Item 8.01. Other Events.
As previously disclosed in the Current Report on Form 8-K, filed by 180 Life
Sciences Corp. (the "Company") with the Securities and Exchange Commission (the
"Commission" or the "SEC") on April 19, 2021, the Listing Qualifications
Department of the Nasdaq Stock Market, LLC ("Nasdaq") notified the Company that
it did not comply with Nasdaq Listing Rule 5250(c)(1) because it had 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").
Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all
required periodic financial reports with the SEC.
As previously disclosed in the Current Report on Form 8-K, filed by the Company
with the Commission on May 21, 2021, the Listing Qualifications Department of
Nasdaq notified the Company that the Company is not in compliance with Nasdaq
Listing Rule 5250(c)(1) because it had not yet filed its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2021 (the "Q1 2021 Form 10-Q") with
the SEC. Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file
all required periodic financial reports with the SEC.
Nasdaq provided the Company 60 days, or until June 15, 2021, to submit to Nasdaq
a plan detailing how the Company intended to regain compliance with Nasdaq's
listing rules regarding timely filings. The Company timely submitted such plan
and as previously reported in the Current Report on Form 8-K filed by the
Company with the Commission on June 28, 2021, on June 22, 2021, the Company
received notice from Nasdaq that the Company was granted an extension until July
31, 2021, to regain compliance with Nasdaq's continued listing rule as relates
to the untimely filings.
Thereafter, on July 9, 2021, the Company submitted its 2020 Form 10-K with the
SEC and on July 19, 2021, submitted its Q1 2021 Form 10-Q with the SEC.
On July 19, 2021, Nasdaq notified the Company that due to the filing of the
previously untimely reports, it has determined that we have regained compliance
with Nasdaq Listing Rule 5250(c)(1), and that this matter is now closed.
On July 20, 2021, the Company issued a press release announcing its compliance
with Nasdaq's rules as discussed above. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release related to Nasdaq compliance dated July 20, 2021
2
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