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

On 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 comprised of only two independent directors resulting in the noncompliance. In accordance with Nasdaq Listing Rule 5605(c)(4), the Company is granted a cure period in order to regain compliance with Nasdaq Listing Rule 5605 lasting until the earlier of the Company's next annual stockholders' meeting or January 19, 2024 or, if the next annual stockholders' meeting is held before July 18, 2023, then no later than July 18, 2023.

The Company's common stock will continue to be listed and traded on the Nasdaq Capital Market during the compliance period, subject to the Company's compliance with the other continued listing requirements of the Nasdaq Capital Market.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.




Executive Chairman Transition

On February 9, 2023, the Company and 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. Thereafter, he will remain on the Company's Board as its non-executive Chairman.

In connection with his departure and pursuant to the Separation Agreement, the Company has agreed, in return for a customary general release and waiver in favor of the Company and customary post-employment covenants to pay Mr. Valentino a lump sum payment of $91,875.

As non-executive Chairman of the Board, Mr. Valentino will be entitled to receive compensation for his Board service in accordance with the Company's Board compensation policies. As non-executive Chairman of the Board, Mr. Valentino will receive an annual retainer fee of $90,000.

This forgoing summary of the material terms of the Separation Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Key Executive Retention Program

On February 8, 2023, following consultation with the Company's independent compensation consultant, the Board approved the material terms of a retention program for certain of the Company's employees, including the Company's Chief Executive Officer and Chief Financial Officer (the "Key Executive Retention Plan"). The Key Executive Retention Planrecognizes that, as the Company completes its review of strategic alternatives, which may include liquidation, and conducts necessary corporate operations, it is important for the Company to provide meaningful retention awards to help retain essential executive officers and employees. The retention awards granted pursuant to award notices (each an "Award Notice") under the Key Executive Retention Plan will be paid in advance, subject to full repayment of the award, less taxes and withholdings, if the employment of the applicable employee terminates for Cause (as defined in the Key Executive Retention Plan) or as a result of the employee's voluntary resignation prior to the Retention Date (as defined in the Key Executive Retention Plan) or if the employee revokes his or her general release prior to the Retention Date. The retention awards approved for the Company's named executive officers were as follows: Natasha Giordano, Chief Executive Officer and President, $610,000; and Rita O'Connor, Chief Financial Officer and Head of Manufacturing and Supply Chain, $511,500. The Award Notice for each of Ms. Giordano and Ms. O'Connor amends their respective employment agreements to cancel and rescind the Company's severance obligation set forth in their respective employment agreements.

The above summary of the Company's retention program is qualified in its entirety by reference to the complete terms and conditions as set forth in the Key Executive Retention Plan and the Award Notice. The Key Executive Retention Plan, the form of Award Notice, Ms. Giordano's Award Notice and Ms. O'Connor's Award Notice are filed as Exhibits 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d)  Exhibits

     Exhibit No.  Description

     10.1         Severance and Settlement Agreement and Release of All Claims,
                  dated February 9, 2023, by and between the Company and Michael
                  Valentino.

     10.2         PLx Pharma Inc. 2023 Key Executive Retention Plan.

     10.3         Form of Award Notice under PLx Pharma Inc. 2023 Key Executive
                  Retention Plan.

     10.4         Award Notice, by and between PLx Pharma Inc. and Natasha
                  Giordano, dated February 13, 2023.

     10.5         Award Notice, by and between PLx Pharma Inc. and Rita O'Connor,
                  dated February 13, 2023.

     104          Cover Page Interactive Data File (the cover page XBRL tags are
                  embedded within the Inline XBRL document).

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