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

            Standard; Transfer of Listing.

On November 1, 2022, Worlds Inc. (the "Company") received written notice from the OTC Markets Group ("OTC") notifying the Company that its common shares, $0.001 par value, closed below $0.01 per share for more than 30 consecutive calendar days and no longer meets the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards, Section 2.3(2), which states that the Company must "maintain proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $.01 per share on at least one of the prior thirty consecutive calendar days."

As per Section 4.1 of the OTCQB Standards, the company will be granted a cure period of 90 calendar days during which the minimum closing bid price for the Company's common stock must be $0.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB marketplace. If this requirement is not met by January 30, 2023, the company will be removed from the OTCQB marketplace.

In the event that the Company's closing bid price falls below $0.001 at any time for five consecutive trading days, the Company will be immediately removed from OTCQB.

The Company is currently engaged in discussions with various parties with respect to possible transactions, which if consummated, could reasonably be expected to cause the market price of the Company's common stock to rise above the minimum threshold described above. Such discussions are still in their early stages and no agreements or understandings have been reached with respect to any possible transaction. No assurance can be given that the ongoing discussions and negotiations will result in a consummation of a transaction, and that even if a transaction is consummated that it will result in increasing the market price of the Company's common stock above the required level.

In the event none of these contemplated transactions are consummated and the market price of the Company's common stock remains below the minimum threshold described above, the Company intends to implement a reverse stock split to cause the market price of its common stock to rise to the required level.

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