21/05/2024 - 180 Life Sciences Corp.: Failure to Satisfy Listing Rule - Form 8-K

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Failure to satisfy listing rule - form 8-k

Item 3.01Notice 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") and Nasdaq subsequently provided the Company an extension until May 13, 2024, to regain compliance with the Rule.

Also as previously disclosed, the Company was unable to regain compliance with the Rule prior to May 13, 2024 and 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 to suspend the trading of the Company's common stock and public warrants at the opening of business on May 23, 2024 and to file a Form 25-NSE with the SEC, which would remove the Company's common stock and public warrants from listing and registration on The Nasdaq Stock Market, unless the Company timely requested an appeal of the Staff's determination.

On May 17, 2024, the Company requested an appeal of the Staff's delisting determination, and on May 20, 2024, the Staff advised the Company that the delisting action referenced in the Staff's determination letter has been stayed, pending a final written decision by the Nasdaq Hearings Panel ("Panel").

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 and public warrants will continue to trade on Nasdaq under the symbols "ATNF" and "ATNFW", 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 achieving 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.

Disclaimer

180 Life Sciences Corp. published this content on 21 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2024 21:15:02 UTC.

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