CUSIP
No. 68236V 104
1
|
Names
of Reporting Person.
KBL
IV Sponsor LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6
|
Citizenship
or Place of Organization
|
|
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power (see Item 5 below)
2,223,365
(1)
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
2,223,365
(1)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,223,365
(1)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.03%
|
14
|
Type
of Reporting Person
OO
|
|
(1)
|
KBL
IV Sponsor LLC is controlled by its managing member, Marlene Krauss, M.D., the former Chief Executive Officer, and a former member
of the Board of Directors, of the Issuer. Accordingly, Dr. Krauss may be deemed to beneficially own the securities that are directly
owned by KBL IV Sponsor LLC. Includes warrants to purchase 236,507 shares. However, Dr. Krauss disclaims beneficial ownership
over any securities owned directly by KBL IV Sponsor LLC in which she does not have a pecuniary interest.
|
CUSIP
No. 68236V 104
1
|
Names
of Reporting Person.
Marlene
Krauss, M.D.
|
2
|
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
PF
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6
|
Citizenship
or Place of Organization
|
|
United
States
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
2,522,199
(1)
|
8
|
Shared
Voting Power (see Item 5 below)
0
|
9
|
Sole
Dispositive Power
2,522,199
(1)
|
10
|
Shared
Dispositive Power (see Item 5 below)
0
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,522,199
(1)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
10.25%
|
14
|
Type
of Reporting Person
IN
|
|
(1)
|
Reflects
(A) 298,834 shares of the common stock of the Issuer that are owned directly by Marlene
Krauss, M.D., and (B) 1,986,858 shares of the common stock of the Issuer, and warrants
to purchase up to 236,507 shares of the common stock of the Issuer, that are owned directly
by KBL IV Sponsor LLC. KBL IV Sponsor LLC is controlled by its managing member, Marlene
Krauss, M.D., the former Chief Executive Officer, and a former member of the Board of
Directors, of the Issuer. Accordingly, Dr. Krauss may be deemed to beneficially own the
securities that are directly owned by KBL IV Sponsor LLC. However, Dr. Krauss disclaims
beneficial ownership over any securities owned directly by KBL IV Sponsor LLC in which
she does not have a pecuniary interest.
|
SCHEDULE
13D
EXPLANATORY NOTE: The
following constitutes Amendment No. 2 to the Schedule 13D filed by the Reporting Persons (this “Amendment”).
This Amendment amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 19, 2017 by the
Reporting Persons (the “Original Schedule 13D”), and Amendment No. 1 to the Original Schedule 13D filed with
the SEC on November 16, 2020 by the Reporting Persons (“Amendment No. 1”), as specifically set forth herein.
Capitalized terms used in this Amendment but not otherwise defined herein have the meanings set forth in the Original Schedule
13D and/or Amendment No. 1, as applicable.
This Amendment is filed
on behalf of KBL IV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Marlene Krauss,
M.D., the managing member of the Sponsor (the “Principal” and together with the Sponsor, the “Reporting
Persons”). Dr. Krauss served as the Chief Executive Officer and as a member of the Board of Directors of the Issuer
from its inception until November 6, 2020.
Item
1. Security and Issuer
Securities
acquired: Common stock, $0.0001 par value (“Common Stock”)
|
Issuer:
|
180 Life Sciences Corp. (f/k/a KBL Merger Corp. IV) (the “Issuer”)
|
|
|
830 Menlo Avenue, Suite 100
|
|
|
Menlo Park, CA 94025
|
Item
2. Identity and Background
(a)
This statement is filed by:
(i) the Sponsor, which
is the direct holder of record of approximately 9.03% of the issued and outstanding shares of Common Stock, based on the number
of shares of Common Stock (24,378,330) outstanding as of November 6, 2020, immediately following the completion of the business
combination transaction contemplated by that certain Business Combination Agreement, dated as of July 25, 2019, by and among the
Company, KBL Merger Sub, Inc., 180 Life Corp. (f/k/a 180 Life Sciences Corp.), Katexco Pharmaceuticals Corp., CannBioRex Pharmaceuticals
Corp., 180 Therapeutics L.P., and Lawrence Pemble in his capacity as stockholder representative (such transaction, the “Merger”),
which merger closed on November 6, 2020, as reported by the Issuer in a Current Report on Form 8-K filed by the Issuer with the
Securities and Exchange Commission (the “SEC”) on November 12, 2020 (the “November 8-K”);
and
(ii) The Principal,
who is the direct holder of record of approximately 1.22% of the issued and outstanding shares of Common Stock, and who is also
the indirect holder (through the Sponsor) of approximately 9.03% of the issued and outstanding shares of Common Stock, based on
the number of shares of Common Stock (24,378,330) outstanding as of November 6, 2020, immediately following he completion of the
Merger, as reported in the November 8-K. The Principal, who served as the Chief Executive Officer and as a member of the Board
of Directors of the Issuer from its inception until the closing of the Merger, is the sole managing member of the Sponsor.
All disclosures herein
with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other
than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) The address of
the principal business and principal office of each of the Reporting Persons is: 30 Park Place, Suite 64B, New York, New York 10007.
(c) The Sponsor’s
principal business, prior to the closing of the Merger, was to act as the Issuer’s sponsor in connection with the initial
public offering and business combination transaction of the Issuer. The principal occupation of the Principal is to serve as the
Chief Executive Officer of KBL Healthcare Management, Inc. and its affiliated entities. The Principal served as the Chief Executive
Officer and as a member of the Board of Directors of the Issuer from its inception until the closing of the Merger.
(d) None of the Reporting
Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting
Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction
and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such
laws.
(f) The Sponsor is a Delaware limited liability company. The
Principal is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original
Schedule 13D, as amended by Amendment No. 1, is supplemented to add the following paragraph at the end of Item 3:
Between November 17,
2020 and December 23, 2020, the Sponsor sold, in open market transactions, an aggregate of 180,643 of the shares of Common Stock
that the Sponsor received upon the automatic conversion, as a result of the closing of the Merger, of a promissory note in the
amount of $795,003 that the Issuer issued to the Sponsor in September 2020. The promissory note, which represented advances previously
made by the Sponsor to the Issuer, converted at a conversion price of $4.00 per share of Common Stock. The sales occurred as follows:
(1) 3,300 shares on November 17, 2020 at a price of $2.2562 per share; (2) 6,700 shares on November 18, 2020 at a price of $2.3105
per share; (3) 33,445 shares on November 19, 2020 at a price of $2.118 pe share; (4) 60,633 shares on November 23, 2020 at a price
of $3.2602 per share; (5) 12,182 shares on November 25, 2020 at a price of $2.7753 per share; (6) 10,000 shares on December 14,
2020 at a price of $2.45 per share; (7) 17,877 shares on December 15, 2020 at a price of $2.40 per share; (8) 4,403 shares on December
17, 2020 at a price of $2.44 per share; (9) 12,103 shares on December 17, 2020 at a price of $2.49 per share; and (10) 20,000 shares
on December 23, 2020 at a price of $2.85 per share.
On December 16, 2020, the Sponsor made a pro rata distribution
for no consideration to its members of an aggregate of 520,312 shares of Common Stock. As part of such distribution, 334,608 shares
of Common Stock were distributed to the Principal in her capacity as a member of the Sponsor. On December 24, 2020, the Principal
sold 5,000 of such shares in open market transactions at a price of $2.77 per share, on December 28, 2020, the Principal sold 25,000
of such shares in open market transactions at a price of $2.78 per share, and on December 29, 2020, the Principal sold 5,774 of
such shares in open market transactions at a price of $2.76 per share.
Item
4. Purpose of the Transaction
Item 4 of the Original
Schedule 13D, as amended by Amendment No. 1, is supplemented to add the following paragraph at the end of Item 4:
As noted in Item 3,
between November 17, 2020 and December 23, 2020, the Sponsor sold, in open market transactions, an aggregate of 180,643 of the
shares of Common Stock that the Sponsor received upon the automatic conversion, as a result of the closing of the Merger, of a
promissory note in the amount of $795,003 that the Issuer issued to the Sponsor in September 2020. The promissory note, which represented
advances previously made by the Sponsor to the Issuer, converted at a conversion price of $4.00 per share of Common Stock. The
sales occurred as follows: (1) 3,300 shares on November 17, 2020 at a price of $2.2562 per share; (2) 6,700 shares on November
18, 2020 at a price of $2.3105 per share; (3) 33,445 shares on November 19, 2020 at a price of $2.118 pe share; (4) 60,633 shares
on November 23, 2020 at a price of $3.2602 per share; (5) 12,182 shares on November 25, 2020 at a price of $2.7753 per share; (6)
10,000 shares on December 14, 2020 at a price of $2.45 per share; (7) 17,877 shares on December 15, 2020 at a price of $2.40 per
share; (8) 4,403 shares on December 17, 2020 at a price of $2.44 per share; (9) 12,103 shares on December 17, 2020 at a price of
$2.49 per share; and (10) 20,000 shares on December 23, 2020 at a price of $2.85 per share.
As noted in Item 3, on December 16, 2020, the Sponsor made a
pro rata distribution for no consideration to its members of an aggregate of 520,312 shares of Common Stock. As part of such distribution,
334,608 shares of Common Stock were distributed to the Principal in her capacity as a member of the Sponsor. On December 24, 2020,
the Principal sold 5,000 of such shares in open market transactions at a price of $2.77 per share, on December 28, 2020, the Principal
sold 25,000 of such shares in open market transactions at a price of $2.78 per share, and on December 29, 2020, the Principal sold
5,774 of such shares in open market transactions at a price of $2.76 per share.
Item
5. Interest in Securities of the Issuer
(a)-(b) The aggregate
number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 24,378,330 shares
of Common Stock, outstanding as of November 6, 2020 immediately following the closing of the Merger, as reported by the Issuer
in the November 8-K) are as follows:
KBL
IV Sponsor LLC
|
|
a)
|
|
Amount
beneficially owned: 2,223,365
|
|
Percentage:
9.03%
|
b)
|
|
Number
of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole
power to vote or to direct the vote:
|
|
0
|
|
ii.
|
Shared
power to vote or to direct the vote:
|
|
2,223,365
|
|
iii.
|
Sole
power to dispose or to direct the disposition of:
|
|
0
|
|
iv.
|
Shared
power to dispose or to direct the disposition of:
|
|
2,223,365
|
Marlene
Krauss, M.D.
|
|
a)
|
|
Amount
beneficially owned: 2,522,199
|
|
Percentage:
10.25%
|
b)
|
|
Number
of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole
power to vote or to direct the vote:
|
|
2,522,199
|
|
ii.
|
Shared
power to vote or to direct the vote:
|
|
0
|
|
iii.
|
Sole
power to dispose or to direct the disposition of:
|
|
2,522,199
|
|
iv.
|
Shared
power to dispose or to direct the disposition of:
|
|
0
|
The Principal holds sole voting and dispositive power over the
securities held directly by the Principal. The Principal also serves as the managing member of the Sponsor. In such capacity, the
Principal has the power to exercise voting and dispositive control over any of the securities held by the Sponsor. Accordingly,
the Principal may be deemed to beneficially own such securities. However, the Principal disclaims beneficial ownership over any
securities owned by the Sponsor in which she does not have a pecuniary interest.
(c) None of the Reporting
Persons has effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date of this report,
except as described in Item 6 of this Schedule 13D, as amended by Amendment No. 1, which information is incorporated herein by
reference.
(d)
Not applicable.
(e)
Not applicable.
Item
7. Material to be Filed as Exhibits
Exhibit 10.1
|
|
Securities Subscription Agreement, dated as of September 7, 2016, by and between the Issuer and KBL IV Sponsor LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on April 26, 2017).
|
|
|
|
Exhibit 10.2
|
|
Third Amended and Restated Unit Subscription Agreement, dated as of June 1, 2017, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on June 7, 2017).
|
|
|
|
Exhibit 10.3
|
|
Insider Letter, dated as of June 1, 2017, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on June 7, 2017).
|
|
|
|
Exhibit 10.4
|
|
Registration Rights Agreement, dated as of June 1, 2017, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on June 7, 2017).
|
|
|
|
Exhibit 10.5
|
|
Convertible Promissory Note, dated September 2020, issued by the Issuer to the Sponsor (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on October 19, 2020).
|
|
|
|
Exhibit 99.1
|
|
Joint Filing Agreement, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D).
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
KBL
IV SPONSOR LLC
|
|
|
|
Date:
December 30, 2020
|
By:
|
/s/
Marlene Krauss, M.D.
|
|
|
Name:
|
Marlene Krauss, M.D.
|
|
|
Title:
|
Managing Member
|
|
|
|
Date:
December 30, 2020
|
By:
|
/s/
Marlene Krauss, M.D.
|
8