Business Context and Reporting Period
This Form 8-K is filed by 180 Life Sciences Corp. (not Forum Markets Inc.) on May 19, 2021. The registrant is an emerging growth company incorporated in Delaware, with its principal executive offices in Menlo Park, CA. The filing addresses a regulatory compliance issue regarding the timely submission of periodic financial reports to the SEC.
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 the status of regulatory filings rather than financial performance data.
Material Changes and Compliance Status
- Delisting Notice: On May 19, 2021, the Company received a notice from Nasdaq stating it is not in compliance with Listing Rule 5250(c)(1) due to the failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
- Prior Non-Compliance: The Company was previously notified on April 16, 2021, of non-compliance for failing to file its Annual Report on Form 10-K for the year ended December 31, 2020.
- Current Status: Neither the 2020 Form 10-K nor the Q1 2021 Form 10-Q has been filed to date.
Outlook, Risks, and Management Commentary
- Compliance Timeline: The Company has 60 calendar days from the initial notification (until June 15, 2021) to file the missing reports.
- Extension Plan: If the reports are not filed by June 15, 2021, the Company intends to submit a plan to regain compliance. If accepted, Nasdaq may grant an extension of up to 180 days (until October 12, 2021).
- Risk of Delisting: There is no assurance that Nasdaq will accept the compliance plan or that the Company will regain compliance within any extension period. Failure to comply will result in the delisting of the Company's common stock from the Nasdaq Capital Market.
- Immediate Impact: The notice has no immediate impact on the listing or trading of the Company's common stock.
Investor Verification Checklist
- Verify the filing status of the 2020 Form 10-K and Q1 2021 Form 10-Q on the SEC EDGAR database.
- Monitor the Company's ability to meet the June 15, 2021 deadline to avoid immediate delisting proceedings.
- Review any future press releases or 8-K filings regarding the submission and acceptance of a compliance plan by Nasdaq.
- Confirm the trading status of the common stock (ATNF) and warrants (ATNFW) on the Nasdaq Capital Market.