UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. __)*

 

180 LIFE SCIENCES CORP.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

 

(Title of Class of Securities)

 

68236V104 

(CUSIP Number)

 

Sir Marc Feldmann, Ph.D.

830 Menlo Avenue, Suite 100
Menlo Park, California 94025

(302) 502-2727

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 6, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 68236V104 Schedule 13D Page 2 of 6

 

1.

Name of Reporting Person

 

Sir Marc Feldmann, Ph.D.

2.

Check the Appropriate Box if a Member of a Group.

(a) ☐

(b) ☐

3.

SEC Use Only

 

 

4.

Source of Funds

 

SC

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). ☐

 

 

6.

Citizenship or Place of Organization

 

UK and Australian citizen

Number of Shares
Beneficially
Owned by Each
Reporting Person
With 		7.

Sole Voting Power

 

2,596,848 shares

8.

Shared Voting Power

 

-0- shares

9.

Sole Dispositive Power

 

2,596,848 shares

10.

Shared Dispositive Power

 

-0- shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,596,848 shares

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares. ☐

 

 

13.

Percent of Class Represented by Amount in Row (11)

 

10.5%

14.

Type of Reporting Person

 

IN

 

 

 

 

CUSIP No. 68236V104 Schedule 13D Page 3 of 6

 

Item 1. Security and Issuer

 

This Statement relates to the common stock, $0.0001 par value per share (the “Common Stock”), of 180 Life Sciences Corp., a Delaware corporation, formerly KBL Merger Corp. IV (the “Issuer” or the “Company”). The principal executive offices of the Issuer are located at 830 Menlo Avenue, Suite 100, Menlo Park, California 94025.

 

Item 2. Identity and Background

 

(a) This Statement is being filed by Sir Marc Feldmann, FRS, Ph.D., the “Reporting Person”.

 

(b) Sir Feldmann’s business address is 830 Menlo Avenue, Suite 100, Menlo Park, California 94025.

Nearly all the work will be performed while in the UK, working from home.

 

(c) Sir Feldmann’s business occupation is the Co-Executive Chairman of the Board of the Issuer. He is also on Board of and Chair of other companies.

 

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Sir Feldmann is a citizen of the United Kingdom and Australia.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Effective on November 6, 2020 (the “Closing Date”), the Issuer (then known as KBL Merger Corp. IV, which changed its name to 180 Life Science Corp. in connection with the Business Combination (discussed below)), a special purpose acquisition company (SPAC), completed the transactions contemplated by that certain Business Combination Agreement, dated as of July 25, 2019 (as amended on January 29, 2020, to extend the termination date to April 9, 2020, and on August 7, 2020, to extend the termination date to November 9, 2020, the “Combination Agreement”), by and among the Issuer, KBL Merger Sub, Inc. (“KBL Merger Sub”), 180 Life Sciences Corp. (which prior to the Business Combination was a privately held Delaware corporation)(“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” and, together with 180, the “180 Parties”), and Lawrence Pemble, in his capacity as representative of the stockholders of the 180 Parties (the “Stockholder Representative”), pursuant to which KBL Merger Sub merged with and into 180 with 180 surviving the combination and continuing as a wholly-owned subsidiary of the Issuer (the “Business Combination”).

 

As a result of the Business Combination, the stockholders of 180 (including Sir Feldmann) received shares of the Issuer’s Common Stock and the existing exchangeable shares (collectively, the “Exchangeable Shares”) of CannBioRex Purchaseco ULC and/or Katexco Purchaseco ULC, Canadian subsidiaries of 180, were adjusted in accordance with the share provisions in the articles of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC, as applicable, governing the Exchangeable Shares, such that they were multiplied by the applicable exchange ratio and became exchangeable into shares of the Issuer’s common stock.

 

More information regarding the Business Combination is included in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 12, 2020.

 

Pursuant to the Business Combination, Sir Feldmann received 2,596,848 shares of the Issuer’s common stock in exchange for the 15,207.9782 shares of 180 which he held prior to the Business Combination.

 

 

 

 

CUSIP No. 68236V104 Schedule 13D Page 4 of 6

 

Item 4. Purpose of the Transaction

 

The information set forth in Item 3 is hereby incorporated by reference into this Item 4.

 

The Reporting Person acquired the securities for investment purposes. In the future, depending on general market and economic conditions affecting the Issuer and other relevant factors, the Reporting Person may purchase additional securities of the Issuer or dispose of some or all of the securities he currently owns from time to time in open market transactions, private transactions or otherwise.

 

The Reporting Person does not currently have any plans or proposals which relate to or would result in the following described:

 

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e) Any material change in the present capitalization or dividend policy of the Issuer;

 

(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

 

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

 

(j) Any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

 

(a) As of the close of business on November 11, 2020, the Reporting Person beneficially owned in aggregate 2,596,848 shares of Common Stock representing 10.5% of the 24,787,595 shares of the Company’s issued and outstanding Common Stock on such date (as set forth in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 11, 2020).

 

(b) Sir Feldmann has the sole power to vote and to dispose of the 2,596,848 shares of Common Stock which he holds.

 

(c) See Item 3, above.

 

(d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Person.

 

(e) N/A.

 

 

 

 

CUSIP No. 68236V104 Schedule 13D Page 5 of 6

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

In connection with the Business Combination, certain stockholders of 180, including the Reporting Person, entered into a Lock-Up Agreement (each, a “Lockup Agreement”).  Pursuant to the terms of the Lockup Agreement, the Reporting Person agreed not to, except in limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, 5,996.9944 shares of 180 (equivalent to 2,560,694)  shares of the Issuer following the Closing Date), including, as applicable, shares of Issuer Common Stock received in the Business Combination and issuable upon exercise of certain options, in each case until the earlier of (i) one year after the Closing Date, or (ii) on such earlier date as provided in clauses (x) or (y) below if, subsequent to the Closing Date, (x) the last sale price of the Issuer’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after the Closing Date or (y) the date following the Business Combination on which the Issuer completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Issuer’s stockholders having the right to exchange their shares of Issuer Common Stock for cash, securities or other property.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit No.   Description
     
A   Lock-Up Agreement, dated December 19, 2019

 

 

 

 

CUSIP No. 68236V104 Schedule 13D Page 6 of 6

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

November 18, 2020

 

/s/ Sir Marc Feldmann, Ph.D.  
Sir Marc Feldmann, Ph.D.  

 

 

 

 

Exhbit A

 

LOCK-UP AGREEMENT

 

December 19, 2019

 

KBL Merger Corp. IV

150 West 56th Street, Suite 5901

New York, NY 10019

 

Ladies and Gentlemen:

 

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that KBL Merger Corp. IV, a Delaware corporation (“KBL”) has entered into a Business Combination Agreement, dated July 25, 2019 (as the same may be amended from time to time, the “Business Combination Agreement”) with KBL Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of KBL (“Merger Sub”), CannBioRx Life Sciences Corp., a Delaware corporation (the “Company”), Katexco Pharmaceuticals Corp., a British Columbia corporation (“Katexco”), CannBioRex Pharmaceuticals Corp., a British Columbia corporation (“CBR Pharma”), 180 Therapeutics LP, a Delaware limited partnership (“180” and together with Katexco and CBR Pharma, the “Company Subsidiaries”), and Lawrence Pemble, in his capacity as representative of the stockholders of the Company and the Company Subsidiaries which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), upon the terms and subject to the conditions set forth in the Business Combination Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.

 

As you are aware, the Company and the Company Subsidiaries completed a corporate restructuring on July 16, 2019, pursuant to which the Company has become the parent and direct owner of 100% of the common equity of 180 and the ultimate parent and indirect owner of 100% of the common equity of Katexco and CBR Pharma. KBL has filed a Form S-4 on November 12, 2019 with the SEC in relation to the Merger.

 

This Lock-Up Agreement supersedes any previous lock-up agreements entered into between the undersigned signatory and KBL.

 

1. As material inducement to each of the Parties having entered into the Business Combination Agreement and to consummate the Contemplated Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably agrees that, subject to the exceptions set forth herein, without the prior written consent of KBL, the undersigned will not, until the earlier of (i) one year after the Business Combination, or (ii) on such earlier date as provided in clauses (x) or (y) below if, subsequent to the Business Combination, (x) the last sale price of the Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after the Business Combination or (y) the date following the Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Restricted Period”):

 

(a) offer, pledge, sell, contract to sell, sell any option, warrant or contract to purchase, purchase any option, warrant or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, at least 5,996.9944 shares of KBL Common Stock or any securities convertible into or exercisable or exchangeable for KBL Common Stock (including without limitation, (a) KBL Common Stock or such other securities of KBL which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC, (b) securities of KBL which may be issued upon exercise of a stock option or warrant and (c) KBL Common Stock or such other securities to be issued to the undersigned in connection with the Merger), in each case, that are currently or hereafter owned of record or beneficially (including holding as a custodian) by the undersigned (collectively, the “Undersigned’s Shares”), or publicly disclose the intention to make any such offer, sale, pledge, grant, transfer or disposition;

 

 

 

 

(b) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares regardless of whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of KBL Common Stock or such other securities, in cash or otherwise; or

 

(c) make any demand for or exercise any right with respect to the registration of any shares of KBL Common Stock or any security convertible into or exercisable or exchangeable for KBL Common Stock.

 

2. The restrictions and obligations contemplated by this Lock-Up Agreement shall not apply to:

 

(a) transfers of the Undersigned’s Shares:

 

(i) if the undersigned is a natural person, (A) to any person related to the undersigned by blood or adoption who is an immediate family member of the undersigned, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of the undersigned or any of the undersigned’s Family Members, (B) to the undersigned’s estate, following the death of the undersigned, by will, intestacy or other operation of law, (C) as a bona fide gift to a charitable organization, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by the undersigned and/or by any such Family Member(s);

 

(ii) if the undersigned is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned, including investment funds or other entities under common control or management with the undersigned, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (C) as a bona fide gift to a charitable organization; or

 

(iii) if the undersigned is a trust, to any grantors or beneficiaries of the trust;

 

provided that, in the case of any transfer or distribution pursuant to this clause (a), such transfer is not for value and each donee, heir, beneficiary or other transferee or distributee shall sign and deliver to KBL a lock-up agreement in the form of this Lock-Up Agreement with respect to the shares of KBL Common Stock or such other securities that have been so transferred or distributed;

 

(b) the exercise of an option (including a net or cashless exercise of an option) to purchase shares of KBL Common Stock, and any related transfer of shares of KBL Common Stock to KBL for the purpose of paying the exercise price of such options or any related transfer of shares of KBL Common Stock for paying taxes (including estimated taxes) due as a result of the exercise of such options (or the disposition to KBL of any shares of restricted stock granted pursuant to the terms of any employee benefit plan or restricted stock purchase agreement); provided that, for the avoidance of doubt, the underlying shares of KBL Common Stock shall continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement;

 

(c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of KBL Common Stock; provided that such plan does not provide for any transfers of KBL Common Stock during the Restricted Period; or

 

2

 

 

(d) transfers or distributions pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of KBL Common Stock involving a change of control of KBL (including entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of shares of KBL Common Stock (or any security convertible into or exercisable for KBL Common Stock), or vote any shares of KBL Common Stock in favor of any such transaction or taking any other action in connection with any such transaction), provided that the restrictions set forth in this Lock-Up Agreement shall continue to apply to the Undersigned’s Shares should such tender offer, merger, consolidation or other transaction not be completed;

 

and provided, further, that, with respect to each of (a), (b) and (c) above, no filing by any party (including any donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act (other than (i) a filing at any time on a Form 5 or (ii) a filing after the expiration of the Restricted Period on a Schedule 13D or Schedule 13G (or Schedule 13D/A or Schedule 13G/A)), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the Restricted Period (other than in respect of a required filing under the Exchange Act in connection with the exercise of an option to purchase KBL Common Stock following such individual’s termination of service relationship (including service as a director) with KBL that would otherwise expire during the Restricted Period, provided that reasonable notice shall be provided to KBL prior to any such filing).

 

3. Any attempted transfer in violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement, and will not be recorded on the share register of KBL. In furtherance of the foregoing, the undersigned agrees that KBL and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. KBL may cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents, ledgers or instruments evidencing the undersigned’s ownership of KBL Common Stock:

 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

 

4. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

 

5. The undersigned acknowledges and agrees that the Company is and shall be a third party beneficiary of this Lock-Up Agreement, including, without limitation, the right to provide written consent and waiver prior to the Closing, and shall be entitled to enforce the terms and provisions of this Lock-Up Agreement to the same extent as if it was initially a party hereto.

 

6. In the event that any holder of KBL Common Stock or securities convertible into or exercisable or exchangeable for KBL Common Stock that is subject to a substantially similar letter agreement entered into by such holder, other than KBL or the undersigned, is permitted by KBL to sell or otherwise transfer or dispose of shares of KBL Common Stock or securities convertible into or exercisable or exchangeable for KBL Common Stock for value other than as permitted by this Lock-Up Agreement or a substantially similar letter agreement entered into by such holder, the same percentage of shares of KBL Common Stock or securities convertible into or exercisable or exchangeable for KBL Common Stock held by the undersigned shall be immediately and fully released on the same terms from any remaining restrictions set forth herein.

 

7. The undersigned understands that if the Business Combination Agreement is terminated for any reason, the undersigned shall automatically be released from all restrictions and obligations under this Lock-Up Agreement. The undersigned understands that KBL and the Company are proceeding with the Contemplated Transactions in reliance upon this Lock-Up Agreement.

 

3

 

 

8. Any and all remedies herein expressly conferred upon KBL will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity, and the exercise by KBL of any one remedy will not preclude the exercise of any other remedy. The undersigned agrees that irreparable damage would occur to KBL in the event that any provision of this Lock-Up Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that KBL shall be entitled to an injunction or injunctions to prevent breaches of this Lock-Up Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which KBL is entitled at law or in equity, and the undersigned waives any bond, surety or other security that might be required of KBL with respect thereto.

 

9. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

 

10. This Lock-Up Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Lock-Up Agreement (in counterparts or otherwise) by KBL and the undersigned by facsimile or electronic transmission in .pdf format shall be sufficient to bind such parties to the terms and conditions of this Lock-Up Agreement.

 

(Signature Page Follows)

 

4

 

 

    Very truly yours,
     

Print Name of Stockholder:

  MARC FELDMANN

 

  Signature (for individuals):
     
 
   
  Signature (for entities):
     
  By:  
    Name:        
    Title:  

 

[Signature Page to Lock-up Agreement]

 

5

 

 

Accepted and Agreed by  
     
By /s/ LAWRENCE PEMBLE  
Name:  LAWRENCE PEMBLE  
Title: DIRECTOR  

 

 

6