[144] Taboola.com Ltd. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Equity grants align director incentives with long-term shareholder value through time-based vesting.
• Shareholder approval required for the 2025 Option Plan gives investors control over potential dilution.

Negative

• Potential dilution of up to 0.7% of outstanding shares if all shares and options eventually vest/exercise.
• Dependency on shareholder approval creates execution risk; if denied, incentive structure may need revision.

Insights

Corporate Governance Expert

TL;DR: Routine equity grant; contingent options lower immediate dilution risk; neutral governance impact.

Director compensation via equity is common for micro-cap biotech firms such as 180 Life Sciences. The grant totals 357,181 potential new shares (restricted + options), but only 102,181 shares are immediately outstanding. Vesting and the requirement for continued service promote retention and alignment. Importantly, 255,000 options hinge on shareholder approval of the 2025 plan, placing control of dilution in investors’ hands. I view the filing as governance-neutral: it follows standard practice and discloses all contingencies.

Securities Analyst

TL;DR: Minimal financial impact; modest dilution (~0.7%); neutral for valuation.

Assuming 52 million basic shares, the 102 k share grant equates to 0.2% dilution; full exercise of 255 k options would add another 0.5%. The $0.929 strike is above ATNF’s recent $0.80–$0.90 trading range, so options are near-the-money but not in-the-money. Because the options require shareholder approval, there is no current cashless exercise risk. Overall, the filing does not change earnings forecasts, cash burn, or clinical timelines; thus I assign a neutral impact on the investment thesis.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	14802	54323.34	321404866	06/30/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/30/2023	Restricted Stock	Issuer			14802	06/30/2023	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/23/2025	19370	69927.64
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/18/2025	15000	54765.00
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/11/2025	10000	36012.00
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/10/2025	7000	24817.10

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many ATNF shares were granted to Director Ryan Smith?

He received 102,181 restricted shares that vest 50% on 12/17/25 and 50% on 06/17/26.

What options were issued under the 2025 Option Incentive Plan?

Smith was granted 255,000 non-qualified stock options with a $0.929 exercise price, vesting 50/50 on the same dates.

Is shareholder approval required for the new ATNF options?

Yes. The options cannot be exercised unless stockholders approve the 2025 Option Incentive Plan; otherwise they will be cancelled.

What is the total equity owned by the director after the grant?

Following the transaction, Smith directly owns 167,181 ATNF common shares, plus the unexercised options.

Why was the Form 4 amended?

The Board retroactively adjusted the share award on June 28, 2025 to fit within the remaining shares of the 2022 Equity Plan.