Form 4: 180 Life Sciences: Executive Chairman's Ownership Update

Sentiment:

Insider Ownership Disclosure


McAndrew Rudisill, Executive Chairman of 180 Life Sciences Corp., disclosed significant indirect beneficial ownership of common stock and warrants.

Summary

  • McAndrew Rudisill, Executive Chairman and Director of 180 Life Sciences Corp. (ATNF), filed a Form 4 disclosing his beneficial ownership.
  • He indirectly beneficially owns 566,035 shares of common stock through BER I LLC (37,735 shares), GER I LLC (37,735 shares), MRR I LLC (37,735 shares), and Pelagic Capital Advisors LLC (452,830 shares).
  • He also indirectly beneficially owns warrants to purchase a total of 5,764,875 shares of common stock through PCAO LLC.
  • These warrants include 4,807,873 shares exercisable at $2.775 per share and 957,002 shares exercisable at $3.445 per share.
  • The 957,002 warrants were acquired on August 8, 2025, for $0, in consideration for advisory and consulting services.
  • All warrants are currently exercisable and have no expiration date, but are subject to a blocker provision limiting exercise to prevent beneficial ownership exceeding 4.99% (or up to 19.99% with 61 days prior written notice).

Sentiment

Score: 5

Explanation: Neutral. This is a routine disclosure of beneficial ownership by an insider, not indicative of positive or negative company performance or strategic shifts.

Risks

  • Warrants are subject to a blocker provision preventing exercise if it would result in beneficial ownership exceeding 4.99% of outstanding shares, which can be increased to 19.99% with 61 days prior written notice to the Issuer.

Future Outlook

NA

Management Comments

  • Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by BER, GER, MRR, Pelagic Capital Advisors LLC, and PCAO LLC, except to the extent of his pecuniary interest therein.
  • This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Industry Context

NA

Related Party Transactions

  • The acquisition of 957,002 warrants for $0 was in consideration for advisory and consulting services rendered by PCAO LLC, an entity where the Reporting Person is the managing partner.

Stakeholder Impact

  • Shareholders: Provides transparency regarding the beneficial ownership structure of a key executive and director, including significant warrant holdings.

Key Dates

DateDescription
08/04/2025Date one set of warrants became exercisable.
08/08/2025Date of acquisition and exercisability for a second set of warrants.
08/12/2025Date the Form 4 was signed by McAndrew Rudisill.

Keywords

180 Life Sciences Corp, ATNF, SEC Form 4, Beneficial Ownership, Warrants, Executive Chairman, Director, Insider Trading, Equity Holdings, McAndrew Rudisill

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