---
schema_version: "secwatch.filing_event.v1"
accession: "0001193805-23-000207"
form_type: "8-K"
ticker: null
cik: "0001497504"
company_name: "PLx Pharma Winddown Corp."
filed_at: "2023-02-13T23:59:59+00:00"
generated_at: "2026-06-19T15:55:50.936427+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# PLx Pharma gets Nasdaq audit committee deficiency; chairman exits exec role; retention plan for CEO/CFO approved

## Summary
- Nasdaq gave PLx Pharma until Jan 19, 2024 (or July 18, 2023 if annual meeting sooner) to add third independent director to audit committee after Hadden exit.
- Executive Chairman Valentino to cease as executive Feb 14; receives $91,875 severance, stays on board as non-executive chairman.
- Retention plan: CEO Giordano $610k, CFO O'Connor $511.5k paid up-front; repay if leave for cause or voluntarily before Aug 31, 2023.
- Company reviewing strategic alternatives including possible liquidation; retention plan meant to retain key executives during restructuring.
- Retention awards cancel existing severance obligations in CEO and CFO employment agreements.

## SEC filing metadata
- accession: 0001193805-23-000207
- form_type: 8-K
- cik: 0001497504
- company_name: PLx Pharma Winddown Corp.
- filed_at: 2023-02-13T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 3.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1497504/000119380523000207/0001193805-23-000207-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1497504/000119380523000207/e618271_8k-plx.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193805-23-000207
- JSON: https://secwatch.observer/filing/0001193805-23-000207.json
- Plain text: https://secwatch.observer/filing/0001193805-23-000207.txt

## Key facts
- Listing & Compliance Notices
  PLx Pharma Winddown Corp. received a nasdaq deficiency notice notice regarding audit committee (rules 5605(c)(2)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: audit committee
  - Rules: 5605(c)(2)
  source text: February 7, 2023, PLx Pharma Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding its noncompliance with Nasdaq Listing Rule 5605(c)(2), which requires, among other things, that the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) be comprised of a minimum of three independent directors. As previously disclosed, John W. Hadden II ceased serving on the Board and its committees as of January 19, 2023, and as a result, the Company’s Audit Committee is currently comp
  evidence_url: https://www.sec.gov/Archives/edgar/data/1497504/000119380523000207/0001193805-23-000207-index.htm
- Executive change
  Michael J. Valentino changed role as Executive Chairman at PLx Pharma Winddown Corp..
  - Action: cease serving as executive
  - Role: Executive Chairman
  source text: Michael J. Valentino, Executive Chairman of the Board, entered into a Severance and Settlement Agreement and Release of All Claims (the "Separation Agreement") pursuant to which Mr. Valentino will cease serving as an executive of the Company effective February 14, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1497504/000119380523000207/0001193805-23-000207-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.