180 Life Sciences Corp. Receives Expected Notification From Nasdaq Related To Delayed Annual Report on Form 10-K
April 19 2021 - 5:00PM
180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the
"Company"), a clinical-stage biotechnology company focused on the
development of novel drugs that fulfill unmet needs in inflammatory
diseases, fibrosis and pain, announced today that it received an
expected letter from the Listing Qualifications Department of The
Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not
in compliance with Nasdaq Listing Rule 5250(c)(1) because it has
not yet filed its Annual Report on Form 10-K for the year ended
December 31, 2020 (the “2020 Form 10-K”) with the Securities and
Exchange Commission (the “SEC”). The Nasdaq notification letter has
no immediate effect on the listing or trading of the Company’s
common stock on the Nasdaq Capital Market.
The Company filed amended and re-stated financial statements of
its predecessor, KBL Merger Corp. IV, for the periods ended June
30, 2020 and September 30, 2020, on February 5, 2021, and, in
addition, filed an amended post-merger Current Report on Form 8-K
on February 18, 2021. As a result, the Company was unable to
complete the preparation of its December 31, 2020 financial
statements, for audit by its independent auditors, on a timely
basis. Additionally, on April 12, 2021, the SEC issued a statement
regarding accounting and reporting considerations for warrants
issued by Special Purpose Acquisition Companies. The Company is in
the process of reviewing that SEC statement and assessing the
implications, if any. As a result of these two matters, our
auditors are in the process of their audit of our December 31, 2020
financial statements, and it will be completed as soon as
practical.
Nasdaq indicated that the Company has 60 calendar days, or until
June 15, 2021, to file the 2020 Form 10-K with the SEC. If the
Company is unable to file the 2020 Form 10-K with the SEC by June
15, 2021, the Company intends to submit a plan to regain compliance
with the Nasdaq Listing Rules on or prior to that date. If Nasdaq
accepts the Company’s plan, then Nasdaq may grant an extension of
up to 180 calendar days from the due date of the 2020 Form 10-K, or
until October 12, 2021, to regain compliance. However, there can be
no assurance that Nasdaq will accept the Company’s plan to regain
compliance or that the Company will be able to regain compliance
within any extension period granted by Nasdaq. If the Company fails
to timely regain compliance with Nasdaq’s listing rules, the common
stock of the Company will be subject to delisting on the Nasdaq
Capital Market.
We are continuing to work diligently to finalize and file the
2020 Form 10-K as soon as possible within the timeline prescribed
by Nasdaq.
About 180 Life Sciences Corp.
180 Life Sciences Corp. is a clinical-stage biotechnology
company focused on the development of novel drugs that fulfill
unmet needs in inflammatory diseases, fibrosis and pain by
leveraging the combined expertise of luminaries in therapeutics
from Oxford University, the Hebrew University and Stanford
University. 180 Life Sciences is leading the research into solving
one of the world’s biggest drivers of disease – inflammation. The
Company is driving groundbreaking studies into clinical programs,
which are seeking to develop novel drugs addressing separate areas
of inflammation for which there are no effective therapies. The
Company’s primary platform is a novel program to treat fibrosis
using anti-TNF (tumor necrosis factor).
Forward-Looking Statements
This press release includes "forward-looking statements",
including information about management’s view of the Company’s
future expectations, plans and prospects, within the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995 (the “Act”). Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results and,
consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking
statements and factors that may cause such differences include,
without limitation, statements relating to expectations regarding
the capitalization, resources, and funding of the Company;
expectations with respect to future performance, growth and
anticipated acquisitions; the continued listing of the Company on
The NASDAQ Stock Market; the ability of the Company to execute its
plans to develop and market new drug products and the timing and
costs of these development programs; estimates of the size of the
markets for its potential drug products; potential litigation
involving the Company or the validity or enforceability of the
intellectual property of the Company; global economic conditions;
geopolitical events and regulatory changes; the expectations,
development plans and anticipated timelines for the Company's drug
candidates, pipeline and programs, including collaborations with
third parties; access to additional financing, and the potential
lack of such financing; and the Company’s ability to raise funding
in the future and the terms of such funding. These risk factors and
others are included from time to time in documents the Company
files with the Securities and Exchange Commission, including, but
not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks, as well
as in the definitive proxy statement/prospectus that the Company
filed in connection with the recent merger. These reports and
filings are available at www.sec.gov. All subsequent written and
oral forward-looking statements concerning the Company or other
matters and attributable to the Company or any person acting on its
behalf are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made, including the forward-looking statements included in
this press release, which are made only as of the date hereof. The
Company cannot guarantee future results, levels of activity,
performance or achievements. Accordingly, you should not place
undue reliance on these forward-looking statements. The Company
does not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statement to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based, except as otherwise provided by law.
Investors:
Jason AssadDirector of IR180 Life Sciences Corp(678)
570-6791Jassad@180lifesciences.com
Media Relations:
David SchullDavid.Schull@russopartnersllc.com(212) 845-4271
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