SCHEDULE 13G: Investment Funds Disclose 9.9% Stake in 180 Life Sciences Corp.

Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri have jointly disclosed a 9.9% beneficial ownership stake in 180 Life Sciences Corp. as of December 31, 2024.

Summary

• Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri (collectively, the "Reporting Persons") have filed a Schedule 13G, disclosing their beneficial ownership in 180 Life Sciences Corp.
• As of December 31, 2024, the Reporting Persons collectively beneficially own 334,742 shares of Common Stock of 180 Life Sciences Corp.
• This ownership represents 9.9% of the Issuer's outstanding Common Stock.
• The total beneficially owned shares consist of 163,592 shares of Common Stock directly held and 171,150 shares issuable upon the exercise of certain warrants and conversion of certain convertible notes.
• The shares issuable from warrants and convertible notes are subject to a 9.99% beneficial ownership blocker.
• The percentage of class calculation is based on 3,176,999 shares of Common Stock outstanding as of December 30, 2024, as reported in the Issuer's Form 424B5 Prospectus Supplement.
• The Reporting Persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 7

Explanation: The filing is a standard disclosure of a significant passive investment, which is generally positive as it indicates investor interest and confidence, without suggesting any negative operational or financial issues.

Positives

• The disclosure of a significant 9.9% stake by an investment fund and its managing entities indicates substantial investor interest and potential confidence in 180 Life Sciences Corp.
• The filing explicitly states that the securities were acquired and are held in the ordinary course of business, suggesting a passive investment rather than an activist stance aimed at control, which can provide stability.

Risks

• The 9.99% beneficial ownership blocker on shares issuable from warrants and convertible notes could limit the immediate conversion or exercise of these instruments if the ownership threshold is reached, potentially affecting the Reporting Persons' ability to fully realize their stake or influence.

Future Outlook

NA

Management Comments

• "The securities referred to above were acquired and are held in the ordinary course of business and 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 Rule 14a-11."

Industry Context

This filing indicates a significant passive investment by an investment fund in a life sciences company. Such disclosures are routine for institutional investors crossing beneficial ownership thresholds and reflect their portfolio allocations rather than specific industry trends, though a substantial stake can signal investor confidence in the sector or specific company.

Stakeholder Impact

• Shareholders: The disclosure of a significant stake by an investment fund may be viewed positively, potentially signaling institutional confidence in the company's prospects and stability.

Key Dates

Keywords

180 Life Sciences Corp., Ayrton Capital LLC, Alto Opportunity Master Fund, Waqas Khatri, Schedule 13G, Beneficial Ownership, Common Stock, Investment Management, SEC Filing, Institutional Investor