Statement of Ownership (sc 13g)
2021年1月1日 - 4:33AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
180
LIFE SCIENCES CORP.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $ 0.0001 PER SHARE
(Title
of Class of Securities)
68236V104
(CUSIP
Number)
November
6, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13G
1
|
Names
of Reporting Persons
|
Ronald
Bauer
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☒
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
United
Kingdom citizen
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5
|
Sole
Voting Power
|
2,280,171
|
6
|
Shared
Voting Power
|
|
7
|
Sole
Dispositive Power
|
2,280,171
|
8
|
Shared
Dispositive Power
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,280,171
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☒
|
11
|
Percent
of class represented by amount in row (9)
|
9.2%
|
12
|
Type
of Reporting Person (See Instructions)
|
IN
|
1
|
Names
of Reporting Persons
|
Tyche
Capital LLC
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☒
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5
|
Sole
Voting Power
|
1,406,250
|
6
|
Shared
Voting Power
|
|
7
|
Sole
Dispositive Power
|
1,406,250
|
8
|
Shared
Dispositive Power
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,406,250
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☒
|
11
|
Percent
of class represented by amount in row (9)
|
5.7%
|
12
|
Type
of Reporting Person (See Instructions)
|
OO
-- Limited Liability Company
|
1
|
Names
of Reporting Persons
|
Theseus
Capital Ltd
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☒
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5
|
Sole
Voting Power
|
873,921
|
6
|
Shared
Voting Power
|
|
7
|
Sole
Dispositive Power
|
873,921
|
8
|
Shared
Dispositive Power
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
873,921
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☒
|
11
|
Percent
of class represented by amount in row (9)
|
3.5%
|
12
|
Type
of Reporting Person (See Instructions)
|
CO
|
Item
1.
180
Life Sciences Corp.
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
|
830
Menlo Avenue, Suite 100
Menlo
Park, CA 94025
Item
2.
|
(a)
|
Name
of Person Filing:
|
|
(b)
|
Address
of Principal Business Office or, if None, Residence:
|
|
a.
|
Ronald
Bauer: One Capital Place, Third Floor, P.O. Box 1564, Grand Cayman, Cayman Islands, KY1-1110
|
|
b.
|
Tyche
Capital LLC: 1209 Orange Street, Wilmington, New Castle County, Delaware 19801
|
|
c.
|
Theseus
Capital Ltd.: One Capital Place, Third Floor, P.O. Box 1564, Grand Cayman, Cayman Islands,
KY1-1110
|
|
a.
|
Ronald
Bauer: United Kingdom citizen
|
|
b.
|
Tyche
Capital LLC: Formed in Delaware
|
|
c.
|
Theseus
Capital Ltd: Formed in the Cayman Islands
|
|
(d)
|
Title
and Class of Securities:
|
|
a.
|
Common
stock, $0.0001 par value per share (the “Common Stock”)
|
Item
3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
|
(a)
☐
|
Broker
or dealer registered under Section 15 of the Act;
|
|
(b) ☐
|
Bank
as defined in Section 3(a)(6) of the Act;
|
|
(c)
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act;
|
|
(d)
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940;
|
|
(e)
☐
|
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
☐
|
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
☐
|
A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
☐
|
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
|
|
(i)
☐
|
A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
|
|
(j)
☐
|
A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
☐
|
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
|
Item
4. Ownership
|
(a)
|
Amount
Beneficially Owned:
|
Tyche
Capital LLC: 1,406,250 shares of Common Stock
Theseus
Capital Ltd: 873,921 shares of Common Stock
Mr.
Bauer beneficially owns the shares of Common Stock held by Tyche Capital LLC. Mr. Bauer is the sole member and manager of Tyche
Capital LLC.
Mr.
Bauer beneficially owns the shares of Common Stock held by Theseus Capital LTD. Mr. Bauer is the sole shareholder of Theseus Capital
Ltd.
Mr.
Bauer disclaims beneficial ownership (voting and/or dispositive power) over the shares held by Astatine Capital Ltd, a Cayman
Islands company, whose sole shareholder is Samantha Bauer, the wife of Ronald Bauer.
The
foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Common
Stock owned by another Reporting Person
|
a.
|
Ronald
Bauer: 9.2% (aggregation of the holdings of Tyche Capital LLC and Theseus Capital Ltd,
as described below in (b) and (c));
|
|
b.
|
Tyche
Capital LLC: 5.7%
|
|
c.
|
Theseus
Capital Ltd.: 3.5%
|
Each
percentage above is determined by dividing the number of shares which such Reporting Person beneficially owns as set forth in
Item 4(a) above, by 24,378,330 shares of outstanding Common Stock of the Issuer as confirmed by the Issuer’s transfer agent
as of November 6, 2020.
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: See Cover Pages Items 5-9
|
|
(ii)
|
Shared
power to vote or to direct the vote: See Cover Pages Items 5-9
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: See Cover Pages Items 5-9
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: See Cover Pages Items 5-9
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Not
Applicable
|
Item
6.
|
Ownership
of more than Five Percent on Behalf of Another Person.
|
Not
Applicable
|
Item
7.
|
Identification
and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person.
|
Not
Applicable
|
Item
8.
|
Identification
and classification of members of the group.
|
Not
Applicable
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable
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.
Dated: 12/31/2020
RONALD
BAUER
|
|
|
|
/s/
Ronald Bauer
|
|
Name:
Ronald Bauer
|
|
|
|
TYCHE
CAPITAL LLC
|
|
|
|
/s/
Ronald Bauer
|
|
Name:
Ronald Bauer
|
|
Its:
Manager
|
|
|
|
THESEUS
CAPITAL LTD.
|
|
|
|
/s/
Ronald Bauer
|
|
Name:
Ronald Bauer
|
|
Its:
CEO
|
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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