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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G/A
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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180 Life Sciences Corp. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
68236V302 (CUSIP Number) |
07/17/2025 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | 68236V302 |
| 1 |
Names of Reporting Persons
AMTRUST FINANCIAL SERVICES, INC. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 |
| 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)
0 % |
| 12 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 68236V302 |
| 1 |
Names of Reporting Persons
AMTRUST INTERNATIONAL UNDERWRITERS DAC |
| 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
IRELAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 |
| 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)
0 % |
| 12 |
Type of Reporting Person (See Instructions)
IC |
| Item 1. | ||
| (a) |
Name of issuer:
180 Life Sciences Corp. | |
| (b) |
Address of issuer's principal executive offices:
3000 EL CAMINO REAL, BLDG 4, STE 200 Palo Alto, CA, 94306 | |
| Item 2. | ||
| (a) |
Name of person filing:
The persons filing this statement are AmTrust Financial Services, Inc. ("AFSI") and AmTrust International Underwriters DAC ("AIUDAC", together with AFSI, the "Reporting Persons"). AFSI has the sole voting and dispositive power with regard to 0 of the issuer's shares of common stock. AIUDAC is a subsidiary of AFSI. | |
| (b) |
Address or principal business office or, if none, residence:
The principal business address of the AFSI is 59 Maiden Lane, 43rd Floor, New York, NY 10038. The registered address of AIUDAC is 6-8 College Green, Dublin 2, D02 VP48. | |
| (c) |
Citizenship:
AFSI is incorporated in Delaware. AIUDAC is incorporated in Ireland. | |
| (d) |
Title of class of securities:
Common Stock, $0.0001 par value | |
| (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:
AFSI has the sole voting and dispositive power with regard to 0 of the issuer's shares of common stock and is acting as an advisor on behalf of AIUDAC. AIUDAC is a subsidiary of AFSI. | |
| (b) |
Percent of class:
As of July 17, 2025, the Reporting Persons may be deemed to beneficially own in the aggregate of 0 of the issuer's shares of common stock, representing 0% of the issuer's outstanding shares (based on 6,039,208, shares outstanding as of June 30, 2025, as disclosed in the issuer's Definitive Proxy Statement filed on July 7, 2025.) %
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| (c) |
Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein. | ||
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(ii) Shared power to vote or to direct the vote:
The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein. | ||
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(iii) Sole power to dispose or to direct the disposition of:
The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein. | ||
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(iv) Shared power to dispose or to direct the disposition of:
The information set forth on the cover pages hereto and Item 4(a) is hereby incorporated in its entirety herein. | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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AMTRUST FINANCIAL SERVICES, INC. |
| Signature: | /s/ Stephen Ungar | |
| Name/Title: | Executive Vice President, General Counsel | |
| Date: | 07/22/2025 |
AMTRUST INTERNATIONAL UNDERWRITERS DAC |
| Signature: | /s/ Peter Farrell | |
| Name/Title: | Company Director | |
| Date: | 07/22/2025 |
| Exhibit Information: A. Agreement of Joint Filing (incorporated by reference to Exhibit A of the Schedule 13G filed by the Reporting Persons on April 16, 2025). |