|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $ 11.5 | 11/06/2020 | J(4) | 236,507 | 12/06/2020 | 11/06/2025 | common stock | 236,507 | $ 0 | 236,507 | I | See footnote (3) | |||
| Rights to acquire common stock | (2) | 11/06/2020 | C(2) | 473,013 | (2) | (2) | common stock | 47,302 | $ 0 | 0 | I | See footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KRAUSS MARLENE 30 PARK PLACE, SUITE 64B NEW YORK, NY 10007 |
X | |||
| KBL IV SPONSOR LLC 30 PARK PLACE, SUITE 64B NEW YORK, NY 10007 |
X | |||
| /s/ Marlene Krauss, M.D. | 11/10/2020 | |
| **Signature of Reporting Person | Date | |
| /s/ Marlene Krauss, M.D., as Managing Member of KBL IV Sponsor LLC | 11/10/2020 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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") |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |