Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K, filed by 180 Life
Sciences Corp. (the "Company", "we" or "us"), with the Securities and Exchange
Commission on December 23, 2020, effective on December 17, 2020, Shoshana
Shendelman, Ph.D. resigned from the Board of Directors of the Company (the
"Board") due to potential conflicts of interest which have arisen between her
position on the Board and Ms. Shendelman's other endeavors and effective on
December 18, 2020, Prof. Richard W. Barker, MA, D.Phil, OBE, resigned from the
Board because of other commitments that would not allow him to spend sufficient
time on Company matters. Both Ms. Shendelman and Mr. Barker were considered
'independent' members of the Board under applicable Nasdaq rules, and at the
time of his resignation, Mr. Barker served as a member of the Audit Committee of
the Board.
Subsequent to the resignations, the Company advised the Nasdaq Stock Market, LLC
("Nasdaq") of such resignations, and on January 5, 2021, the Company received a
letter from Nasdaq that as a result of the resignations of Ms. Shendelman and
Mr. Barker (as discussed above), the Company is no longer in compliance with
Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2), which require that the Company's
Board be comprised of a majority of independent directors and that the Company
have an Audit Committee consisting of at least three independent members,
respectively, as the resignations of Ms. Shendelman and Mr. Barker left the
Board with five directors, only two of which are independent, and an Audit
Committee consisting of only two independent members.
The Company has been aware of these deficiencies and is working to rectify such
deficiencies by locating and appointing two independent directors who will be
qualified to serve on the Board, at least one of whom will qualify under the
Nasdaq Listing Rules to serve as an Audit Committee member.
Nasdaq has been informed of the Company's plans and Nasdaq has provided the
Company 45 days, or until February 19, 2021, to submit to Nasdaq a plan
detailing how the Company intends to regain compliance with the rules, in which
case Nasdaq has indicated to the Company, that if such plan is accepted, that
the Company may be granted up to an additional 180 days from the date of the
original January 5, 2021, letter, to regain compliance with the applicable
Nasdaq Listing Rules. If Nasdaq does not accept the Company's plan, the Company
would have the opportunity to appeal that decision to a Nasdaq Hearings Panel
before any change to the Company's listing occurs. The Company plans to submit
the compliance plan within the requested time frame and is well underway in
replacing the departed Board members. The Company feels confident it will fill
the vacancies within the required timeframe.
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