4//SEC Filing
KBL IV SPONSOR LLC 4
Accession 0001213900-20-036233
CIK 0001690080other
Filed
Nov 9, 7:00 PM ET
Accepted
Nov 10, 6:00 PM ET
Size
17.0 KB
Accession
0001213900-20-036233
Insider Transaction Report
Form 4
KRAUSS MARLENE
DirectorChief Executive Officer10% Owner
Transactions
- Conversion
Common Stock
2020-10-06+47,302→ 2,489,065 total(indirect: See footnote) - Other
Common Stock
2020-10-06−906,250→ 3,395,315 total(indirect: See footnote) - Other
Warrants
2020-11-06+236,507→ 236,507 total(indirect: See footnote)Exercise: $11.50From: 2020-12-06Exp: 2025-11-06→ common stock (236,507 underlying) - Conversion
Rights to acquire common stock
2020-11-06−473,013→ 0 total(indirect: See footnote)→ common stock (47,302 underlying) - Conversion
Common Stock
2020-10-06$4.00/sh+198,751$795,004→ 2,687,816 total(indirect: See footnote)
KBL IV SPONSOR LLC
10% Owner
Transactions
- Other
Common Stock
2020-10-06−906,250→ 3,395,315 total(indirect: See footnote) - Conversion
Common Stock
2020-10-06$4.00/sh+198,751$795,004→ 2,687,816 total(indirect: See footnote) - Conversion
Common Stock
2020-10-06+47,302→ 2,489,065 total(indirect: See footnote) - Conversion
Rights to acquire common stock
2020-11-06−473,013→ 0 total(indirect: See footnote)→ common stock (47,302 underlying) - Other
Warrants
2020-11-06+236,507→ 236,507 total(indirect: See footnote)Exercise: $11.50From: 2020-12-06Exp: 2025-11-06→ common stock (236,507 underlying)
Footnotes (5)
- [F1]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")
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
180 Life Sciences Corp.
CIK 0001690080
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001706868
Filing Metadata
- Form type
- 4
- Filed
- Nov 9, 7:00 PM ET
- Accepted
- Nov 10, 6:00 PM ET
- Size
- 17.0 KB