Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 4, 2024, TFF Pharmaceuticals, Inc. ("Company") received a determination letter (the "Delisting Notification") from the Nasdaq Stock Market ("Nasdaq") stating that the Nasdaq staff determined, in accordance with Nasdaq Listing Rules 5101 and 5110(b) and Nasdaq Listing Rule IM 5101-1, that the Company's common stock will be delisted from The Nasdaq Stock Market. The Delisting Notification states that the Nasdaq staff's determination was based on (i) the Company's previously announced Plan of Dissolution and associated public interest concerns raised by it; (ii) concerns regarding the residual equity interest held by the Company's existing stockholders; and (iii) concerns about the Company's ability to sustain compliance with all requirements for continued listing on the Nasdaq Stock Market. The Delisting Notification further states that trading of the Company's common stock will be suspended at the opening of business on December 13, 2024, and a Form 25-NSE will be filed by the Nasdaq with the SEC, which will remove the Company's securities from listing and registration on the Nasdaq.

The Delisting Notification states that the Company may appeal the Nasdaq staff's determination to delist the Company's common stock, however the Company does not intend to appeal the staff's determination as of the date of this report.