Reporting persons including FF Consumer Growth II, LP; FF Consumer Growth, LLC; and Peter Thiel disclosed beneficial ownership in 180 Life Sciences Corp. common stock. The filing shows FFCG II directly holds 8,935,990 shares (5.8%) and FFCG LLC directly holds 2,656,251 shares (1.7%). Collectively, Peter Thiel is reported to beneficially own 11,592,241 shares, or 7.5% of the class.
The percentages in the filing are calculated using 154,032,084 shares outstanding. The statement was submitted on Schedule 13G and the reporting persons disclaim status as a group and certify the securities were not acquired to change or influence control of the issuer.
Positive
Peter Thiel and affiliated entities disclosed a material beneficial ownership of 11,592,241 shares (7.5%).
TL;DR: A notable passive stake disclosed—Thiel-linked entities report a combined 7.5% ownership in 180 Life Sciences.
The Schedule 13G shows material passive ownership by Founders Fund vehicles and Peter Thiel totaling 11,592,241 shares, representing 7.5% of the outstanding common stock. FFCG II holds a 5.8% direct stake while FFCG LLC holds 1.7%. Because this is a Schedule 13G disclosure, the holders represent passive investors and state they did not acquire shares to influence control. For market participants, the disclosure confirms sizeable insider-affiliated interest without an active control intent.
TL;DR: Significant ownership disclosed but explicitly framed as non-control; governance implications are limited absent further action.
The filing identifies the ownership chain and voting/dispositive power structure: general partner and manager relationships are disclosed and Peter Thiel is identified as having power to direct voting and disposition through affiliated entities. The reporting persons expressly disclaim group status and indicate no intent to influence control. From a governance perspective, the disclosure is material because it notifies investors of concentrated beneficial ownership, but it does not, by itself, signal a change in board control or an activist campaign.
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
FF Consumer Growth II, 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
8,935,990.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,935,990.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,935,990.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
The Founders Fund Growth II 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
8,935,990.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,935,990.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,935,990.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
FF Upper Tier GP, LLC
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
8,935,990.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,935,990.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,935,990.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
FF Consumer Growth, LLC
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
2,656,251.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,656,251.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,656,251.00
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)
1.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
The Founders Fund Growth Management, LLC
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
2,656,251.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,656,251.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,656,251.00
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)
1.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
68236V302
1
Names of Reporting Persons
Peter Thiel
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
11,592,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,592,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,592,241.00
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)
7.5 %
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 report (collectively, the "Reporting Persons") are:
FF Consumer Growth II, LP ("FFCG II")
The Founders Fund Growth II Management, LP ("FFCG II GP")
FF Upper Tier GP, LLC ("FFCG II UGP")
FF Consumer Growth, LLC ("FFCG LLC")
The Founders Fund Growth Management, LLC ("FFGM")
Peter Thiel ("Thiel")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
One Letterman Dr., Building D, 5th Floor
San Francisco, CA 94129
(c)
Citizenship:
FFCG II Delaware
FFCG II GP Delaware
FFCG II UGP Delaware
FFCG LLC Delaware
FFGM Delaware
Thiel 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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 8,935,990 shares of common stock directly held by FFCG II and (ii) 2,656,251 shares of common stock directly held by FFCG LLC.
FFCG II GP is the general partner of FFCG II and FFCG II UGP is the general partner of FFCG II GP. FFGM is the manager of FFCG LLC. Thiel is the manager of each of FFCG II UGP and FFGM and possesses power to direct the voting and disposition of the securities held by each of FFCG II and FFCG LLC.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 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 (the "SEC") on August 5, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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.
Not Applicable
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.
FF Consumer Growth II, LP
Signature:
/s/ Peter Thiel
Name/Title:
By The Founders Fund Growth II Management, LP, Its General Partner, By FF Upper Tier GP, LLC, Its General Partner, By Peter Thiel, Manager
Date:
08/11/2025
The Founders Fund Growth II Management, LP
Signature:
/s/ Peter Thiel
Name/Title:
By FF Upper Tier GP, LLC, Its General Partner, By Peter Thiel, Manager
Date:
08/11/2025
FF Upper Tier GP, LLC
Signature:
/s/ Peter Thiel
Name/Title:
By Peter Thiel, Manager
Date:
08/11/2025
FF Consumer Growth, LLC
Signature:
/s/ Peter Thiel
Name/Title:
By The Founders Fund Growth Management, LLC, Its Manager, By Peter Thiel, Manager
Who filed the Schedule 13G for 180 Life Sciences (ATNFW)?
The reporting persons are FF Consumer Growth II, LP; The Founders Fund Growth II Management, LP; FF Upper Tier GP, LLC; FF Consumer Growth, LLC; The Founders Fund Growth Management, LLC; and Peter Thiel.
How many shares does Peter Thiel beneficially own in 180 Life Sciences (ATNFW)?
Peter Thiel is reported to beneficially own 11,592,241 shares, representing 7.5% of the class.
What stakes do Founders Fund entities hold in 180 Life Sciences (ATNFW)?
FF Consumer Growth II directly holds 8,935,990 shares (5.8%) and FF Consumer Growth, LLC directly holds 2,656,251 shares (1.7%).
On what basis are the ownership percentages calculated?
Percentages are based on 154,032,084 shares of common stock outstanding as stated in the filing.
Does the filing indicate intent to influence control of 180 Life Sciences (ATNFW)?
No. The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control and filed on Schedule 13G, indicating passive intent.
