180 Life Sciences Corp. Faces Delisting Concerns

TL;DR

180 Life Sciences Corp. is on the chopping block for delisting.

AI Summary

180 Life Sciences Corp. filed an 8-K on May 17, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company, previously known as KBL Merger Corp. IV, is incorporated in Delaware and its principal executive offices are located in Palo Alto, California.

Why It Matters

This filing indicates potential issues with 180 Life Sciences Corp.'s continued listing on an exchange, which could significantly impact its stock value and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's operations and stock value.

Key Numbers

• 001-38105 — SEC File Number (Identifies the company's filing history with the SEC.)
• 90-1890354 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• 180 Life Sciences Corp. (company) — Registrant
• KBL Merger Corp. IV (company) — Former company name
• May 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Palo Alto, California (location) — Business address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATNF The NASDAQ Stock Mar
• $2,500,000 — that we did not comply with the minimum $2,500,000 stockholders' equity requirement for co

Filing Documents

• ea020665801-8k_180life.htm (8-K) — 36KB
• 0001213900-24-045652.txt ( ) — 253KB
• atnf-20240517.xsd (EX-101.SCH) — 4KB
• atnf-20240517_def.xml (EX-101.DEF) — 26KB
• atnf-20240517_lab.xml (EX-101.LAB) — 36KB
• atnf-20240517_pre.xml (EX-101.PRE) — 25KB
• ea020665801-8k_180life_htm.xml (XML) — 6KB

01 Notice of Delisting or Failure to Satisfy

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 ") 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 c

Forward-Looking Statements

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 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, 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 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

SIGNATURES

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 21, 2024 180 LIFE SCIENCES CORP. By: /s/ Blair Jordan Name: Blair Jordan Title: Interim Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR