the company’s share price performance through 2035.