Steadfast Capital Management LP and affiliated entities reported beneficial ownership of 11,320,754 shares of 180 Life Sciences Corp. common stock, equal to 7.3% of 154,032,084 shares outstanding. The filing names the Investment Manager, American Steadfast, Steadfast International Master Fund and Robert S. Pitts Jr.; Mr. Pitts is the controlling principal of the Investment Manager. The Investment Manager has shared voting and dispositive power over the shares held by the two funds. The statement certifies the holdings are not held to change or influence control of the issuer.
Positive
Reported beneficial ownership of 11,320,754 shares, representing 7.3% of outstanding common stock
Negative
None.
Insights
TL;DR: A meaningful passive stake disclosed—material but non-control, signaling investor interest without activist intent.
The Reporting Persons disclose an aggregate position of 11,320,754 shares, representing 7.3% of outstanding common stock based on the issuer's reported 154,032,084 shares outstanding. Filing on Schedule 13G and the included certification indicate this is a passive disclosure rather than an active control pursuit. For investors, this signals sizeable institutional interest that could affect liquidity and shareholding dynamics but does not indicate imminent governance changes.
TL;DR: Grouped ownership under a single manager with shared voting power, but the filing affirms no intent to influence control.
The filing identifies a clear reporting group structure: an investment manager, two funds and an individual controlling principal who holds shared voting and dispositive power over the disclosed shares. The certification in Item 10 aligns the filing with passive investor status under Schedule 13G rules. From a governance perspective, the arrangement creates a concentrated but disclosed block that management and other shareholders should monitor for voting alignment, though no change-of-control objective is stated.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
180 Life Sciences Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
68236V302
(CUSIP Number)
08/04/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
STEADFAST CAPITAL MANAGEMENT LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,320,754.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,320,754.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,320,754.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
American Steadfast, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,109,434.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,109,434.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,109,434.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
Steadfast International Master Fund Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,211,320.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,211,320.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,211,320.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
Robert S. Pitts, Jr.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,320,754.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,320,754.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,320,754.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
180 Life Sciences Corp.
(b)
Address of issuer's principal executive offices:
3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA, 94306
Item 2.
(a)
Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
- Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager").
- American Steadfast, L.P., a Delaware limited partnership ("American Steadfast").
- Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund").
- Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts").
Mr. Pitts is the controlling principal of the Investment Manager. The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.
(b)
Address or principal business office or, if none, residence:
The business address of each of Mr. Pitts, the Investment Manager and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022.
The business address of the Offshore Fund is c/o Morgan Stanley Fund Services (Cayman) Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
(c)
Citizenship:
Each of the Investment Manager and American Steadfast is a limited partnership formed under the laws of the State of Delaware.
The Offshore Fund is an exempted company formed under the laws of the Cayman Islands.
Mr. Pitts is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
68236V302
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of August 4, 2025, the Reporting Persons beneficially owned an aggregate of 11,320,754 shares of the Issuer's Common Stock. Specifically:
(i) The Investment Manager beneficially owned 11,320,754 shares of Common Stock.
(ii) American Steadfast beneficially owned 4,109,434 shares of Common Stock.
(iii) The Offshore Fund beneficially owned 7,211,320 shares of Common Stock.
(iv) Mr. Pitts beneficially owned 11,320,754 shares of Common Stock.
(v) Collectively, the Reporting Persons beneficially owned 11,320,754 shares of Common Stock.
(b)
Percent of class:
As of August 4, 2025, the Reporting Persons may be deemed to have beneficially owned 11,320,754 shares of Common Stock or 7.3% of the Issuer's Common Stock outstanding, which percentage was calculated based on 154,032,084 shares of Common Stock outstanding as of August 4, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2025. Specifically:
(i) The Investment Manager's beneficial ownership of 11,320,754 shares of Common Stock represented 7.3% of the outstanding Common Stock.
(ii) American Steadfast's beneficial ownership of 4,109,434 shares of Common Stock represented 2.7% of the outstanding Common Stock.
(iii) The Offshore Fund's beneficial ownership of 7,211,320 shares of Common Stock represented 4.7% of the outstanding Common Stock.
(iv) Mr. Pitts' beneficial ownership of 11,320,754 shares of Common Stock represented 7.3% of the outstanding Common Stock.
(v) Collectively, the Reporting Persons' beneficial ownership of 11,320,754 shares of Common Stock represented 7.3% of the outstanding Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Not Applicable
(ii) Shared power to vote or to direct the vote:
American Steadfast had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 4,109,434 shares of Common Stock beneficially owned by American Steadfast.
The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 7,211,320 shares of Common Stock beneficially owned by the Offshore Fund.
(iii) Sole power to dispose or to direct the disposition of:
Not Applicable
(iv) Shared power to dispose or to direct the disposition of:
American Steadfast had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 4,109,434 shares of Common Stock beneficially owned by American Steadfast.
The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 7,211,320 shares of Common Stock beneficially owned by the Offshore Fund.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
STEADFAST CAPITAL MANAGEMENT LP
Signature:
/s/ Sheena Koshy
Name/Title:
Sheena Koshy/Chief Operating Officer
Date:
08/12/2025
American Steadfast, L.P.
Signature:
/s/ Sheena Koshy
Name/Title:
Sheena Koshy/Chief Operating Officer of Steadfast Capital Management LP, Attorney-in-Fact
Who filed the Schedule 13G for 180 Life Sciences Corp. (ATNFW)?
Steadfast Capital Management LP, American Steadfast L.P., Steadfast International Master Fund Ltd. and Robert S. Pitts Jr.
How many shares and what percentage did the Reporting Persons disclose for ATNFW?
11,320,754 shares, representing 7.3% of 154,032,084 shares outstanding
Does the Schedule 13G indicate the stake is intended to change control of 180 Life Sciences (ATNFW)?
No; Item 10 includes a certification that the securities were not acquired to change or influence control.
Which entities hold the disclosed shares for ATNFW and how is voting power described?
American Steadfast holds 4,109,434 shares and the Offshore Fund holds 7,211,320 shares; shared voting and dispositive power with the Investment Manager and Mr. Pitts is reported.
Who is identified as the controlling principal of the Investment Manager?
Robert S. Pitts Jr. is identified as the controlling principal of the Investment Manager.
