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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): May 14, 2024
180 LIFE SCIENCES CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real,Bldg. 4,Suite 200
Palo Alto,CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ATNF |
|
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock |
|
ATNFW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on
November 15, 2023, the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
notified 180 Life Sciences Corp. (the “Company”, “we” and “us”) that we did not
comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b)
(the “Rule”).
Nasdaq provided the Company
until January 2, 2024 to submit to Nasdaq a plan to regain compliance. We submitted the plan to regain compliance in a timely manner,
and on January 11, 2024, Nasdaq advised the Company that it has determined to grant the Company an extension to regain compliance with
the Rule.
The terms of the extension
were as follows: on or before May 13, 2024, the Company must have completed certain transactions described in greater detail in the compliance
plan, contemplated to result in the Company increasing its stockholders’ equity to more than $2.5 million, and opt for one of the
two following alternatives to evidence compliance with the Rule: Alternative 1: The Company must have furnished to the SEC and Nasdaq
a publicly available report (e.g., a Form 8-K) including: 1. A disclosure of the Staff’s deficiency letter and the specific deficiency(ies)
cited; 2. A description of the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement
for continued listing; and 3. An affirmative statement that, as of the date of the report, the Company believed it had regained compliance
with the stockholders’ equity requirement based upon the specific transaction or event referenced in Step 2; or Alternative 2: The
Company must furnish to the SEC and Nasdaq a publicly available report including: 1. Steps 1 & 2 set forth above; 2. A balance sheet
no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or before the report date; and
3. That the Company believes it satisfies the stockholders’ equity requirement as of the report date. The pro forma balance sheet
must have evidenced compliance with the stockholders’ equity requirement.
Additionally, in either case
the Company was required to disclose that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’
equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to
delisting.
While the Company was able
to undertake some of the transactions described in the compliance plan, it was unable to regain compliance with the Rule prior to the
end of the plan period (May 13, 2024). As a result, on May 14, 2024, the Company received a delist determination letter from the Staff
advising the Company that the Staff had determined that the Company did not meet the terms of the extension. Specifically, the Company
did not complete its proposed transactions and was unable to file a Current Report Form 8-K by the May 13, 2024 deadline previously required
by the Staff, evidencing compliance with the Rule. As a result, unless the Company requests an appeal of the Staff’s determination,
trading of the Company’s common stock will be suspended at the opening of business on May 23, 2024, and a Form 25-NSE will be filed
with the SEC, which will remove the Company’s common stock and public warrants from listing and registration on The Nasdaq Stock
Market.
The Company intends to submit
a hearing request to the Nasdaq Hearings Panel (the “Panel”), which request is expected to stay any delisting action
by the Staff at least until the hearing process concludes and any extension granted by the Panel expires.
At the Panel hearing, the
Company intends to present a plan to regain compliance with the minimum stockholders’ equity requirement. In the interim, the Company’s
common stock will continue to trade on Nasdaq under the symbol “ATNF” at least pending the ultimate conclusion of the
hearing process.
There can be no assurance
that the Company’s plan will be accepted by the Panel or that, if it is, the Company will be able to regain compliance with the
applicable Nasdaq listing requirements. If the Company’s common stock and public warrants are delisted, it could be more difficult
to buy or sell the Company’s common stock and public warrants or to obtain accurate quotations, and the price of the Company’s
common stock and public warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise capital
and/or trigger defaults and penalties under outstanding agreements or securities of the Company.
The Company is continuing
to work towards completing the necessary transactions in an effort to achieve compliance with the Rule and is currently evaluating various
courses of action to regain compliance with the Rule. However, there can be no assurance that the Company will be able to complete the
transactions necessary to regain compliance with the Rule.
Separately, on May 14, 2024,
the Staff provided us notice of our non-compliance with the audit committee requirements for continued listing on Nasdaq set forth in
Listing Rule 5605(c)(2), which requires that listed companies maintain an audit committee of at least three independent directors. Nasdaq
provided the Company a cure period in order to regain compliance as follows: until the earlier of the Company’s next annual shareholders’
meeting or May 7, 2025; or if the next annual shareholders’ meeting is held before November 4, 2024, then the Company must evidence
compliance no later than November 4, 2024. In the event the Company does not regain compliance by the applicable date above, Nasdaq rules
require the Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal
the delisting determination to a Hearings Panel. The Company is currently seeking out qualified independent directors to serve on the
Company’s audit committee and expects to regain compliance with Listing Rule 5605(c)(2) in the near future.
Forward-Looking Statements
This current report contains
“forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can
be identified by words such as “projects,” “may,” “will,” “could,”
“would,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” “potential,” “promise”
or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements
regarding the Company’s intent or ability to regain compliance with the minimum stockholders’ equity requirement, the Company’s
intention to appeal the Staff’s determination, the Company’s expectation that a request for a Panel hearing would stay delisting
of its common stock and public warrants pending the conclusion of the hearing process, the timing of any hearing before the Panel, whether
the Company will require an oral or written hearing, the outcome of the Panel’s review of any Company appeal of the Staff’s
determination, and any courses of action to regain compliance with the Nasdaq Capital Market’s continued listing requirements. Forward-looking
statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s
current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated
events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject
to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements.
Important factors that could cause actual results to differ include, without limitation, there can be no assurance that the Company will
meet the stockholders’ equity requirement during any compliance period or otherwise in the future, otherwise meet Nasdaq’s
compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can ultimately
meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors”
in (a) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Securities and
Exchange Commission (the “SEC”) on May 15, 2024, and (b) the Company’s Annual Report on Form 10-K for the year
ended December 31, 2024, filed with the SEC on March 25, 2024, and its other filings with the SEC. Any forward-looking statement made
by the Company in this current report is based only on information currently available and speaks only as of the date on which it is made.
Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements,
whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 15, 2024
|
180 LIFE SCIENCES CORP. |
|
|
|
By: |
/s/ Blair Jordan |
|
|
Name: |
Blair Jordan |
|
|
Title: |
Interim Chief Executive Officer |
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180 Life Sciences (NASDAQ:ATNFW)
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