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): October 9, 2020
KBL
MERGER CORP. IV
(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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30
Park Place, Suite 45E
New York, NY
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10007
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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: (302) 502-2727
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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KBLM
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The
NASDAQ Stock Market LLC
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Warrants,
each warrant exercisable for one-half of one share of Common Stock at an exercise price of $5.75 per half share
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KBLMW
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The
NASDAQ Stock Market LLC
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Rights,
exchangeable into one-tenth of one share of Common Stock
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KBLMR
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The
NASDAQ Stock Market LLC
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Units,
each consisting of one share of Common Stock, one Warrant and one Right
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KBLMU
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The
NASDAQ Stock Market LLC
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Item
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.l to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation
dated as of the fourth quarter of 2020 that will be used by KBL Merger Corp. IV (“KBL” or the “Company”)
in making presentations to certain of its stockholders and other persons with respect to the transactions contemplated by that
certain Business Combination Agreement, dated as of July 25, 2019 (as it may be amended from time to time, the “Business
Combination Agreement”; and the transactions contemplated thereby, the “Business Combination”), entered into
among KBL, 180 Life Sciences Corp (“180”), 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”), KBL Merger Sub, Inc., and Lawrence Pemble, in his capacity as representative of the stockholders of 180
and the 180 Subsidiaries.
The
information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished pursuant to Item 7.01
and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act,
regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Item
8.01. Other Events.
On
October 12, 2020, the Company issued a press release announcing that the registration statement on Form S-4 (File No. 333-234650)
(as amended, the “Registration Statement”), filed by the Company relating to the previously announced Business Combination
contemplated by the Business Combination Agreement, whereby KBL Merger Sub, Inc. will merge with and into 180 with 180 surviving
the merger and continuing as a wholly-owned subsidiary of the Company, has been declared effective by the U.S. Securities and
Exchange Commission (the “SEC”) and that it has commenced mailing the definitive proxy statement/prospectus relating
to the Special Meeting (the “Special Meeting”) of the Company’s stockholders to be held on October 26, 2020
in connection with the Business Combination. The proxy statement/prospectus is being mailed to the Company’s stockholders
of record as of the close of business on September 30, 2020.
A
copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Forward-Looking
Statements
Certain
statements made herein are “forward-looking statements” within the meaning of U.S. federal securities laws. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements and factors that may cause such differences include,
without limitation, statements relating to the timing and completion of the proposed business combination; KBL’s continued
listing on the Nasdaq Stock Market until closing of the proposed business combination; expectations regarding the capitalization,
resources and ownership structure of the combined company; the inability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things, the amount of cash available following any redemptions by
KBL stockholders; the ability to meet the Nasdaq Stock Market’s listing standards following the consummation of the transactions
contemplated by the proposed business combination; costs related to the proposed business combination; expectations with respect
to future performance, growth and anticipated acquisitions; ability to recognize the anticipated benefits of the proposed business
combination; 180’s ability to execute its plans to develop and market new drug products and the timing and costs of these
development programs; 180’s estimates of the size of the markets for its potential drug products; potential litigation involving
KBL or 180 or the validity or enforceability of 180’s intellectual property; global economic conditions; geopolitical events
and regulatory changes; access to additional financing; and other risks and uncertainties indicated from time to time in filings
with the SEC. Other factors include the possibility that the proposed business combination does not close, including due to the
failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors
is not exclusive. Additional information concerning these and other risk factors is contained in KBL’s most recent filings
with the SEC, as well as in the definitive proxy statement/prospectus filed as result of the transactions described above. All
subsequent written and oral forward-looking statements concerning KBL or 180, the transactions described herein or other matters
and attributable to KBL or 180 or any person acting on their behalf are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of
the date made. None of KBL or 180 undertake or accept any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances
on which any such statement is based.
Additional
Information about the Business Combination and Where to Find It
KBL
has filed a registration statement on Form S-4, which includes a proxy statement/prospectus for KBL’s stockholders, with
the SEC. The registration statement was declared effective by the SEC on October 9, 2020. KBL’s definitive proxy statement/prospectus
will be mailed to KBL’s stockholders that do not opt to receive the document electronically. KBL urges investors, stockholders
and other interested persons to read the proxy statement/prospectus, as well as other documents that will be filed with the SEC,
because these documents will contain important information about the proposed business combination. Such persons can also read
KBL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings
of its officers and directors and their respective interests as security holders in the consummation of the proposed business
combination. KBL’s definitive proxy statement/prospectus, which is included in the registration statement, is being mailed
to stockholders of KBL as of the close of business on September 30, 2020. KBL’s stockholders can also obtain a copy of such
documents, without charge, by directing a request to: KBL Merger Corp. IV, 30 Park Place, Suite 45E, New York, NY 10007; e-mail:
admin@kblvc.com. These documents can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants
in the Solicitation
KBL
and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting
of KBL’s stockholders to be held to approve the proposed transactions in connection with the business combination. Information
regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of KBL’s stockholders
in connection with the proposed transactions are set forth in the definitive proxy statement/prospectus included in the registration
statement. You can find information about KBL’s executive officers and directors in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, which was filed with the SEC on April 7, 2020. You can obtain free copies of these documents
from KBL using the contact information above.
Disclaimer
This
communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of KBL and 180, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
SIGNATURE
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:
October 13, 2020
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KBL
MERGER CORP. IV
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By:
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/s/
Marlene Krauss, M.D.
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Name:
Marlene Krauss, M.D.
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Title:
Chief Executive Officer
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3
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