0001213900-20-036233.txt : 20201110 0001213900-20-036233.hdr.sgml : 20201110 20201110180039 ACCESSION NUMBER: 0001213900-20-036233 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201006 FILED AS OF DATE: 20201110 DATE AS OF CHANGE: 20201110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KBL IV SPONSOR LLC CENTRAL INDEX KEY: 0001706868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38105 FILM NUMBER: 201302397 BUSINESS ADDRESS: STREET 1: 527 STANTON CHRISTIANA ROAD CITY: NEWARK STATE: DE ZIP: 19713 BUSINESS PHONE: 3025022727 MAIL ADDRESS: STREET 1: 527 STANTON CHRISTIANA ROAD CITY: NEWARK STATE: DE ZIP: 19713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAUSS MARLENE CENTRAL INDEX KEY: 0001033308 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38105 FILM NUMBER: 201302398 MAIL ADDRESS: STREET 1: C/O KBL HEALTHCARE INC STREET 2: 645 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 180 Life Sciences Corp. CENTRAL INDEX KEY: 0001690080 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 813832378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 WEST 56TH STREET SUITE 5901 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-319-5555 MAIL ADDRESS: STREET 1: 150 WEST 56TH STREET SUITE 5901 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: KBL MERGER CORP. IV DATE OF NAME CHANGE: 20161115 4 1 ownership.xml X0306 4 2020-10-06 0 0001690080 180 Life Sciences Corp. ATNF 0001033308 KRAUSS MARLENE 30 PARK PLACE, SUITE 64B NEW YORK NY 10007 0 0 1 0 0001706868 KBL IV SPONSOR LLC 30 PARK PLACE, SUITE 64B NEW YORK NY 10007 0 0 1 0 Common Stock 2020-10-06 4 C 0 198751 4 A 2687816 I See footnote Common Stock 2020-10-06 4 C 0 47302 A 2489065 I See footnote Common Stock 2020-10-06 4 J 0 906250 D 3395315 I See footnote Warrants 11.50 2020-11-06 4 J 0 236507 0 A 2020-12-06 2025-11-06 common stock 236507 236507 I See footnote Rights to acquire common stock 2020-11-06 4 C 0 473013 0 D common stock 47302 0 I See footnote Represents shares of common stock that were issued to KBL IV Sponsor LLC ("KBL Sponsor") are a result of the automatic conversion of a promissory note in the principal amount of $795,003 that was previously issued by the issuer to KBL Sponsor, which note automatically converted into shares of the common stock of the issuer on November 6, 2020 upon the closing of the business combination transaction between the issuer and 180 Life Corp. (f/k/a 180 Life Science Corp.) (such business combination transaction, the "Merger") Reflects shares of common stock that were issued to KBL Sponsor as a result of the automatic conversion, upon the closing of the Merger, of 473,013 rights held by KBL Sponsor, with each right convertible into 1/10th of one share of common stock upon the closing of the Merger. The rights were included in units that were issued by the issuer in a private placement in June 2017 in connection with the issuer's initial public offering. The shares are held directly by KBL Sponsor. Dr. Marlene Krauss, the former Chief Executive Officer, and a former memeber of the Board of Directors, of the issuer, is the sole managing member of KBL Sponsor. Consequently, she may be deemed the beneficial owner of the shares of common stock held by KBL Sponsor, and she has sole voting and dispositive control over such securities. Dr. Krauss disclaims beneficial ownership over any securities owned by KBL Sponsor in which she does not have a pecuniary interest. The warrants were included in the units that were issued by the issuer in a private placement in June 2017 in connection with the issuer's initial public offering. The warrants are exercisable beginning 30 days following the closing of the Merger by their terms. The Sponsor was deemed to have acquired beneficial ownership of the shares underlying the warrant upon the consummation of the business combination on November 6, 2020, since the warrants became exercisable within 30 days. In connection with the closing of the Merger, the Sponsor transferred to Tyche Capital LLC an aggregate of 906,250 shares of common stock that the Sponsor originally acquired in September 2016, which shares were placed into an escrow account under that certain Escrow Agreement, dated April 10, 2019, by and among the Sponsor, the issuer, Tyche Capital LLC and Continental Stock Transfer & Trust Company. The parties entered into the Escrow Agreement in connection with the Business Combination Agreement relating to the Merger. /s/ Marlene Krauss, M.D. 2020-11-10 /s/ Marlene Krauss, M.D., as Managing Member of KBL IV Sponsor LLC 2020-11-10