Business Context and Reporting Period
This Form 8-K is filed by 180 Life Sciences Corp. (not Forum Markets Inc.) on June 22, 2021, with a report date of June 28, 2021. The company is an emerging growth company listed on the NASDAQ Stock Market under the symbols ATNF (Common Stock) and ATNFW (Warrants). The filing addresses regulatory compliance issues regarding the timely submission of periodic financial reports.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory status and corporate governance events rather than financial performance data.
Material Changes and Regulatory Status
- Nasdaq Compliance Extension: The company received notice from Nasdaq granting an extension until July 31, 2021, to regain compliance with Listing Rule 5250(c)(1). This rule requires the timely filing of periodic reports.
- Outstanding Filings: The non-compliance stems from the failure to file the Annual Report on Form 10-K for the year ended December 31, 2020, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
- Delisting Risk: If the company fails to regain compliance by the July 31, 2021 deadline, Nasdaq will issue a written notice of delisting, at which point the company may appeal to a Hearings Panel.
Corporate Governance and Other Events
- Board Appointments Delayed: The effective date for the appointment of four new Board members (Russell T. Ray, Teresa DeLuca, Pamela Marrone, and Francis Knuettel II) was extended. Appointments are now effective upon the earlier of the filing of the 2020 Form 10-K or specific dates in early July 2021.
- Index Inclusion: On June 28, 2021, the company announced its inclusion in the Russell Microcap Index, effective after the market opened on that date.
- Management Commentary: Management stated it is continuing to work with auditors to complete the outstanding 2020 Form 10-K and Q1 2021 Form 10-Q as soon as possible.
Investor Verification Checklist
- Verify the filing status of the 2020 Form 10-K and Q1 2021 Form 10-Q on the SEC EDGAR database before July 31, 2021.
- Monitor for any subsequent Nasdaq notices regarding delisting if the July 31, 2021 deadline is missed.
- Confirm the official effective dates of the new Board member appointments once the 10-K is filed.
- Review the attached press releases (Exhibits 99.1 and 99.2) for additional details on the Nasdaq extension and Russell Microcap Index inclusion.