[Form 4] 180 Life Sciences Corp. Warrant Insider Trading Activity

Rhea-AI Filing Summary

180 Life Sciences Corp. (ATNF) – Form 4 overview

Director Ryan Lewis Smith reported changes in beneficial ownership effective 12 July 2025. The filing discloses:

• Common shares held: 167,181 shares, shown as direct ownership after the reported transactions.
• Stock options: 255,000 non-qualified options with a $0.929 exercise price and a 17 June 2035 expiration.
• Key event: The Board, following Compensation Committee recommendation, accelerated vesting of 100 % of these options on 12 July 2025. Originally, one-half was to vest on 17 Dec 2025 and the balance on 17 Jun 2026.
• Contingencies: (i) No option may be exercised until shareholders approve the 2025 Option Incentive Plan; (ii) the options will be cancelled if such approval is not obtained.

No purchase or sale of common stock occurred; the filing strictly reflects a change in derivative security vesting status. Potential dilution arises if the options become exercisable and are ultimately exercised, but this remains conditional on a future shareholder vote.

Positive

• Alignment of incentives: Earlier vesting could better align the director’s interests with shareholders once the plan is approved.

Negative

• Potential dilution: 255,000 additional shares may enter the float if the options become exercisable and are exercised.
• Contingent uncertainty: Shareholder rejection of the 2025 plan would cancel the options, creating governance friction.

Insights

Equity Compensation Analyst

TL;DR: Board fast-tracked 255k options for a director; impact neutral until plan wins shareholder approval.

The Form 4 shows an administrative acceleration of an existing option grant, not a new award. At a $0.929 strike, the options are only valuable if ATNF trades above that level after shareholder approval of the 2025 plan. Because the grant was already disclosed on 30 Jun 2025, the only incremental change is timing of vesting—no immediate cash cost to the company, but earlier recognition of stock-based compensation expense is possible. Dilution is capped at 255,000 shares, a modest figure for a Nasdaq-listed biotech. Overall market impact should be neutral unless investors view accelerated vesting as a signal of confidence in future share performance.

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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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)
07/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								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							07/12/2025(1)	06/17/2035	Common Stock	165,000		165,000	D

Explanation of Responses:

1. As originally reported in the Reporting Person's Form 4/A filed with the SEC on June 30, 2025, the options were to vest 1/2 on each of December 17, 2025 and June 17, 2026, subject to the recipient's continued service to the Issuer. On July 12, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the accelerated vesting of all the options effective as of such date. The options are subject to stockholder approval and (i) no options can be exercised prior to obtaining stockholder approval for the Company's 2025 Option Incentive Plan, and (ii) the outstanding options will be cancelled, if stockholder approval is not obtained.

	/s/ Stephen H. Shoemaker	07/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ATNF disclose in the 14 Jul 2025 Form 4?

Director Ryan Lewis Smith reported accelerated vesting of 255,000 stock options at a $0.929 strike price, subject to shareholder approval.

How many ATNF common shares does the director now own?

The filing lists 167,181 common shares held directly after the reported transaction.

When do the accelerated options expire?

All 255,000 options carry an expiration date of 17 June 2035.

Can the options be exercised immediately?

No. Exercise is prohibited until shareholders approve the 2025 Option Incentive Plan; failure to approve cancels the options.

Does the Form 4 indicate any open-market stock purchase or sale?

No, the Form 4 only records a change in vesting status; there were no purchases or sales of ATNF common stock.

What is the transaction code shown in Table II?

The transaction is reported as an accelerated vesting event; the specific SEC transaction code was not provided in the excerpt.