UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 5, 2020
KBL MERGER CORP. IV
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38105 | 81-3832378 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
30 Park Place, Suite 45E New York, NY |
10007 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 502-2727
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | KBLM | The NASDAQ Stock Market LLC | ||
| Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $5.75 per half share | KBLMW | The NASDAQ Stock Market LLC | ||
| Rights, exchangeable into one-tenth of one share of Common Stock | KBLMR | The NASDAQ Stock Market LLC | ||
| Units, each consisting of one share of Common Stock, one Warrant and one Right | KBLMU | The NASDAQ Stock Market LLC |
Item 8.01. Other Events.
On July 25, 2019, KBL Merger Corp. IV (the “Company” or “KBL”) entered into a Business Combination Agreement (as it may be amended from time to time, the “Business Combination Agreement”) with KBL Merger Sub, Inc. (“Merger Sub”), 180 Life Sciences Corp. (“180”), Katexco Pharmaceuticals Corp., CannBioRex Pharmaceuticals Corp., 180 Therapeutics L.P.,, and Lawrence Pemble as stockholder representative, pursuant to which Merger Sub will merge with and into 180 with 180 surviving the merger and continuing as a wholly-owned subsidiary of the Company (such transaction, the “Business Combination”). The Business Combination and the Business Combination Agreement are more fully described in that certain Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on July 26, 2019.
On each of October 5, 2020 and October 6, 2020, the Company and 180 issued a press release relating to matters involving the Business Combination.
A copy of each press release is attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release dated October 5, 2020 | |
| 99.2 | Press release dated October 6, 2020 |
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Forward-Looking Statements
Certain statements made herein are “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, statements relating to the timing and completion of the proposed Business Combination; KBL’s continued listing on the Nasdaq Stock Market until the closing of the proposed Business Combination; expectations regarding the capitalization, resources and ownership structure of the combined company; the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by KBL stockholders; the ability to meet the Nasdaq Stock Market’s listing standards following the consummation of the transactions contemplated by the proposed Business Combination; costs related to the proposed Business Combination; expectations with respect to future performance, growth and anticipated acquisitions; ability to recognize the anticipated benefits of the proposed Business Combination; 180’s ability to execute its plans to develop and market new drug products and the timing and costs of these development programs; 180’s estimates of the size of the markets for its potential drug products; potential litigation involving KBL or 180 or the validity or enforceability of 180’s intellectual property; global economic conditions; geopolitical events and regulatory changes; access to additional financing; and other risks and uncertainties indicated from time to time in filings with the SEC. Other factors include the possibility that the proposed Business Combination does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in KBL’s most recent filings with the SEC, as well as in the definitive proxy statement/prospectus filed as result of the transactions described above. All subsequent written and oral forward-looking statements concerning KBL or 180, the transactions described herein or other matters and attributable to KBL or 180 or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of KBL or 180 undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Additional Information about the Business Combination and Where to Find It
KBL has filed a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus for KBL’s stockholders, with the SEC. KBL’s definitive proxy statement/prospectus will be mailed to KBL’s stockholders that do not opt to receive the document electronically. KBL and the Company urge investors, stockholders and other interested persons to read the preliminary proxy statement/prospectus, as well as other documents that will be filed with the SEC, because these documents will contain important information about the proposed Business Combination. Such persons can also read KBL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the proposed Business Combination. KBL’s definitive proxy statement/prospectus, which is included in the registration statement, will be mailed to stockholders of KBL as of September 30, 2020. KBL’s stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: KBL Merger Corp. IV, 30 Park Place, Suite 45E, New York, NY 10007; e-mail: admin@kblvc.com. These documents can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants in the Solicitation
KBL and its directors and executive officers, may be deemed to be participants in the solicitation of proxies for the special meeting of KBL’s stockholders to be held to approve the proposed transactions in connection with the Business Combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of KBL’s stockholders in connection with the proposed transactions are set forth in the amended preliminary proxy statement/prospectus included in the registration statement that was filed with the SEC on August 28, 2020. You can find information about KBL’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 7, 2020. You can obtain free copies of these documents from KBL using the contact information above.
Disclaimer
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of KBL and 180, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 7, 2020
| KBL MERGER CORP. IV | ||
| By: | /s/ Marlene Krauss, M.D. | |
| Name: Marlene Krauss, M.D. | ||
| Title: Chief Executive Officer | ||
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Exhibit 99.1
180 Life Sciences Corp. Announces New Board of Directors Appointments
Renowned Healthcare and Life Sciences Veterans Professor Richard Barker, Larry Gold MD, Shoshana Shendelman PhD, Along with Financial Expert Donald McGovern Jr., to Complement World Class Management Team
NEW YORK, October 05, 2020 /Globe Newswire/ -- KBL Merger Corp. IV (NASDAQ: KBLM or the “Company”), a special purpose acquisition company (SPAC) that previously announced the signing of a definitive agreement to acquire 180 Life Sciences Corp. (“180 Life Sciences”), a clinical-stage biotechnology company focused on the development of novel drugs that fulfill unmet needs in inflammatory diseases, fibrosis and pain, today announced the appointment of Professor Richard Barker, Larry Gold Md., Shoshana Shendelman PhD., and Donald McGovern Jr., to its Board of Directors, upon completion of the business combination.
180 Life Sciences is led by Dr. James Woody who previously served as the founding CEO of OncoMed Pharmaceuticals, as well as President and General Manager of Roche Bioscience. In addition, he served as Chief Scientific Officer and Senior Vice President of R&D for Centocor, where he led the team responsible for developing Remicade, the first of the TNF inhibitor biologics in collaboration with Prof. Sir Marc Feldmann, one of the founders and Co-Chairman of 180 Life Sciences.
Dr. James Woody, 180 Life Sciences CEO stated, “I’m pleased to welcome Richard, Larry, Shoshana and Donald to our Board of Directors. I have known Larry for many years, and I admire his brilliant work in building Somalogic into the premier worldwide protein identification company. Don and I worked on a biotech board together and his vast PWC international experience will be of immense value to 180 Life Sciences.
Richard joins, recommended by Sir Marc Feldmann, with his broad and skillful experience in science, management, and drug development, having served on the Celgene Board. Shoshana joins as the CEO of Applied Therapeutics, an enterprising biotechnology company she founded and has developed into a dynamic organization. Her recent successful experience in the financing arenas will be exceptionally valuable to our team”
Dr. Larry Gold, Ph.D., is an internationally recognized scientist, member of the U.S. National Academy of Sciences and biotech entrepreneur who founded NeXagen, Inc., which later became NeXstar Pharmaceuticals, Inc., and acquired by Gilead Sciences. Dr. Gold also co-founded the biotech company Synergen, Inc., that was later acquired by Amgen for $x. He currently serves as Chairman of SomaLogic, a company that he founded and formerly served as CEO. He has taught at the University of Colorado Boulder since 1970 and served as Chair of the molecular, cellular and developmental biology department from 1988 to 1992.
Shoshana Shendelman, PhD is the Founder, CEO and Chair of the Board of Directors of Applied Therapeutics Inc. (Nasdaq: APLT), a clinical-stage biopharmaceutical company developing a pipeline of novel drug candidates against validated molecular targets in indications of high unmet medical need. Prior to founding Applied Therapeutics in 2016, she founded Clearpoint Strategy Group LLC, a boutique life sciences consulting firm, where she served as the Managing Director from July 2012 to December 2016, and served as a Senior Advisor from January 2017 to December 2018. Dr. Shendelman received her Ph.D. in Cellular, Molecular and Biophysical Studies (CMBS) from Columbia University Vagelos College of Physicians and Surgeons. Dr. Shendelman is a member of the Board of Advisors of Columbia University Medical Center and Columbia University Vagelos College of Physicians & Surgeons, where she serves on the Nominations Committee and the Committee on Innovation and Entrepreneurship
Professor Richard Barker is an internationally respected leader in healthcare and life sciences. He is the Founding Director of New Medicine Partners, a global firm assisting public and private sector organizations to accelerate the worldwide development and adoption of precision medicine. He is chairman of the South London Health Innovation Network. He also chairs Metadvice, an AI-based digital health company enabling personalized medicine in Europe and the US. He is a board member of Image Analysis, a UK company using MRI to quantify the impact of therapy on disease and (until its recent acquisition by BMS) also of Celgene, a major US-based bio-therapeutics company.
Donald A. McGovern, Jr is the former Vice Chairman, Global Assurance, of PricewaterhouseCoopers LLP (PwC). Through decades of leadership at PwC and board experience, Don brings wide-ranging operational, financial, accounting and audit and public company experience. He currently serves on the board of Cars.com. Don joined the board of Cars.com in May 2017 upon the spinout of Cars.com from Tegna creating a new public company listed on the NYSE. Don is chair of the Audit Committee and a member of the Compensation Committee at Cars.com, and a designated financial expert under SEC regulations. His past public board experience has been with CRH, plc. Don served two three-year terms (2013-2019) on the Board of CRH. During his tenure, he was Senior Independent Director, chair of the Remuneration Committee, a member of the Nomination Committee and of the Audit Committee and a designated financial expert under US SEC and UK FRC regulations.
About 180 Life Sciences Corp.
180 Life Sciences Corp. is a clinical-stage biotechnology company focused on the development of novel drugs that fulfill unmet needs in inflammatory diseases, fibrosis and pain by leveraging the combined expertise of luminaries in therapeutics from Oxford University, the Hebrew University and Stanford University. 180 Life Sciences is leading the research into solving one of the world’s biggest drivers of disease – inflammation. The company is driving groundbreaking study into clinical programs, which are seeking to develop novel drugs addressing separate areas of inflammation for which there are no effective therapies. The company’s primary platform is a novel program to treat fibrosis and inflammation using anti-TNF, with its lead program in phase 2b/3 clinical trials
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, statements relating to the timing and completion of the proposed business combination; KBLM’s continued listing on the Nasdaq Stock Market until closing of the proposed business combination; expectations regarding the capitalization, resources and ownership structure of the combined company; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by KBLM stockholders; the ability to meet the Nasdaq Stock Market’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; expectations with respect to future performance, growth and anticipated acquisitions; ability to recognize the anticipated benefits of the proposed business combination; 180 Life Sciences’ ability to execute its plans to develop and market new drug products and the timing and costs of these development programs; 180 Life Sciences’ estimates of the size of the markets for its potential drug products; potential litigation involving KBLM or 180 Life Sciences or the validity or enforceability of the intellectual property of 180 Life Sciences; global economic conditions; geopolitical events and regulatory changes; access to additional financing; and other risks and uncertainties indicated from time to time in filings with the SEC. Other factors include the possibility that the proposed business combination does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in KBLM’s most recent filings with the SEC, as well as in the definitive proxy statement/prospectus filed as result of the transactions described above. All subsequent written and oral forward-looking statements concerning KBLM or 180 Life Sciences, the transactions described herein or other matters and attributable to KBLM or 180 Life Sciences or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of KBLM or 180 Life Sciences undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
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Additional Information and Where to Find It
KBLM has filed a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus for KBLM’s stockholders, with the Securities and Exchange Commission. The definitive proxy statement/prospectus will be mailed to KBLM’s stockholders that do not opt to receive the document electronically. KBLM and 180 Life Sciences urge investors, stockholders and other interested persons to read the preliminary proxy statement/prospectus, as well as other documents that will be filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons can also read KBLM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the proposed business combination. KBLM’s definitive proxy statement/prospectus, which is included in the registration statement, will be mailed to stockholders of KBLM as of a record date to be established. KBLM’s stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: KBL Merger Corp. IV, 30 Park Place, Suite 45E, New York, NY 10007; e-mail: admin@kblvc.com. These documents can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants in Solicitation
KBLM and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting of KBLM’s stockholders to be held to approve the proposed transactions in connection with the business combination with 180 Life Sciences. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of KBLM’s stockholders in connection with the proposed business combination with 180 Life Sciences are set forth in the preliminary proxy statement/prospectus included in the registration statement that was filed with the SEC on August 28, 2020. You can find information about KBLM’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 7, 2020. You can obtain free copies of these documents from KBLM using the contact information above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination between KBLM and 180 Life Sciences and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of KBLM and 180 Life Sciences, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Contacts:
Media Inquiries:
Elyse Segall
Pr Revolution
516-901-9095
Elyse@prrevolution.com
Investors:
Jason Assad
Director of IR
180 Life Sciences Corp
678-570-6791
Jason@180lifesciences.com
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Exhibit 99.2
180 Life Sciences Corp. Expands Intellectual Property Portfolio
NEW YORK, October 06, 2020 /Globe Newswire/ -- KBL Merger Corp. IV (NASDAQ: KBLM or the “Company”), a special purpose acquisition company (SPAC) that previously announced the signing of a definitive agreement to acquire 180 Life Sciences Corp. (“180 Life Sciences”), today announced that 180 Life Sciences continues to expand their robust IP portfolio.
180 Life Sciences is an applicant and licensee of a broad and growing patent portfolio for three major drug platforms in the areas of inflammation, fibrosis and pain. The patent portfolio covers 14 patent families with 42 patents issued and 32 pending in several important jurisdictions, including the United States, Canada, Europe, Australia, Japan and China.
On June 3rd, 2020, the EU Patent and Trademark Office granted patent number 2547363 “Methods of Prevention or Treatment of Triggered Inflammatory Reactions Using TNF Alpha Antagonist”, which is part of a family of patents the Company has in its extensive patent portfolio.
Other recent filings and grants include:
| ● | Granted: January 14th, 2020 Chinese patent ZL201580020978.7 for SCA: cyclohexenyl compounds, compositions comprising them and uses. |
| ● | FILED: April 22nd, 2020 US patent application 62/704,121 SCA: bioactive phenolate ionic complexes. |
| ● | GRANTED: June 2nd, 2020 US patent 10669334 treatment for Dupuytren’s Disease. |
| ● | FILED: September 1st, 2020 Hong Kong patent application 62020001194.3 for method of treating systemic fibrotic disorders using an IL-33/TNF bispecific antibody. |
The Company’s patent portfolio is made up of both its own IP and exclusive worldwide licenses, with, Oxford University Innovation Limited, The Kennedy Trust for Rheumatology Research University of Oxford, Stanford University, and the Hebrew University.
“The issuance of our European patents significantly strengthens the IP portfolio governing our lead program,” said Dr. James Woody, CEO of 180 Life Sciences, “We are committed to broadening our global patent estate as we continue to expand our internal pipeline and increase patient access to innovative therapies. Having this most recent patent awarded in the EU is important as it provides validation in the 12 largest countries in the EU, including the UK, and provides the platform to be able to expand clinical trials, commercialization and partnering efforts throughout Europe. We look forward to achieving additional milestones by the end of 2020.”
About 180 Life Sciences Corp.
180 Life Sciences Corp. is a clinical-stage biotechnology company focused on the development of novel drugs that fulfill unmet needs in inflammatory diseases, fibrosis and pain by leveraging the combined expertise of luminaries in therapeutics from Oxford University, the Hebrew University and Stanford University. 180 Life Sciences is leading the research into solving one of the world’s biggest drivers of disease – inflammation. The company is driving groundbreaking study into clinical programs, which are seeking to develop novel drugs addressing separate areas of inflammation for which there are no effective therapies. The company’s primary platform is a novel program to treat fibrosis using anti-TNF, with its lead program in phase 2b/3 clinical trials.
About KBL Merger Corp. IV
KBL Merger Corp. IV is a blank check company that raised $115 million with the goal of identifying and acquiring a company with a strong value proposition mainly in the U.S. healthcare industry. KBL Merger Corp. IV focused on this industry due to its management’s deep experience in this large, growing segment of the U.S. economy. Marlene Krauss, MD is the CEO of KBL Merger Corp. This is Dr. Krauss’ fourth SPAC in the healthcare space. She has invested more than $1 billion through three institutional venture capital funds, numerous IPOs and three prior SPACS.
Additional Information and Where to Find It
KBLM has filed a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus for KBLM’s stockholders, with the Securities and Exchange Commission. The definitive proxy statement/prospectus will be mailed to KBLM’s stockholders that do not opt to receive the document electronically. KBLM and 180 Life Sciences urge investors, stockholders and other interested persons to read the preliminary proxy statement/prospectus, as well as other documents that will be filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons can also read KBLM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the proposed business combination. KBLM’s definitive proxy statement/prospectus, which is included in the registration statement, will be mailed to stockholders of KBLM as of the close of business on September 30, 2020. KBLM’s stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: KBL Merger Corp. IV, 30 Park Place, Suite 45E, New York, NY 10007; e-mail: admin@kblvc.com. These documents can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants in Solicitation
KBLM and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting of KBLM’s stockholders to be held to approve the proposed transactions in connection with the business combination with 180 Life Sciences. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of KBLM’s stockholders in connection with the proposed business combination with 180 Life Sciences are set forth in the preliminary proxy statement/prospectus included in the registration statement that was filed with the SEC on August 28, 2020. You can find information about KBLM’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 7, 2020. You can obtain free copies of these documents from KBLM using the contact information above.
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Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination between KBLM and 180 Life Sciences and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of KBLM and 180 Life Sciences, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, statements relating to the timing and completion of the proposed business combination; KBLM’s continued listing on the Nasdaq Stock Market until closing of the proposed business combination; expectations regarding the capitalization, resources and ownership structure of the combined company; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by KBLM stockholders; the ability to meet the Nasdaq Stock Market’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; expectations with respect to future performance, growth and anticipated acquisitions; ability to recognize the anticipated benefits of the proposed business combination; 180 Life Sciences’ ability to execute its plans to develop and market new drug products and the timing and costs of these development programs; 180 Life Sciences’ estimates of the size of the markets for its potential drug products; potential litigation involving KBLM or 180 Life Sciences or the validity or enforceability of the intellectual property of 180 Life Sciences; global economic conditions; geopolitical events and regulatory changes; access to additional financing; and other risks and uncertainties indicated from time to time in filings with the SEC. Other factors include the possibility that the proposed business combination does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in KBLM’s most recent filings with the SEC, as well as in the definitive proxy statement/prospectus filed as result of the transactions described above. All subsequent written and oral forward-looking statements concerning KBLM or 180 Life Sciences, the transactions described herein or other matters and attributable to KBLM or 180 Life Sciences or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of KBLM or 180 Life Sciences undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Contacts:
Media Inquiries:
Elyse Segall
Pr Revolution
516-901-9095
Elyse@prrevolution.com
Investors:
Jason Assad
Director of IR
180 Life Sciences Corp
678-570-6791
Jason@180lifesciences.com
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