Current Report Filing (8-k)
2021年2月4日 - 6:41AM
Edgar (US Regulatory)
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):
January 28, 2021
180 LIFE SCIENCES CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-38105
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81-3832378
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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830 Menlo Avenue, Suite 100
Menlo Park, CA
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94025
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: 650-854 4400
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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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
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.0001 per share
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ATNF
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The NASDAQ Stock Market LLC
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Warrants to purchase shares of Common Stock
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ATNFW
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The NASDAQ Stock Market LLC
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EXPLANATORY NOTE
As
previously disclosed, on November 6, 2020, KBL Merger Corp. IV (as it was known prior to the closing of the Business Combination
(defined below), which has since changed its name to 180 Life Sciences Corp., referred to herein as “KBL” (prior to
the Business Combination) and the “Company” after the Business Combination) consummated the previously announced business
combination (the “Business Combination”) following a special meeting of stockholders, where the stockholders of KBL
considered and approved, among other matters, a proposal to adopt that certain Business Combination Agreement (as amended, the
“Business Combination Agreement”), dated as of July 25, 2019, entered into by and among KBL, KBL Merger Sub, Inc. (“Merger
Sub”), 180 Life Corp. (f/k/a 180 Life Sciences Corp.) (“180 LS”), Katexco Pharmaceuticals Corp. (“Katexco”),
CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), 180 Therapeutics L.P. (“180 LP” and together with Katexco
and CBR Pharma, the “180 Subsidiaries” and, together with 180, the “180 Parties”), and Lawrence Pemble,
in his capacity as representative of the stockholders of the 180 LS Parties (the “Stockholder Representative”). Pursuant
to the Business Combination Agreement, among other things, Merger Sub merged with and into 180 LS, with 180 LS continuing as the
surviving entity and a wholly-owned subsidiary of KBL (the “Merger”). The Merger became effective on November 6, 2020
(the closing of the Merger being referred to herein as the “Closing”). In connection with, and prior to, the Closing,
180 LS filed a Certificate of Amendment of its Certificate of Incorporation in Delaware to change its name to 180 Life Corp., and
KBL changed its name to 180 Life Sciences Corp. References to “KBL” in this report refer to 180 Life Sciences Corp.
(formerly KBL Merger Corp. IV) before the Closing of the Business Combination and references to the “Company” refer
to 180 Life Sciences Corp. (formerly KBL Merger Corp. IV) after the Business Combination, unless the context suggests otherwise.
As
previously reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”
or the “SEC”) on December 31, 2020, on December 29, 2020, the Board of Directors of the Company concluded, after discussion
with the Company’s management and the independent registered public accounting firm for KBL, that the consolidated financial
statements of the Company, which were prepared by the former KBL management, for the interim period ended September 30, 2020, should
no longer be relied upon due to errors in the consolidated financial statements and should be restated.
Item 3.02. Unregistered Sales of Equity
Securities.
From January 15, 2021 to
January 21, 2021, the holders of the Company’s convertible promissory notes sold pursuant to that certain Securities Purchase
Agreement, dated as of June 12, 2020, among the Company, the investors signatory thereto, and Dominion Capital LLC as purchaser
agent (the “Purchase Agreement”), converted an aggregate of $916,667 of principal and interest owed under such convertible
notes into an aggregate of 338,393 shares of our common stock, pursuant to the terms of such notes, as amended, at conversion prices
of between $2.45 and $2.86 per share. The current balance of the outstanding convertible promissory notes sold pursuant to the
Purchase Agreement are currently approximately $717,111.
The shares issuable upon
conversion of the convertible notes have been registered on a resale registration statement.
We claim an exemption from
registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, for the above issuances.
Item 4.02. Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review.
On
August 20, 2020, the Company filed a Quarterly Report on Form 10-Q with the SEC for the fiscal quarter ended June 30, 2020.
On January 28, 2021, the
Board of Directors of the Company concluded, in connection with the preparation of the restated financial statements for the quarter
ended September 30, 2020, and after discussion with the Company’s management and the independent registered public accounting
firm for KBL, that the consolidated financial statements of the Company, which were prepared by the former KBL management, for
the interim period ended June 30, 2020 (the “Non-Reliance Period”), should no longer be relied upon due to errors in
the consolidated financial statements and the related disclosures and should be restated.
Specifically, subsequent
to the filing of the December 31, 2020 Current Report on Form 8-K, the Company’s management became aware of the following
transactions which were not recorded or disclosed by KBL during the Non-Reliance Period. A description of the transactions are
as follows:
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1.
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$155,555 of cash fees earned by an investment banking firm for a private placement which closed on June 12, 2020. These fees were not recorded in the financial statements of KBL. The result is an understatement of accrued liabilities and an understatement of the debt discount of convertible promissory notes for KBL at June 30, 2020.
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$96,011 of accrued issuable equity as a result of the warrants issuable to the same investment banking firm for the private placement which closed on June 12, 2020. These amounts resulting from the warrants issuable were not recorded in the financial statements of KBL. The result is an omission of accrued issuable equity and an understatement of the debt discount of convertible promissory notes for KBL at June 30, 2020.
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3.
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After taking into account the above mentioned
adjustments, in order to avoid recording a debt discount which exceeds the face value of the convertible promissory notes, an additional
adjustment was required in order to reduce the debt discount and the related beneficial conversion feature by $144,085.
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4.
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Pursuant to an agreement entered into between
KBL, Dr. Marlene Krauss (the former Chief Executive Officer and director of the Company) and Tyche Capital LLC on June 26, 2020
(“Resignation Agreement”), KBL had an obligation to pay to Dr. Krauss $500,000. This payment to Dr. Krauss was not
recorded in the financial statements of KBL. The result is an understatement of compensation expense in the consolidated statements
of operations of KBL and an understatement of the accrued expenses in the balance sheet of KBL at June 30, 2020.
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5.
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Pursuant to the Resignation Agreement, Dr.
Krauss received 500,000 shares from an escrow account and KBL issued 500,000 new shares to an escrow account for the benefit of
Tyche Capital LLC, which were not recorded in the financial statements of KBL. The result is an understatement of compensation
expense by $2,625,000 in the consolidated statements of operations of KBL and an omission of additional paid in capital by the
same amount at June 30, 2020.
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6.
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After taking into account the above mentioned
adjustments, in order to bring the shareholder equity of KBL back to over $5,000,000, as required by KBL’s formation documents,
an additional $644,085 of temporary equity was transferred to permanent equity as of June 30, 2020. As a result, the common stock
subject to possible redemption was overstated by this amount in the previously filed June 30, 2020 consolidated balance sheet.
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The Company is working
to complete the restatement of the KBL consolidated financial statements for the Non-Reliance Period to address the matters disclosed
above as well as restatement of the KBL consolidated financial statements for the quarter ended September 30, 2020 and intends
to file the restated KBL consolidated financial statements for the Non-Reliance Period as well as the quarter ended September 30,
2020 by February 8, 2021. Accordingly, investors and others should rely only on the financial information and other disclosures
regarding the Non-Reliance Period once the Company restates the KBL consolidated financial statements and not rely on any previously
issued or filed registration statements or reports, earning press releases, investor presentations or other communications related
thereto covering the Non-Reliance Period.
The Company’s Chair
of the Audit Committee and management discussed the above matters with the Company’s independent registered accounting firm.
Forward-Looking Statements
Certain
statements included in this Form 8-K are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding the Company’s
intent to restate its prior consolidated financial statements for the Non-Reliance Period, the effects of the restatement of the
Company’s past financial statements and the expected timing of filing of the Company’s amended periodic report. These
statements are subject to risks and uncertainties, including the risk that the process of preparing the restated consolidated financial
statements or other subsequent events would require the Company to make additional adjustments to its financial statements and
the time and effort required to complete the restatement of its consolidated financial statements and file the amended quarterly
report. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this
report. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any
reason, even if new information becomes available in the future.
SIGNATURES
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: February 3, 2021
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180 LIFE SCIENCES CORP.
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By:
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/s/ James N. Woody, M.D., Ph.D..
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Name: James N. Woody, M.D., Ph.D.
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Title: Chief Executive Officer
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KBL Merger Corporation IV (NASDAQ:KBLM)
過去 株価チャート
から 6 2024 まで 7 2024
KBL Merger Corporation IV (NASDAQ:KBLM)
過去 株価チャート
から 7 2023 まで 7 2024