Current Report Filing (8-k)
October 04 2022 - 8:31AM
Edgar (US Regulatory)
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2022-09-30
2022-09-30
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2022-09-30
2022-09-30
0001690080
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2022-09-30
2022-09-30
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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): September 30, 2022
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.
On September 30, 2022, 180 Life
Sciences Corp. (the “Company”, “we” or “us”) received written notice (the “Notification
Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the
Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued
listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00
per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues
for a period of thirty (30) consecutive business days. Based on the closing bid price of the Company’s common stock for the thirty
(30) consecutive business days from August 18, 2022 to September 29, 2022, the Company no longer meets the minimum bid price requirement.
The Notification Letter does not
impact the Company’s listing of its common stock on the Nasdaq Capital Market at this time. The Notification Letter states that
the Company has 180 calendar days or until March 29, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance,
the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive
business days. If the Company does not regain compliance by March 29, 2023, an additional 180 days may be granted to regain compliance,
so long as the Company meets The Nasdaq Capital Market initial listing criteria (except for the bid price requirement) and notifies Nasdaq
in writing of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, the Company’s
common stock will be subject to delisting, at which point the Company would have an opportunity to appeal the delisting determination
to a Hearings Panel.
The Company intends to monitor
the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the
minimum bid price requirement under the Nasdaq Listing Rules.
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: October 4, 2022
|
180 LIFE SCIENCES CORP. |
|
|
|
By: |
/s/ James N. Woody, M.D., Ph.D. |
|
|
Name: |
James N. Woody, M.D., Ph.D. |
|
|
Title: |
Chief Executive Officer |
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