Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.19.2
Subsequent Events
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

9. SUBSEQUENT EVENTS

 

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

On July 25, 2019, the Company entered into a Business Combination Agreement with CannBioRx, the CannBioRx Subsidiaries, Merger Sub, and the Stockholder Representative, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, Merger Sub will merge with and into CannBioRx, with CannBioRx continuing as a wholly owned subsidiary of the Company at Closing. 

 

Subject to the terms and conditions of the Business Combination Agreement, at the Closing, (a) each outstanding share of CannBioRx common stock will be converted into the right to receive a number of shares of the Company's common stock (the "KBL Common Stock") equal to the exchange ratio described below; (b) each outstanding share of CannBioRx preferred stock will be converted into the right to receive a number of shares of the Company's preferred stock on a one-for-one basis; and (c) each outstanding exchangeable share of CannBioRx or any of the CannBioRx Subsidiaries, as the case may be, will be converted into the right to receive a number of exchangeable shares equal to the exchange ratio described below. Each exchangeable share will be an exchangeable share in a Canadian subsidiary of the Company that will be exchangeable for KBL Common Stock.

 

Subject to the terms and conditions of the Business Combination Agreement, at the Closing, the Company will acquire 100% of the outstanding equity and equity equivalents of CannBioRx (including options, warrants or other securities that have the right to acquire or convert into equity securities of the Company) in exchange for shares of KBL Common Stock (the "Transaction Shares") valued at $175 million, subject to adjustment. Each Transaction Share will have a value equal to $10.00. The $175 million of consideration will be reduced by the amount of any liabilities of CannBioRx in excess of $5 million at the Closing.