180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the
“Company”), today announced that it received notice from the Nasdaq
Listing Qualifications Panel (the “Hearings Panel”) of The Nasdaq
Stock Market LLC (“Nasdaq”) that the Hearings Panel has determined
to grant the Company’s request to continue its listing on The
Nasdaq Stock Market, subject to the Company meeting certain
conditions, including filing on or before July 31, 2024, a public
disclosure describing the transactions undertaken by the Company to
achieve compliance with Nasdaq’s continued listing rules and
demonstrate long-term compliance with the Equity Rule (defined
below) and providing an indication of its equity following those
transactions.
“We believe the extension granted by the Nasdaq
Hearings Panel will allow us to finish executing on our plan to
regain compliance with Nasdaq’s minimum stockholders’ equity
requirement,” said Blair Jordan, Interim Chief Executive Officer of
the Company.
The Company is currently out of compliance with
Listing Rule 5550(b)(1), which requires listed issuers to maintain
minimum stockholders’ equity of $2.5 million (the “Equity Rule”)
and does not meet any of the alternative standards in Listing Rule
5550(b). As previously disclosed, on November 15, 2023, the Listing
Qualifications department of Nasdaq (the “Staff”) notified the
Company that it did not comply with the Equity Rule and Nasdaq
subsequently provided the Company an extension until May 13, 2024,
to regain compliance with the Equity Rule.
Also as previously disclosed, the Company was
unable to regain compliance with the Equity 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
Securities and Exchange Commission (SEC), which would remove the
Company’s common stock and public warrants from listing and
registration on Nasdaq, 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 was stayed,
pending the final written decision by the Hearings Panel, which has
been received as discussed above.
Notwithstanding the foregoing, there can be no
assurance that the Company will be able to meet the deadlines or
conditions imposed by the Hearings Panel, or regain compliance with
all applicable requirements for continued listing.
About 180 Life Sciences
Corp.
180 Life Sciences Corp. is a clinical stage
biotechnology company focused on the development of therapeutics
for unmet medical needs in chronic pain, inflammation and fibrosis
by employing innovative research, and, where appropriate,
combination therapy.
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 provided under federal securities laws, including
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, the
Company’s ability to meet Nasdaq’s conditions for continued listing
on Nasdaq, and the timing relating thereto; the ability of the
Company to maintain the continued listing of the Company’s
securities on The Nasdaq Stock Market, including that the Company
is not currently in compliance with Nasdaq’s continued listing
standards; the review and evaluation of strategic transactions and
their impact on shareholder value; the process by which the Company
engages in evaluation of strategic transactions; the outcome of
potential future strategic transactions and the terms thereof; the
ability of the Company to raise funding, the terms of such funding,
and dilution caused thereby; risks regarding the outcome of
pharmaceutical studies, the timing and costs thereof, and the
ability to obtain sufficient participants; our ability to
commercialize drug candidates, if proven successful for treatment
in trials; risks regarding whether the administrative processes
required for the issuance of patents will be completed in a timely
manner or at all, whether patents, if issued, will provide
sufficient protection and market exclusivity for the Company;
whether any patents held by the Company may be challenged,
invalidated, infringed or circumvented by third parties; events
that could interfere with the continued validity or enforceability
of a patent; the Company’s ability generally to maintain adequate
patent protection and successfully enforce patent claims against
third parties; the timing of, outcome of, and results of, clinical
trials statements regarding the timing of marketing authorization
application (MAA) submissions to the UK Medicines and Healthcare
products Regulatory Agency (MHRA) and New Drug Application
submissions (NDA) to the U.S. Food and Drug Administration (FDA),
our ability to obtain approval and acceptance thereof, the
willingness of MHRA to review such MAA and the FDA to review such
NDA, and our ability to address outstanding comments and questions
from the MHRA and FDA; statements about the ability of our clinical
trials to demonstrate safety and efficacy of our product
candidates, and other positive results; the uncertainties
associated with the clinical development and regulatory approval of
180 Life Sciences’ drug candidates, including potential delays in
the enrollment and completion of clinical trials, the costs
thereof, closures of such trials prior to enrolling sufficient
participants in connection therewith, issues raised by the FDA, the
MHRA and the European Medicines Agency (EMA); the ability of the
Company to persuade regulators that chosen endpoints do not require
further validation; timing and costs to complete required studies
and trials, and timing to obtain governmental approvals; the
accuracy of simulations and the ability to reproduce the outcome of
such simulations in real world trials; 180 Life Sciences’ reliance
on third parties to conduct its clinical trials, enroll patients,
and manufacture its preclinical and clinical drug supplies; the
ability to come to mutually agreeable terms with such third parties
and partners, and the terms of such agreements; estimates of
patient populations for 180 Life Sciences planned products; 180
Life Sciences’ ability to fully comply with numerous federal, state
and local laws and regulatory requirements, as well as rules and
regulations outside the United States, that apply to its product
development activities; current negative operating cash flows and a
need for additional funding to finance our operating plans; the
terms of any further financing, which may be highly dilutive and
may include onerous terms, increases in interest rates which may
make borrowing more expensive and increased inflation which may
negatively affect costs, expenses and returns; statements relating
to expectations regarding future agreements relating to the supply
of materials and license and commercialization of products; the
availability and cost of materials required for trials; the risk
that initial drug results are not predictive of future results or
will not be able to be replicated in clinical trials or that such
drugs selected for clinical development will not be successful;
challenges and uncertainties inherent in product research and
development, including the uncertainty of clinical success and of
obtaining regulatory approvals; uncertainty of commercial success;
the inherent risks in early stage drug development including
demonstrating efficacy; development time/cost and the regulatory
approval process; the progress of our clinical trials; our ability
to find and enter into agreements with potential partners; our
ability to attract and retain key personnel; changing market and
economic conditions; competition, including technological advances,
new products and patents attained by competitors; challenges to
patents; changes to applicable laws and regulations, including
global health care reforms; expectations with respect to future
performance, growth and anticipated acquisitions; expectations
regarding the capitalization, resources and ownership structure of
the Company; 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 the Company’s potential drug products; the outcome of current
litigation involving the Company; potential future 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; and the effect of rising interest rates and
inflation, economic downturns and recessions, declines in economic
activity or global conflicts. 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, and including the Annual
Report on Form 10-K for the year ended December 31, 2023, and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024,
and future SEC filings. These reports and filings are available at
www.sec.gov and are available for download, free of charge, soon
after such reports are filed with or furnished to the SEC, on the
“Investors”, “SEC Filings”, “All SEC Filings” page of our website
at www.180lifesciences.com. All subsequent written and oral
forward-looking statements concerning the Company, the results of
the Company’s clinical trial results and studies 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.
Contact:Info@180lifesciences.com
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