As filed with the U.S. Securities and Exchange Commission on August 28, 2020

Registration No. 333-234650

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________

Amendment No. 2
to
FORM S
-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________________________

KBL MERGER CORP. IV

(Exact name of registrant as specified in its charter)

Delaware

 

6770

 

81-3832378

(State or Other Jurisdiction of Incorporation or Organization)

 

(Primary Standard Industrial Classification Code Number)

 

(I.R.S. Employer
Identification No.)

30 Park Place, Suite 45E
New York, NY 10007
Phone: (302) 502
-2727
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

___________________________________

Dr. Marlene Krauss

Chief Executive Officer
KBL Merger Corp. IV
30 Park Place, Suite 45E
New York, NY 10007
Phone: (302) 502
-2727
(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________________

Copies to:

M. Ali Panjwani, Esq.
Michael T. Campoli, Esq.
Pryor Cashman LLP
7 Times Square

New York,
NY 10036
(212)
421-4100

 

David M. Loev, Esq.
John S. Gillies, Esq.
The Loev Law Firm, PC
6300 West Loop South, Ste. 280
Bellaire, TX 77401

Tel:
(713) 524-4110

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

£

 

Smaller reporting company S

   

Non-accelerated

 

S

 

Emerging growth company S

   

Accelerated filer

 

£

   

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 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) £

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED
AUGUST 28, 2020

Dear Stockholders of KBL Merger Corp. IV:

You are cordially invited to attend the special meeting (the “special meeting”) of stockholders of KBL Merger Corp. IV (“KBL,” “we,” “our” or “us”). At the special meeting, KBL stockholders will be asked to consider and vote on proposals to:

(1)    approve and adopt the Business Combination Agreement, dated as of July 25, 2019 (as the same may be amended, the “Business Combination Agreement”), by and among KBL, KBL Merger Sub, Inc. (“KBL Merger Sub”), 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” 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 will merge with and into 180 with 180 surviving the merger and continuing as a wholly-owned subsidiary of KBL, and in consideration thereof, the stockholders of 180 shall receive shares of KBL’s common stock, par value $0.0001 per share (“KBL Common Stock”) and the existing exchangeable shares (collectively, the “Exchangeable Shares”) of CannBioRex Purchaseco ULC and/or Katexco Purchaseco ULC, Canadian subsidiaries of 180, shall be adjusted in accordance with the share provisions in the articles of CannBioRex Purchaseco ULC or Katexco Purchaseco ULC, as applicable, governing the Exchangeable Shares such that they are multiplied by the Exchange Ratio and become exchangeable into shares of KBL Common Stock. The Exchangeable Shares will entitle the holders to dividends and other rights that are substantially economically equivalent to those of holders of KBL Common Stock, and holders of Exchangeable Shares will have the right, through the applicable Voting and Exchange Agreement, to vote at meetings of KBL stockholders. Such acquisition and the other transactions contemplated by the Business Combination Agreement (the “business combination”) is referred to as the “Business Combination Proposal”;

(2)    approve and adopt amendments to KBL’s amended and restated certificate of incorporation (the “Charter”) to create two new classes of capital stock designated as Class C Special Voting Share and Class K Special Voting Share of KBL that will entitle the holder thereof to an aggregate number of votes, on any particular matter, proposition or question, equal to the number of Exchangeable Shares of each of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC, respectively, that are outstanding from time to time (the “Special Voting Shares” and such proposal, the “Special Voting Shares Charter Proposal”);

(3)    approve and adopt an amendment to the Charter to increase the number of authorized shares of KBL Common Stock, from 35,000,000 shares to 100,000,000 shares (the “Authorized KBL Common Stock Charter Proposal”);

(4)    approve and adopt an amendment to the Charter to increase the number of authorized shares of KBL’s preferred stock, par value $0.0001 per share (the “KBL Preferred Stock”), from 1,000,000 shares to 5,000,000 shares (the “Authorized KBL Preferred Stock Charter Proposal”);

(5)    approve and adopt an amendment to the Charter to change the name of “KBL Merger Corp. IV” to “180 Life Sciences Corp.” (the “Name Change Proposal”);

(6)    approve and adopt amendments to the Charter eliminating provisions in the Charter relating to our initial business combination that will no longer be applicable to us following the closing of the business combination (the “Closing”) (the “Additional Charter Proposal” and, together with the Special Voting Shares Charter Proposal, the Authorized KBL Common Stock Charter Proposal, the Authorized KBL Preferred Stock Charter Proposal and the Name Change Proposal, the “Charter Proposals”);

 

(7)    approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market (“Nasdaq”): (a) the issuance of at least 14,911,263 shares of KBL Common Stock in connection with the Closing; and (b) the future issuance of up to 2,588,737 shares of KBL Common Stock to holders of Exchangeable Shares in connection with any exchange of their Exchangeable Shares of each of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC (the “Nasdaq Proposal”);

(8)    approve and adopt the 180 Life Sciences Corp. 2020 Omnibus Incentive Plan (the “OIP”) and material terms thereunder (the “OIP Proposal”); and

(9)    approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal or the OIP Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals and the Nasdaq Proposal, the “Transaction Proposals” and, together with the OIP Proposal, the “Proposals”).

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which each KBL stockholder is encouraged to review carefully.

We refer to (a) the business combination and (b) the redemption, if any, by KBL of shares of KBL Common Stock held by any public stockholders (as defined below) in connection with the business combination, collectively, as the “Transactions.”

KBL’s Common Stock, rights and warrants, which are exercisable for shares of KBL Common Stock under certain circumstances, are currently listed on Nasdaq under the symbols “KBLM,” “KBLMR” and “KBLMW,” respectively. Certain of our shares of KBL Common Stock and warrants currently trade as units consisting of one share of KBL Common Stock and one-half of one warrant, and are listed on Nasdaq under the symbol “KBLMU.” The units will automatically separate into the component securities upon the Closing and, as a result, will no longer trade as a separate security. Upon the Closing, we intend to change our name from “KBL Merger Corp. IV” to “180 Life Sciences Corp.,” and we have applied to continue the listing of our KBL Common Stock and warrants on Nasdaq under the symbols “ATNF” and “ATNFW,” respectively.

Pursuant to our Charter, we are providing the holders of shares of KBL Common Stock originally sold as part of the units issued in our IPO, which closed on June 7, 2017 (the “IPO” and such holders, the “public stockholders”), with the opportunity to redeem, upon the Closing, shares of KBL Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of units to KBL IV Sponsor LLC (the “Sponsor”) and subsequent loans from the Sponsor that have been made in connection with previous amendments to our Charter to extend the period of time to consummate a business combination. For illustrative purposes, based on the fair value of marketable securities currently held in the Trust Account of approximately $10.3 million, as increased by anticipated loans to be made to us by our Sponsor prior to November 9, 2020 due to the extension of the period of time to consummate a business combination to November 9, 2020, the estimated per share redemption price will be approximately $11.03. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption with respect to more than an aggregate of 15% of the outstanding shares of KBL Common Stock sold in the IPO without the prior consent of KBL. Holders of KBL’s outstanding warrants sold in the IPO, which are exercisable for shares of KBL Common Stock under certain circumstances, do not have redemption rights in connection with the business combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the Business Combination Proposal with respect to any shares of KBL Common Stock they may hold, and the founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers and directors own approximately 60.5% of the outstanding shares of KBL Common Stock, including all of the founder shares (which includes the Escrowed Shares to be transferred to Tyche upon Closing as described herein, as well as the 500,000 shares of KBL Common Stock to be released from escrow pursuant to the Resignation Agreement, but which calculation does not give effect to the issuance of 500,000 shares of KBL Common Stock to Tyche pursuant to the Resignation Agreement). Our Sponsor, officers and directors have agreed to vote any shares of KBL Common Stock owned by them in favor of each of the Transaction Proposals.

 

KBL is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting and any adjournments or postponements of the special meeting. Your vote is very important. Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” set forth in this proxy statement/prospectus.

KBL’s board of directors recommends that KBL stockholders vote FOR each of the Proposals. When you consider the recommendation of KBL’s board of directors in favor of each of the Transaction Proposals, you should keep in mind that certain of KBL’s directors and officers have interests in the business combination that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Approval of the Business Combination Proposal, the Nasdaq Proposal, the OIP Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the shares of KBL Common Stock entitled to vote and actually cast thereon at the special meeting. Approval of each of the Charter Proposals requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of KBL Common Stock entitled to vote thereon at the special meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the Proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares of KBL Common Stock will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the Nasdaq Proposal, the OIP Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST each of the Charter Proposals. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE KBL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO KBL’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Thank you for your consideration of these matters.

Sincerely,

/s/ Marlene Krauss, M.D.

Marlene Krauss, M.D.
Chief Executive Officer
KBL Merger Corp. IV

Whether or not you plan to attend the special meeting, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, you must obtain a proxy from your broker or bank.

Neither the Securities and Exchange Commission nor any state securities commission has passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated _________, 2020 and is first being mailed to KBL stockholders on or about ___________, 2020.

 

KBL MERGER CORP. IV
30 Park Place, Suite 45E
New York, NY 10007

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF KBL MERGER CORP. IV

To Be Held On __________, 2020

To the Stockholders of KBL Merger Corp. IV:

NOTICE IS HEREBY GIVEN that the special meeting (the “special meeting”) of stockholders of KBL Merger Corp. IV (“KBL,” “we,” “our” or “us”) will be held at 10:00 a.m., local time, on     , 2020, at ________________________ for the following purposes:

(1)    The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of July 25, 2019 (as the same may be amended, the “Business Combination Agreement”), by and among KBL, KBL Merger Sub, Inc. (“KBL Merger Sub”), 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” 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 will merge with and into 180 with 180 surviving the merger and continuing as a wholly-owned subsidiary of KBL, and in consideration thereof, the stockholders of 180 shall receive shares of KBL’s common stock, par value $0.0001 per share (“KBL Common Stock”) and the existing exchangeable shares (collectively, the “Exchangeable Shares”) of CannBioRex Purchaseco ULC and/or Katexco Purchaseco ULC, Canadian subsidiaries of 180, shall be adjusted in accordance with the provisions in the articles of CannBioRex Purchaseco ULC or Katexco Purchaseco ULC, as applicable, governing the Exchangeable Shares such that they are multiplied by the Exchange Ratio and become exchangeable into shares of KBL Common Stock. The Exchangeable Shares will entitle the holders to dividends and other rights that are substantially economically equivalent to those of holders of KBL Common Stock, and holders of Exchangeable Shares will have the right, through the applicable Voting and Exchange Agreement, to vote at meetings of KBL stockholders. Such acquisition and the other transactions contemplated by the Business Combination Agreement (the “business combination”) is referred to as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

(2)    The Special Voting Shares Charter Proposal — To consider and act upon a proposal to approve and adopt amendments to KBL’s amended and restated certificate of incorporation (the “Charter”) to create two new classes of capital stock designated as Class C Special Voting Share and Class K Special Voting Share of KBL that will entitle the holder thereof to an aggregate number of votes, on any particular matter, proposition or question, equal to the number of Exchangeable Shares of each of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC, respectively, that are outstanding from time to time (the “Special Voting Shares” and such proposal, the “Special Voting Shares Charter Proposal”). A copy of our second amended and restated certificate of incorporation (the “Second A&R Charter”) reflecting the proposed amendments pursuant to the Special Voting Shares Charter Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(3)    The Authorized KBL Common Stock Charter Proposal — To consider and act upon a proposal to approve and adopt an amendment to the Charter to increase the number of authorized shares of KBL Common Stock, from 35,000,000 shares to 100,000,000 shares (the “Authorized KBL Common Stock Charter Proposal”). A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Authorized KBL Common Stock Charter Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(4)    The Authorized KBL Preferred Stock Charter Proposal — To consider and act upon a proposal to approve and adopt an amendment to the Charter to increase the number of authorized shares of KBL’s preferred stock, par value $0.0001 per share (the “KBL Preferred Stock”), from 1,000,000 shares to

 

5,000,000 shares (the “Authorized KBL Preferred Stock Charter Proposal”). A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Authorized KBL Preferred Stock Charter Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(5)    The Name Change Proposal — To consider and act upon a proposal to approve and adopt an amendment to the Charter to change the name of “KBL Merger Corp. IV” to “180 Life Sciences Corp.” (the “Name Change Proposal”). A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Name Change Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(6)    The Additional Charter Proposal — To consider and act upon a proposal to approve and adopt amendments to the Charter eliminating provisions in the Charter relating to our initial business combination that will no longer be applicable to us following the closing of the business combination (the “Closing”) (the “Additional Charter Proposal” and, together with the Special Voting Shares Charter Proposal, the Authorized KBL Common Stock Charter Proposal, the Authorized KBL Preferred Stock Charter Proposal and the Name Change Proposal, the “Charter Proposals”). A copy of the Second A&R Charter reflecting the proposed amendments pursuant to the Additional Charter Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(7)    The Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market (“Nasdaq”): (a) the issuance of at least 14,911,263 shares of KBL Common Stock in connection with the Closing; and (b) the future issuance of up to 2,588,737 shares of KBL Common Stock to holders of Exchangeable Shares in connection with any exchange of their Exchangeable Shares of each of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC (the “Nasdaq Proposal”).

(8)    The Omnibus Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the 180 Life Sciences Corp. 2020 Long Term Incentive Plan (the “OIP”) and material terms thereunder (the “OIP Proposal”). A copy of the OIP is attached to the accompanying proxy statement/prospectus as Annex C.

(9)    The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal or the OIP Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals and the Nasdaq Proposal, the “Transaction Proposals” and, together with the OIP Proposal, the “Proposals”).

We refer to (a) the business combination and (b) the redemption, if any, by KBL of shares of KBL Common Stock held by any public stockholders (as defined below) in connection with the business combination, collectively, as the “Transactions.”

Only holders of record of our KBL Common Stock at the close of business on __________, 2020 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements thereof. A complete list of KBL’s stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at KBL’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to our Charter, we are providing the holders of shares of KBL Common Stock originally sold as part of the units issued in our IPO, which closed on June 7, 2017 (the “IPO” and such holders, the “public stockholders”), with the opportunity to redeem, upon the Closing, shares of KBL Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of units to KBL IV Sponsor LLC (our “Sponsor”) and subsequent loans from the Sponsor that have been made in connection with previous amendments to our Charter to extend the period of time to consummate a business combination. For illustrative purposes, based on the fair value of marketable securities currently held in the Trust Account of approximately $10.3 million, as increased by anticipated loans to be made to us by our Sponsor prior to November 9, 2020 due to the extension of the period of time to consummate a business combination to November 9, 2020, the estimated per share redemption price will

 

be approximately $11.03. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption with respect to more than an aggregate of 15% of the outstanding shares of KBL Common Stock sold in the IPO without the prior consent of KBL. Holders of KBL’s outstanding warrants sold in the IPO, which are exercisable for shares of KBL Common Stock under certain circumstances, do not have redemption rights in connection with the business combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the Business Combination Proposal with respect to any shares of KBL Common Stock they may hold, and the founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers and directors own approximately 60.5% of the outstanding shares of KBL Common Stock, including all of the founder shares (which includes the Escrowed Shares to be transferred to Tyche upon Closing as described herein, as well as the 500,000 shares of KBL Common Stock to be released from escrow pursuant to the Resignation Agreement, but which calculation does not give effect to the issuance of 500,000 shares of KBL Common Stock to Tyche pursuant to the Resignation Agreement). Our Sponsor, officers and directors have agreed to vote any shares of KBL Common Stock owned by them in favor of each of the Transaction Proposals.

The Closing is conditioned on the approval of the Business Combination Proposal, the Charter Proposals and the Nasdaq Proposal at the special meeting. The Charter Proposals and the OIP Proposal are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the Transactions and each of our Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at (877) 870-8565 (toll free) or (206) 870-8565 (collect) or by email at ksmith@advantageproxy.com.

____________, 2020

By Order of the Board of Directors

/s/ Marlene Krauss, M.D.

Marlene Krauss, M.D.
Chief Executive Officer
KBL Merger Corp. IV

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on ________________, 2020: This notice of meeting and the related proxy statement/prospectus will be available at https://www.cstproxy.com/kblmerger/2020.

 

TABLE OF CONTENTS

SUMMARY TERM SHEET

 

3

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR KBL STOCKHOLDERS

 

8

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

19

SELECTED HISTORICAL FINANCIAL INFORMATION OF KBL

 

28

SELECTED HISTORICAL FINANCIAL DATA OF 180

 

29

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CBR PHARMA

 

30

SELECTED HISTORICAL FINANCIAL DATA OF 180 LP

 

31

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

 

32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

34

RISK FACTORS

 

35

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

65

SPECIAL MEETING OF KBL STOCKHOLDERS

 

78

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

82

PROPOSAL NO. 2 — THE SPECIAL VOTING SHARES CHARTER PROPOSAL

 

127

PROPOSAL NO. 3 — THE AUTHORIZED KBL COMMON STOCK CHARTER PROPOSAL

 

129

PROPOSAL NO. 4 — THE AUTHORIZED KBL PREFERRED STOCK CHARTER PROPOSAL

 

130

PROPOSAL NO. 5 — THE NAME CHANGE PROPOSAL

 

131

PROPOSAL NO. 6 — THE ADDITIONAL CHARTER PROPOSAL

 

132

PROPOSAL NO. 7 — THE NASDAQ PROPOSAL

 

133

PROPOSAL NO. 8 — THE OMNIBUS INCENTIVE PLAN PROPOSAL

 

135

PROPOSAL NO. 9 — THE ADJOURNMENT PROPOSAL

 

141

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF KBL

 

142

BUSINESS OF KBL

 

151

OFFICERS AND DIRECTORS OF KBL PRIOR TO CLOSING OF THE BUSINESS COMBINATION

 

156

EXECUTIVE COMPENSATION

 

161

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF 180

 

165

BUSINESS OF 180

 

194

OFFICERS AND DIRECTORS OF KBL FOLLOWING CLOSING OF THE BUSINESS
COMBINATION

 

231

BENEFICIAL OWNERSHIP OF SECURITIES

 

234

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

237

DESCRIPTION OF SECURITIES

 

241

INFORMATION ON KBL SECURITIES AND DIVIDENDS

 

253

APPRAISAL RIGHTS

 

253

LEGAL MATTERS

 

254

EXPERTS

 

254

HOUSEHOLDING INFORMATION

 

255

SUBMISSION OF STOCKHOLDER PROPOSALS

 

255

FUTURE STOCKHOLDER PROPOSALS

 

255

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

256

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A: BUSINESS COMBINATION AGREEMENT

 

A-1

ANNEX B: FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KBL

 

B-1

ANNEX C: FORM OF OMNIBUS INCENTIVE PLAN

 

C-1

ANNEX D-1: VOTING AND EXCHANGE AGREEMENT OF KATEXCO PURCHASECO ULC.

 

D-1-1

ANNEX D-2: VOTING AND EXCHANGE AGREEMENT OF CANNBIOREX PURCHASECO ULC.

 

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

•        “Board” is to the board of directors of KBL;

•        “business combination” are to the transactions contemplated by the Business Combination Agreement;

•        “Business Combination Agreement” are to the Business Combination Agreement, dated as of July 25, 2019 (as the same may be amended), by and among KBL, KBL Merger Sub, Inc. (“KBL Merger Sub”), 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 will merge with and into 180 with 180 surviving the merger and continuing as a wholly-owned subsidiary of KBL, and in consideration thereof, the stockholders of 180 shall, at the option of the holder, receive either shares of KBL Common Stock or their existing Exchangeable Shares will become exchangeable into shares of KBL Common Stock;

•        “Canadian Tax Act” means the Income Tax Act (Canada), as amended;

•        “180 Parties” are to 180 Life Sciences Corp. (“180”) and the 180 Subsidiaries;

•        “180 Subsidiaries” are to Katexco Pharmaceuticals Corp., (“Katexco”), CannBioRex Pharmaceuticals Corp., (“CBR Pharma”) and 180 Therapeutics L.P. (“180 LP”);

•        “Charter” is to KBL’s amended and restated certificate of incorporation;

•        “Closing” are to the consummation of the business combination;

•        “KBL Common Stock” are to our common stock, par value $0.0001 per share;

•        “Effective Time” is to the time as of which the merger becomes effective;

•        “Escrowed Shares” is to the 1,406,250 founder shares that the Sponsor acquired prior to the IPO and that it deposited in escrow with a third party escrow agent in connection with the entry into the Business Combination Agreement, of which, pursuant to the Resignation Agreement, 500,000 shares are to be released to our Sponsor.

•        “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•        “Exchangeable Shares” are to the exchangeable shares issued concurrently with the closing of the Reorganization by: (i) Katexco Purchaseco ULC to certain Canadian former shareholders of Katexco; and (ii) CannBioRex Purchaseco ULC to certain Canadian former shareholders of CBR Pharma, which are exchangeable for common stock of 180 prior to the Effective Time and become exchangeable into shares of KBL Common Stock following the Effective Time;

•        “founder shares” are to shares of our shares of KBL Common Stock initially purchased by the Sponsor in a private placement prior to our IPO;

•        “initial stockholders” are to holders of our founder shares prior to the IPO, including the Sponsor and our independent directors;

•        “IPO” are to our initial public offering of units, which closed on June 7, 2017;

•        “KBL,” “we,” “our” or “us” are to KBL Merger Corp. IV;

•        “management” or our “management team” are to our officers and directors;

•        “KBL Preferred Stock” are to our preferred stock, par value $0.0001 per share;

•        “private placement shares” are to the shares of KBL Common Stock underlying the private placement units;

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•        “private placement units” are to the units issued to the Sponsor in a private placement simultaneously with the closing of our IPO;

•        “private placement warrants” are to the warrants underlying the private placement units;

•        “public shares” are to shares of our KBL Common Stock sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

•        “public stockholders” are to the holders of our public shares;

•        “public warrants” are to the redeemable warrants sold as part of the units in the IPO;

•        “Reorganization” is to the corporate restructuring pursuant to which 180 LP became a direct wholly-owned subsidiary of 180, and Katexco and CBR Pharma became indirect wholly-owned subsidiaries of 180;

•        “Resignation Agreement” is to that certain Resignation Agreement dated as of June 12, 2020 by and among the Company, Tyche and Dr. Krauss.

•        “right” is to a right to receive one-tenth (1/10) of one share of KBL Common Stock upon the consummation of an initial business combination;

•        “Sponsor” are to KBL IV Sponsor LLC; Dr. Marlene Krauss, our Chief Executive Officer, is the sole managing member of KBL IV Sponsor LLC;

•        “Support Agreements” are to the support agreements pertaining to the Exchangeable Shares entered into concurrently with the closing of the Reorganization between (i) 180, Katexco Callco ULC and Katexco Purchaseco ULC, and (ii) 180, CannBioRex Callco ULC and CannBioRex Purchaseco ULC;

•        “Transactions” are to (a) the business combination and (b) the redemption, if any, by KBL of shares of KBL Common Stock held by any public stockholders in connection with the business combination;

•        “Trust Account” is to the trust account established by KBL for the benefit of its public stockholders, which monies are invested in “government securities” (as such term is defined in the Investment Company Act), and held in trust by Continental Stock Transfer & Trust Company;

•        “Trustee” means Odyssey Trust Company, appointed under the Voting and Exchange Agreements;

•        “Tyche” is to Tyche Capital LLC;

•        “units” are to our units sold in the IPO, each of which consists of one share of KBL Common Stock, one right and one public warrant to purchase one-half of one share of KBL Common Stock;

•        “voting common stock” are to our KBL Common Stock prior to the consummation of the Transactions, and to our KBL Common Stock and Special Voting Shares following the consummation of the Transactions;

•        “Voting and Exchange Agreements” are to the voting and exchange agreements pertaining to the Exchangeable Shares entered into concurrently with the closing of the Reorganization between: (i) 180, Katexco Purchaseco ULC and Odyssey Trust Company; and (ii) 180, CannBioRex Purchaseco ULC and Odyssey Trust Company; and

•        “warrants” are to our warrants that will be outstanding upon the Closing, including the public warrants and private placement warrants.

Unless otherwise specified, the voting and economic interests of KBL stockholders set forth in this proxy statement/prospectus assume that: (i) no public stockholders elect to have their public shares redeemed; (ii) the Sponsor transfers to Tyche the Escrowed Shares upon Closing; (iii) the equity transactions contemplated by the Resignation Agreement have been consummated; (iv) none of the holders of our founder shares or 180 purchases shares of KBL Common Stock in the open market; (v) there are no other issuances of equity interests of KBL, other than as contemplated by the Resignation Agreement; (vi) the warrants remain outstanding immediately following the Closing; and (vii) the convertible promissory notes of the Company and of 180, other than those convertible promissory notes of the Company and of 180 that automatically convert by their terms at the Closing, remain outstanding and unconverted immediately following the Closing.

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Proposals for KBL Stockholders” and “Summary of the proxy statement/prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the special meeting of KBL stockholders.

•        We are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”).

•        As of August 19, 2020, there were 5,372,161 shares of KBL Common Stock issued and outstanding, which include (i) 940,416 public shares, (ii) 1,054,245 shares issued to private investors (without giving effect to the 500,000 shares to be issued to Tyche pursuant to the Resignation Agreement), and (iii) 3,252,500 founder shares (which includes 500,000 shares to be released from escrow pursuant to the Resignation Agreement). In addition, there are currently 12,002,500 warrants outstanding, consisting of (i) 11,500,000 public warrants and (ii) 502,500 private placement warrants. Each whole warrant entitles the holder to purchase one-half of one share of KBL Common Stock for $5.75 per share. The warrants will become exercisable 30 days after the completion of an initial business combination. Additionally, the warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, KBL may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant, if the last sale price of our KBL Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day before KBL sends the notice of redemption to the warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by the Sponsor or their permitted transferees. For more information about KBL, see the sections entitled “Business of KBL” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of KBL.”

•        180 is a pharmaceutical company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, inflammatory diseases and fibrosis by employing innovative research, and, where appropriate, combination therapy. 180 has three product development platforms: fibrosis and anti-TNF (tumour necrosis factor); cannabinoids; and α7nAChR (alpha 7 nicotinic acetylcholine receptor). 180 also has several future product candidates in development, including one product candidate in a Phase 2b/3 clinical trial for Dupuytren’s disease, a condition that affects the development of fibrous connective tissue between the tendons of the finger. 180 operates through three wholly-owned subsidiaries: 180 Therapeutics L.P., a Delaware limited partnership; Katexco Pharmaceuticals Corp., a company incorporated in British Columbia, Canada; and CannBioRex Pharmaceuticals Corp., a company incorporated in British Columbia, Canada. For more information about 180, see the sections entitled “Business of 180” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 180.”

•        On July 25, 2019, we entered into that certain Business Combination Agreement, by and among KBL, KBL Merger Sub, the 180 Parties and the Stockholder Representative, pursuant to which KBL Merger Sub will merge with and into 180 with 180 surviving the merger and continuing as a wholly-owned subsidiary of KBL, and in consideration thereof, the stockholders of 180 shall receive shares of KBL Common Stock and the existing Exchangeable Shares shall be adjusted in accordance with the provisions in the articles of CannBioRex Purchaseco ULC or Katexco Purchaseco ULC, as applicable, governing the Exchangeable Shares such that they are multiplied by the Exchange Ratio and become exchangeable into shares of KBL Common Stock. The Exchangeable Shares will entitle the holders to dividends and other rights that are substantially economically equivalent to those of holders of KBL Common Stock, and holders of Exchangeable Shares will have the right, through the applicable Voting and Exchange Agreement, to vote at meetings of KBL stockholders.

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Merger Consideration and Exchange Ratio

At the Effective Time, (a) each outstanding share of common stock of 180 outstanding immediately prior to the Effective Time (excluding any shares of common stock of 180 held as treasury stock and any dissenting shares) will be converted solely into the right to receive a specified number of shares of KBL Common Stock, (b) each outstanding share of preferred stock of 180 outstanding immediately prior to the Effective Time will be converted solely into the right to receive a number of shares of KBL Preferred Stock on a one-for-one basis, and (c) the Exchangeable Shares outstanding immediately prior to the Effective Time will be adjusted in accordance with the provisions governing the Exchangeable Shares such that they will be multiplied by the Exchange Ratio and become exchangeable into KBL Common Stock.

In connection with the business combination, KBL will enter into a trust agreement supplemental to each Voting and Exchange Agreement and KBL will enter into an agreement supplemental to each Support Agreement, each as described herein.

The Exchange Ratio is equal to the quotient obtained by dividing the number of 180 Merger Shares (defined below) by the 180 Outstanding Shares (defined below), where:

•        180 Outstanding Shares is the total number of shares of 180 common stock outstanding immediately prior to the Effective Time expressed on a fully-diluted and as-converted to 180 common stock basis and assuming, without limitation or duplication, (i) the conversion or exchange of all convertible or exchangeable, as the case may be, securities to 180 common stock (including, for the avoidance of doubt, the exchange of the Exchangeable Shares for 180 common stock prior to the Effective Time), (ii) the issuance of shares of 180 common stock in respect of all other options, warrants or rights to receive such shares that will be outstanding immediately after the Effective Time and (iii) the issuance of shares of 180 common stock to Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd.

•        180 Merger Shares means the quotient determined by dividing (i) the 180 Valuation (as defined below) by (ii) $10.00.

•        180 Valuation means $175.0 million minus any liabilities outstanding at the Closing in excess of $5.0 million in the aggregate.

The Business Combination Agreement does not provide for an adjustment to the total number of shares of KBL Common Stock that 180 stockholders will be entitled to receive for changes in the market price of KBL Common Stock. Accordingly, the market value of the shares of KBL Common Stock issued pursuant to the business combination will depend on the market value of the shares of KBL Common Stock at the time of the Closing, and could vary significantly from the market value on the date of this proxy statement/prospectus.

See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Merger Consideration and Exchange Ratio.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For more information about the Business Combination Agreement and the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Based on the number of shares of KBL Common Stock, shares of 180 common stock and Exchangeable Shares outstanding as of the date of this proxy statement/prospectus, approximately 17,500,000 shares of KBL Common Stock representing approximately 69.8% of the combined company’s voting interests (assuming that all outstanding shares remain outstanding at the Closing and no shares are redeemed in connection with the business combination), will be either issued to 180 stockholders or set aside and reserved for issuance to holders of Exchangeable Shares in connection with the business combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Merger Consideration and Exchange Ratio.” Those 17,500,000 shares have an aggregate market value, calculated based on the closing price of KBL Common Stock on July 25, 2019, the date prior to the public announcement of the entry into of the Business Combination Agreement, of $183.1 million. The aggregate market value of the consideration to be received by the 180 stockholders upon Closing is subject to fluctuation based on the trading price of KBL Common Stock.

The Exchangeable Shares will entitle their holders to dividends and other rights that are substantially economically equivalent to those of holders of shares of KBL Common Stock and holders of Exchangeable Shares

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will also have the right, through the applicable Voting and Exchange Agreement, to vote at meetings of KBL stockholders. Each Exchangeable Share will be multiplied by the Exchange Ratio and will become exchangeable for one share of KBL Common Stock at any time after Closing at the option of the holders and will be redeemable or purchasable at the option of CannBioRex Purchaseco ULC or Katexco Purchaseco ULC, as applicable, or their parent after ten years or upon the earlier occurrence of certain specified events. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — General Description of the Business Combination Agreement.”

•        The Special Voting Shares will be authorized for issuance and issued to the Trustee pursuant to the Business Combination Agreement. Each Special Voting Share will be a share of KBL Preferred Stock designated as either Class C Special Voting Share or Class K Special Voting Share and will have a par value of $0.0001 per share. Except as otherwise required by law, each Special Voting Share will be entitled to a number of votes equal to the number of Exchangeable Shares from time to time outstanding in CannBioRex Purchaseco ULC or Katexco Purchaseco ULC, as applicable, and not owned by KBL or its subsidiaries. These votes may be exercised for the election of directors and on all other matters submitted to the vote of KBL stockholders. The holders of KBL Common Stock and the holders of the Special Voting Shares will vote together as a single class on all matters, except to the extent voting as a separate class is required by applicable law or the Charter. The holders of the Special Voting Shares will not be entitled to receive dividends from KBL and, in the event of any liquidation, dissolution or winding-up of KBL, will receive an amount equal to the par value thereof. At such time as there are no Exchangeable Shares outstanding not owned by KBL or its subsidiaries, the Special Voting Shares will be cancelled.

For more information about the Special Voting Shares, see the section entitled “Proposal No. 2 — The Special Voting Shares Charter Proposal — Description of Special Voting Shares.”

•        In connection with the execution of the Business Combination Agreement, KBL entered into the following agreements:

•        Support Agreement.    In order to induce KBL to enter into the Business Combination Agreement, certain executive officers, directors and stockholders of 180 are party to voting agreements with KBL pursuant to which, among other things, each of these stockholders agreed, solely in his, her or its capacity as a stockholder of 180, to vote all of his, her or its shares of 180 capital stock in favor of (i) the approval and adoption of the Business Combination Agreement, (ii) the approval of any transaction proposed under the Business Combination Agreement, and (iii) any other proposal included in the written consent presented to the stockholders of 180 in connection with, or related to, the Closing for which the 180 board of directors has recommended that the stockholders of 180 vote in favor, and to vote against any competing proposal. These stockholders of 180 have also granted KBL a limited, irrevocable proxy to vote their respective shares of 180 capital stock in accordance with the voting agreements. The stockholders of 180 may vote their shares of capital stock on all other matters not referred to in such proxy. For more information about the Support Agreement, see the section entitled Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

•        Lock-up Agreements.    As a condition to the Closing, certain stockholders of 180 holding no less than 75% of the shares of capital stock of 180 prior to the consummation of the business combination are expected to enter into lock-up agreements, pursuant to which such parties have agreed not to, except in limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, shares of 180, including, as applicable, shares of KBL 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, or (ii) on such earlier date as provided in clauses (x) or (y) below if, subsequent to the Closing, (x) the last sale price of the KBL 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 or (y) the date following the business combination on which KBL completes a liquidation, merger, stock exchange or other similar transaction that results in all of the KBL stockholders having the right to exchange their shares of KBL Common Stock for cash, securities or other property.

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•        Guarantee and Commitment Agreement.    In order to induce KBL to enter into the Business Combination Agreement, Tyche has entered into a Guarantee and Commitment Agreement with KBL pursuant to which, among other things, Tyche agreed to purchase, and KBL agreed to sell to Tyche, certain shares of common stock of KBL such that at the Closing, KBL will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). Pursuant to the Guarantee and Commitment Agreement, subject to certain conditions (i) KBL agreed to use its reasonable efforts to raise at least $10,000,000 through the sale of shares of KBL Common Stock; and (ii) Tyche guaranteed to KBL the receipt by KBL at Closing of sufficient funds to have at least $5,000,001 in net tangible assets (after including or giving effect to funds raised via the sale of common stock of KBL and without including or giving effect to any of the funds held in the Trust Account) in order to satisfy the net tangible assets closing condition under the Business Combination Agreement.

•        Other Agreements.    For more information about other agreements to be entered into by KBL and its affiliates at the Closing, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

•        In connection with the entry into the Business Combination Agreement, the Sponsor deposited the Escrowed Shares with a third party escrow agent. The Escrowed Shares will be transferred to Tyche upon the earlier of (i) the Closing or (ii) a liquidation; provided, that if KBL consummates its initial business combination with a third party other than 180 or its affiliates, upon the consummation of such business combination, in addition to paying certain loans, the Sponsor will transfer to Tyche a number of Escrowed Shares equal in value to three times the amount of the loans, with each Escrowed Share valued at the price paid to each public stockholder that redeems its shares in connection with such initial business combination.

•        Unless waived by the parties to the Business Combination Agreement, the Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, receipt of required regulatory approvals, receipt of the requisite KBL stockholder approval of the Business Combination Agreement and the business combination as contemplated by this proxy statement/prospectus, the effectiveness of this registration statement of which this proxy statement/prospectus forms a part, and that KBL will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). For more information about the closing conditions to the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

•        The Business Combination Agreement may be terminated at any time prior to the Closing upon agreement of the parties thereto, or by KBL or 180, acting alone, in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Termination.”

•        The proposed Transactions involve numerous risks. For more information about these risks, please read “Risk Factors.”

•        Under the Charter, in connection with the business combination, holders of our public shares may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Charter. We estimate that this will amount to approximately $11.03 per share, based on the fair value of marketable securities currently held in the Trust Account of approximately $10.3 million plus $0.025 per public share if the business combination is completed by November 9, 2020. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will only hold shares of KBL Common Stock of the combined entity issued pursuant to the conversion of the public rights. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its public shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. See the section entitled “Special Meeting of KBL Stockholders — Redemption Rights.”

•        At the time of the Closing, holders of the founder shares are expected to own 2,346,250 shares of KBL Common Stock (after giving effect to the release of 500,000 shares from escrow pursuant to the Resignation Agreement). As discussed above, in connection with the Closing, the Sponsor will transfer the Escrowed Shares to Tyche.

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•        It is anticipated that, upon the completion of the Transactions, (i) the public stockholders will own approximately 2,090,416 shares of KBL Common Stock, representing an ownership interest of approximately 8.3% voting power in the combined company, (ii) certain private investors (including Tyche) will own approximately 2,943,389 shares of KBL Common Stock (after giving effect to the issuance of 500,000 shares to Tyche pursuant to the Resignation Agreement, as well as the issuance of 482,894 shares of KBL Common Stock upon the automatic conversion of notes previously issued by 180), representing an ownership interest of approximately 11.7% voting power in the combined company, (iii) the Sponsor will retain 2,396,500 shares of KBL Common Stock (after giving effect to the release of 500,000 shares from escrow pursuant to the Resignation Agreement, and assuming the transfer of the Escrowed Shares to Tyche upon the Closing), representing an ownership interest of approximately 9.6% voting power in the combined company, and (iv) the 180 stockholders and holders of Exchangeable Shares will own approximately 17,500,000 shares of KBL Common Stock and/or Exchangeable Shares, representing approximately 69.8% voting power of the combined company. These relative percentages reflect the automatic conversion of 12,002,500 Rights into approximately 1,200,250 shares of KBL Common Stock at the Closing. The ownership percentage with respect to the combined company following the Transactions does not take into account (i) the redemption of any shares by KBL’s public stockholders, (ii) any purchases of shares of KBL Common Stock in the open market by holders of the founder shares, (iii) the exercise of the warrants outstanding following the business combination, and (iv) the conversion of convertible notes outstanding following the business combination (other than such notes as would automatically convert into KBL Common Stock upon the Closing). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by KBL’s existing stockholders in the combined company will be different.

         Please see the section entitled “Summary of the proxy statement/prospectus — Impact of the Business Combination on KBL’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

•        Our Board considered various factors in determining whether to approve the Business Combination Agreement and the business combination. For more information about our decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — KBL’s Board of Directors’ Reasons for the Approval of the Business Combination.”

•        In addition to voting on the Business Combination Proposal at the special meeting, KBL’s stockholders will also be asked to vote on:

•        the Special Voting Shares Charter Proposal;

•        the Authorized KBL Common Stock Charter Proposal;

•        the Authorized KBL Preferred Stock Charter Proposal;

•        the Name Change Proposal;

•        the Additional Charter Proposal;

•        the Nasdaq Proposal;

•        the OIP Proposal; and

•        the Adjournment Proposal.

For more information, see the sections entitled “Proposal No. 2 — The Special Voting Shares Charter Proposal,” “Proposal No. 3 — The Authorized KBL Common Stock Charter Proposal,” “Proposal No. 4 — The Authorized KBL Preferred Stock Charter Proposal,” “Proposal No. 5 — The Name Change Proposal,” “Proposal No. 6 — The Additional Charter Proposal,” “Proposal No. 7 — The Nasdaq Proposal,” “Proposal No. 8 — The Omnibus Incentive Plan Proposal” and “Proposal No. 9 — The Adjournment Proposal.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
FOR KBL STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the special meeting, including the proposed business combination. The following questions and answers do not include all the information that is important to KBL stockholders. We urge KBL stockholders to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Our stockholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Business Combination Agreement, pursuant to which KBL Merger Sub will merge with and into 180 with 180 surviving the merger and continuing as our wholly-owned subsidiary, and in consideration thereof, the stockholders of 180 shall receive shares of KBL Common Stock and the existing Exchangeable Shares shall be adjusted in accordance with the provisions governing the Exchangeable Shares such that they are multiplied by the Exchange Ratio and become exchangeable into shares of KBL Common Stock. The Exchangeable Shares will entitle the holders to dividends and other rights that are substantially economically equivalent to those of holders of KBL Common Stock, and holders of Exchangeable Shares will have the right, through the applicable Voting and Exchange Agreement, to vote at meetings of our stockholders. Such acquisition and the other transactions contemplated by the Business Combination Agreement (the “business combination”) is referred to as the “Business Combination Proposal.”

         A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

         Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Q:     What is being voted on at the special meeting?

A:     Below are the Proposals on which our stockholders will vote at the special meeting.

(1)    The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement pursuant to which KBL Merger Sub will merge with and into 180 with 180 surviving the merger and continuing as a wholly-owned subsidiary of KBL, and in consideration thereof, the stockholders of 180 shall receive shares of KBL Common Stock and the existing Exchangeable Shares shall be adjusted in accordance with the provisions governing the Exchangeable Shares such that they are multiplied by the Exchange Ratio and become exchangeable into shares of KBL Common Stock. The Exchangeable Shares will entitle the holders to dividends and other rights that are substantially economically equivalent to those of holders of KBL Common Stock, and holders of Exchangeable Shares will have the right, through the applicable Voting and Exchange Agreement, to vote at meetings of KBL stockholders. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

(2)    The Special Voting Shares Charter Proposal — To consider and act upon a proposal to approve and adopt amendments to the Charter to create the Special Voting Shares. A copy of our Second A&R Charter reflecting the proposed amendments pursuant to the Special Voting Shares Charter Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(3)     The Authorized KBL Common Stock Charter Proposal — To consider and act upon a proposal to approve and adopt the Authorized KBL Common Stock Charter Proposal to increase the number of authorized shares of KBL Common Stock, from 35,000,000 shares to 100,000,000 shares. A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Authorized KBL Common Stock Charter Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

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(4)    The Authorized KBL Preferred Stock Charter Proposal — To consider and act upon a proposal to approve and adopt the Authorized KBL Preferred Stock Charter Proposal to increase the number of authorized shares of KBL Preferred Stock from 1,000,000 shares to 5,000,000 shares. A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Authorized KBL Preferred Stock Charter Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(5)    The Name Change Proposal — To consider and act upon a proposal to approve and adopt the Name Change Proposal to change the name of “KBL Merger Corp. IV” to “180 Life Sciences Corp.” A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Name Change Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(6)    The Additional Charter Proposal — To consider and act upon a proposal to approve and adopt the Additional Charter Proposal to eliminate provisions in the Charter relating to our initial business combination that will no longer be applicable to us following the Closing. A copy of the Second A&R Charter reflecting the proposed amendments pursuant to the Additional Charter Proposal is attached to the accompanying proxy statement/prospectus as Annex B.

(7)    The Nasdaq Proposal — To consider and vote upon a proposal to approve the Nasdaq Proposal for purposes of complying with applicable listing rules of Nasdaq: (a) the issuance of at least 14,911,263 shares of KBL Common Stock in connection with the Closing; and (b) the future issuance of up to 2,588,737 shares of KBL Common Stock to holders of Exchangeable Shares in connection with any exchange of their Exchangeable Shares of each of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC.

(8)    The Omnibus Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the OIP Proposal. A copy of the OIP is attached to the accompanying proxy statement/prospectus as Annex C.

(9)    The Adjournment Proposal — To consider and vote upon a proposal to approve the Adjournment Proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposals.

Q:     Are the Proposals conditioned on one another?

A:     The Closing is conditioned on the approval of the Business Combination Proposal, the Charter Proposals and the Nasdaq Proposal at the special meeting. The Charter Proposals, the Nasdaq Proposal and the OIP Proposal are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Q:     Why is KBL providing stockholders with the opportunity to vote on the business combination?

A:     Under our Charter, we must provide all public stockholders with the opportunity to redeem their public shares upon the consummation of an initial business combination (as defined below) either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the Closing. The approval of our stockholders of the Business Combination Proposal is also a condition to closing in the Business Combination Agreement.

Q:     What will happen in the business combination?

A:     On July 25, 2019, we, KBL Merger Sub, the 180 Parties and the Stockholder Representative entered into the Business Combination Agreement.

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         Upon completion of the business combination, each share of 180 common stock will be exchanged for a number of shares of KBL Common Stock equal to the Exchange Ratio and the existing Exchangeable Shares will be adjusted in accordance with the provisions governing the Exchangeable Shares such that they are multiplied by the Exchange Ratio and become exchangeable into shares of KBL Common Stock upon exchange. Each Exchangeable Share will be multiplied by the Exchange Ratio and will become exchangeable for one share of KBL Common Stock at any time after Closing at the option of the holders and will be redeemable or purchasable at the option of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC or their parent after ten years or upon the earlier occurrence of certain specified events. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — General Description of the Business Combination Agreement.”

         Based on the number of shares of KBL Common Stock, shares of 180 common stock and Exchangeable Shares outstanding as of the date of this proxy statement/prospectus, approximately 17,500,000 shares of KBL Common Stock, representing approximately 69.8% of the combined company’s voting interests (assuming that all outstanding shares remain outstanding at the Closing and no shares are redeemed in connection with the business combination), will be either issued to 180 stockholders or set aside and reserved for issuance to holders of Exchangeable Shares in connection with the business combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Merger Consideration and Exchange Ratio.” Those 17,500,000 shares have an aggregate market value, calculated based on the closing price of KBL Common Stock on July 25, 2019, the date prior to the public announcement of the entry into of the Business Combination Agreement, of $183.1 million. The aggregate market value of the consideration to be received by the 180 stockholders upon Closing is subject to fluctuation based on the trading price of KBL Common Stock.

         A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For more information about the Business Combination Agreement and the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Q:    What conditions must be satisfied to complete the business combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by our stockholders of the Business Combination Proposal, the Charter Proposals and the Nasdaq Proposal. For a summary of the conditions that must be satisfied or waived prior to Closing, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

Q:     How will KBL and 180 be managed and governed following the business combination?

A:     We are, and after the Closing will continue to be, managed by our Board. In connection with the Closing, we intend to expand the size of our Board from five directors to seven directors. All of our current directors — i.e., Dr. Marlene Krauss, Mr. Joseph A. Williamson, Mr. George Hornig, Mr. Andrew Sherman and Mr. Sherrill Neff – will resign as directors effective as of, and contingent upon, the Closing. Prof. Marc Feldmann, Dr. Lawrence Steinman and Dr. James N. Woody, who are currently directors of 180, will be appointed as directors of our Board effective as of, and contingent upon, the Closing. We expect to appoint an additional four independent directors prior to the Closing, effective as of, and contingent upon, the Closing. Please see “Officers and Directors of KBL Following Closing of the Business Combination” for the names, ages and positions of each of the individuals who will serve as directors and officers of KBL following the Closing.

Following the Closing, we will manage and govern 180’s business. Upon the Closing, we expect that Mr. Joseph Williamson will resign as our Chief Operating Officer, and that our management team will include Prof. Marc Feldmann and Dr. Lawrence Steinman, as Co-Executive Chairmen of our Board, Dr. James N. Woody as our Chief Executive Officer, and Dr. Jonathan Rothbard as our Chief Scientific Officer.

Q:     What equity stake will current KBL stockholders, the holders of our founder shares and 180 hold in KBL following the consummation of the Transactions?

A:     It is anticipated that, upon the completion of the Transactions, (i) the public stockholders will own approximately 2,090,416 shares of KBL Common Stock, representing an ownership interest

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of approximately 8.3% voting power in the combined company, (ii) certain private investors (including Tyche) will own approximately 2,943,389 shares of KBL Common Stock (after giving effect to the issuance of 500,000 shares to Tyche pursuant to the Resignation Agreement, as well as the issuance of 404,264 shares of KBL Common Stock upon the automatic conversion of notes previously issued by 180), representing an ownership interest of approximately 11.7% voting power in the combined company, (iii) the Sponsor will retain 2,396,500 shares of KBL Common Stock (after giving effect to the release of 500,000 shares from escrow pursuant to the Resignation Agreement, and assuming the transfer of the Escrowed Shares to Tyche upon the Closing), representing an ownership interest of approximately 9.6% voting power in the combined company, and (iv) the 180 stockholders and holders of Exchangeable Shares will own approximately 17,500,000 shares of KBL Common Stock and/or Exchangeable Shares, representing approximately 69.8% voting power of the combined company. These relative percentages reflect the automatic conversion of 12,002,500 Rights into approximately 1,200,250 shares of KBL Common Stock at the Closing. The ownership percentage with respect to the combined company following the Transactions does not take into account (i) the redemption of any shares by KBL’s public stockholders, (ii) any purchases of shares of KBL Common Stock in the open market by holders of the founder shares, (iii) the exercise of the warrants outstanding following the business combination, and (iv) the conversion of convertible notes outstanding following the business combination (other than such notes as would automatically convert into KBL Common Stock upon the Closing). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by KBL’s existing stockholders in the combined company will be different.

         Please see the section entitled “Summary of the proxy statement/prospectus — Impact of the Business Combination on KBL’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     Why is KBL proposing the amendments to the Charter set forth in the Charter Proposals?

A:     The proposed amendments to the Charter that we are asking our stockholders to approve in connection with the business combination provide for, among other things, the creation of the Special Voting Shares that will be issued to the Trustee at the Closing pursuant to the Business Combination Agreement, as well as the elimination of certain provisions relating to an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”) that will no longer be applicable to us following the Closing. In addition, we are asking our stockholders to approve an amendment to increase the number of authorized shares of KBL Common Stock from 35,000,000 to 100,000,000, an amendment to increase the number of authorized shares of KBL Preferred Stock from 1,000,000 to 5,000,000 and an amendment to change the name of “KBL Merger Corp. IV” to “180 Life Sciences Corp.” upon the Closing. Stockholder approval of the Charter Proposals are required under our Charter. See the sections entitled “Proposal No. 2 — The Special Voting Shares Charter Proposal,” “Proposal No. 3 — The Authorized KBL Common Stock Charter Proposal,” “Proposal No. 4 — The Authorized KBL Preferred Stock Charter Proposal,” “Proposal No. 5 — The Name Change Proposal” and “Proposal No. 6 — The Additional Charter Proposal” for additional information.

Q:     Why is KBL proposing the Nasdaq Proposal?

A:     We are proposing the Nasdaq Proposal in order to comply with Nasdaq listing rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Transactions, we intend to issue (subject to customary terms and conditions, including the Closing): (a) the issuance of at least 14,911,263 shares of KBL Common Stock in connection with the Closing; and (b) the future issuance of up to 2,588,737 shares of KBL Common Stock to holders of Exchangeable Shares in connection with any exchange of their Exchangeable Shares of each of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC. Because we will issue 20% or more of our outstanding voting power and outstanding common stock in connection with the Transactions, we are required to obtain stockholder approval of such issuances pursuant to Nasdaq listing rules. Stockholder approval of the Nasdaq Proposal is also a condition to Closing pursuant to the Business Combination Agreement. See the section entitled “Proposal No. 7 — The Nasdaq Proposal” for additional information.

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Q:     What happens if I sell my shares of KBL Common Stock before the special meeting?

A:     The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of KBL Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of KBL Common Stock because you will no longer be able to deliver them for cancellation upon the Closing in accordance with the provisions described herein. If you transfer your shares of KBL Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     What vote is required to approve the Proposals presented at the special meeting?

A:     Approval of the Business Combination Proposal, the Nasdaq Proposal, the OIP Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the shares of KBL Common Stock entitled to vote and actually cast thereon at the special meeting. Approval of each of the Charter Proposals requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of KBL Common Stock entitled to vote thereon at the special meeting.

Q:     May the Sponsor, directors, officers, advisors or their affiliates purchase shares in connection with the business combination?

A:     In connection with the stockholder vote to approve the proposed business combination, the Sponsor, directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of the Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and, therefore, agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

Q:     How many votes do I have at the special meeting?

A:     Our stockholders are entitled to one vote at the special meeting for each share of KBL Common Stock held of record as of _________, 2020, the record date for the special meeting. As of the close of business on the record date, there were _________ outstanding shares of KBL Common Stock.

Q:     What constitutes a quorum at the special meeting?

A:     Holders of a majority in voting power of KBL Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the special meeting has the power to adjourn the special meeting. As of the record date for the special meeting, _________ shares of KBL Common Stock would be required to achieve a quorum.

Q:     How will KBL’s Sponsor, directors and officers vote?

A:     In connection with our IPO, we entered into an agreement with the Sponsor and each of our directors and officers, pursuant to which each agreed to vote any shares of KBL Common Stock owned by them in favor of each of the Transaction Proposals. Currently, the Sponsor, and our officers and directors own approximately 60.5% of the outstanding shares of our common stock, including all of the founder shares

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(which includes the Escrowed Shares to be transferred to Tyche upon Closing as described herein, as well as the 500,000 shares of our common stock to be released from escrow by Tyche pursuant to the Resignation Agreement, but which calculation does not give effect to the issuance of 500,000 shares of common stock to Tyche pursuant to the Resignation Agreement).

Q:     What interests do the current officers and directors have in the business combination?

A:     In considering the recommendation of our Board to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and our directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

•        the fact that the Sponsor holds private placement units, which include private placement warrants that would expire and be worthless if a business combination is not consummated;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of the founder shares or shares of KBL Common Stock held by them in connection with a stockholder vote to approve the business combination;

•        unless we consummate an initial business combination, our officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•        the fact that the Sponsor paid an aggregate of $25,000 for its founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $________, based on the closing price of our KBL Common Stock on ______________, 2020, assuming the Sponsor transfers the Escrowed Shares to Tyche in connection with the Closing;

•        if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that all of our officers and directors hold an interest in the Sponsor;

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not completed; and

•        the fact that the Sponsor has loaned us $795,003 as of June 30, 2020 for working capital and may need to loan us additional funds through the Closing, which, in the event that the initial business combination does not close, cannot be paid from the proceeds or the interest on such proceeds in the Trust Account.

Q:     What happens if I vote against the Business Combination Proposal?

A:     Under our Charter, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by November 9, 2020, we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

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Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest not previously released to us to pay our franchise and income taxes, by (b) the total number of shares of KBL Common Stock included as part of the units sold in the IPO; provided that we will not redeem any public shares to the extent that such redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than an aggregate of 15% of the outstanding shares of KBL Common Stock sold in the IPO without our prior consent (the “15% threshold”). Unlike some other blank check companies, other than the net tangible asset requirement and the 15% threshold described above, we have no specified maximum redemption threshold and there is no other limit on the amount of public shares that you can redeem. Holders of public warrants do not have redemption rights in connection with the business combination. Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the Business Combination Proposal, and the founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the fair value of marketable securities currently held in the Trust Account of approximately $10.3 million, as increased by anticipated loans to be made to us by our Sponsor prior to November 9, 2020 due to the extension of the period of time to consummate a business combination to November 9, 2020, the estimated per share redemption price will be approximately $11.03. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of franchise and income taxes payable) in connection with the liquidation of the Trust Account or if we subsequently complete a different business combination on or prior to November 9, 2020.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of KBL Common Stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the business combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (i) if you hold your shares of KBL Common Stock through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares, (ii) check the box on the enclosed proxy card marked “Stockholder Certification,” and (iii) prior to 5:00 p.m., Eastern Time, on ________, 2020 (two business days before the special meeting), tender your public shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of KBL Common Stock. Notwithstanding the foregoing, a public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if

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part of such a group, the group’s shares, in excess of the 15% threshold. Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Holders of our outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using the Depository Trust Company’s (the “DTC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination. If you delivered your public shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the public shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     Our stockholders who exercise their redemption rights to receive cash in exchange for their shares of KBL Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of KBL Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us, whether such ownership is direct or through the application of certain attribution and constructive ownership rules (including any KBL Common Stock constructively owned by one of our stockholders as a result of owning warrants or as a result of the Business Combination). Any amounts treated as such a distribution will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current and accumulated earnings and profits as determined under U.S. federal income tax principles. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of KBL Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of KBL Common Stock. These tax consequences are described in more detail in the section titled “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Considerations of the Redemption.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

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Q:     If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of our warrants have no redemption rights with respect to our warrants.

Q:     Do I have appraisal rights if I object to the proposed business combination?

A:     No. There are no appraisal rights available to holders of KBL Common Stock in connection with the business combination.

Q:     What happens to the funds deposited in the Trust Account after the Closing?

A:     If the Business Combination Proposal is approved, we intend to use a portion of the funds held in the Trust Account to pay (i) a portion of our aggregate costs, fees and expenses in connection with the consummation of the Transactions, (ii) tax obligations and deferred underwriting commissions from the IPO, (iii) any loans owed by us to our Sponsor or affiliates for any of our transaction expenses or other administrative expenses, and (iv) for any redemptions of public shares. The remaining balance in the Trust Account will be used for general corporate purposes including, but not limited to, working capital for operations of the combined company. See the section entitled “Proposal No. 1 — The Business Combination Proposal” for additional information.

Q:     What happens if the business combination is not consummated or is terminated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Termination” for additional information regarding the parties’ specific termination rights. In accordance with our Charter, if an initial business combination is not consummated by November 9, 2020, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to us to pay our franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

We expect that the amount of any distribution our public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the business combination, subject in each case to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

Q:     When is the business combination expected to be consummated?

A:     It is currently anticipated that the business combination will be consummated promptly following the special meeting to be held on ___________, 2020; provided that all the requisite stockholder approvals are obtained and other conditions to the Closing have been satisfied or waived. For a description of the conditions for the Closing, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

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Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including “Risk Factors” and the annexes, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of KBL Common Stock on _______, 2020, the record date for the special meeting, you may vote with respect to the Proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     At the special meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Business Combination Proposal, the Nasdaq Proposal, the OIP Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST each of the Charter Proposals.

Q:     What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

Q:     If I am not going to attend the special meeting in person, should I submit my proxy card instead?

A:     Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the Proposals presented to the stockholders will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have submitted my executed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to our secretary at the address listed below so that it is received by our secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our secretary, which must be received prior to the special meeting.

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Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact us at:

KBL Merger Corp. IV
30 Park Place, Suite 45E
New York, NY 10007
Attention: Investor Relations
Telephone: (302) 502-2727

You may also contact our proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the United States Securities and Exchange Commission (the “SEC”) by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     We will pay the cost of soliciting proxies for the special meeting. We have engaged Advantage Proxy, Inc. (“Advantage Proxy”), to assist in the solicitation of proxies for the special meeting. We have agreed to pay Advantage Proxy a fee of $7,500, plus reimbursements for expenses. We will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of KBL Common Stock for their expenses in forwarding soliciting materials to beneficial owners of KBL Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the business combination and the Proposals to be considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

KBL Merger Corp. IV

KBL is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

KBL’s Common Stock, rights and warrants, which are exercisable for shares of KBL Common Stock under certain circumstances, are currently listed on Nasdaq under the symbols “KBLM,” “KBLMR” and “KBLMW,” respectively. Certain of our shares of KBL Common Stock and warrants currently trade as units consisting of one share of KBL Common Stock and one-half of one warrant, and are listed on Nasdaq under the symbol “KBLMU.” The units will automatically separate into the component securities upon the Closing and, as a result, will no longer trade as a separate security. Upon the Closing, we intend to change our name from “KBL Merger Corp. IV” to “180 Life Sciences Corp.,” and we have applied to continue the listing of our KBL Common Stock and warrants on Nasdaq under the symbols “ATNF” and “ATNFW,” respectively.

The mailing address of KBL’s principal executive office is 30 Park Place, Suite 45E, New York, NY 10007.

For more information about KBL, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of KBL” and “Business of KBL.”

KBL Merger Sub, Inc.

KBL Merger Sub is a wholly-owned subsidiary of KBL, formed on July 3, 2019 to consummate the business combination. In connection with the business combination, KBL Merger Sub will merge with and into 180 with 180 surviving the merger and continuing as a wholly-owned subsidiary of KBL.

The mailing address of KBL Merger Sub’s principal executive office is 30 Park Place, Suite 45E, New York, NY 10007.

180 Life Sciences Corp.

180 is a pharmaceutical company headquartered in Palo Alto, California, focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, inflammatory diseases and fibrosis by employing innovative research, and, where appropriate, combination therapy. 180 has three product development platforms:

•        fibrosis and anti-tumour necrosis factor (“TNF”);

•        drugs which are synthetic cannabidiol (“CBD”) analogues (“SCAs”); and

•        alpha 7 nicotinic acetylcholine receptor (“α7nAChR”).

180 has several future product candidates in development, including one product candidate in a Phase 2b/3 clinical trial for Dupuytren’s disease, a condition that affects the development of fibrous connective tissue in the palm of the hand. 180 was founded by several world-leading scientists in the biotechnology and pharmaceutical sectors. The 180 scientific founders Prof. Sir Marc Feldmann, Prof. Lawrence Steinman and Prof. Raphael Mechoulam have significant experience and significant previous success in drug discovery. The scientists are from the University of Oxford (“Oxford”), Stanford University and Hebrew University of Jerusalem (the “Hebrew University”), respectively, and the management team has extensive experience in financing and growing early stage healthcare companies.

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In July 2019, 180 and each of 180 LP, Katexco and CBR Pharma completed a corporate restructuring, pursuant to which 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of 180. The corporate restructuring arrangements under the Business Corporations Act (British Columbia) with respect to Katexco and CBR Pharma are described in the section entitled “Reorganization”.

On January 13, 2020, 180 filed an amendment to its certificate of incorporation with the Delaware Secretary of State to change its name from “CannBioRx Life Sciences Corp.” to “180 Life Sciences Corp.”

For more information about 180 and each of CBR Pharma, Katexco and 180 LP, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 180” and “Business of 180.”

The Business Combination

On July 25, 2019, KBL entered into a Business Combination Agreement with KBL Merger Sub, the 180 Parties 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, KBL Merger Sub will merge with and into 180, with 180 continuing as a wholly-owned subsidiary of KBL at the Closing, and in consideration thereof, the stockholders of 180 shall receive shares of KBL Common Stock and the existing Exchangeable Shares will be adjusted in accordance with the provisions in the articles of CannBioRex Purchaseco ULC or Katexco Purchaseco ULC, as applicable, governing the Exchangeable Shares such that they are multiplied by the Exchange Ratio and become exchangeable into shares of KBL Common Stock.

Consideration

Upon completion of the business combination, each share of 180 common stock will be exchanged for a number of shares of KBL Common Stock equal to the Exchange Ratio and the existing Exchangeable Shares will be adjusted in accordance with the provisions in the articles of CannBioRex Purchaseco ULC or Katexco Purchaseco ULC, as applicable, governing the Exchangeable Shares such that they are multiplied by the Exchange Ratio and become exchangeable into shares of KBL Common Stock upon exchange. Each Exchangeable Share will be multiplied by the Exchange Ratio and will become exchangeable for one share of KBL Common Stock at any time after Closing at the option of the holders and will be redeemable or purchasable at the option of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC or their parent after ten years or upon the earlier occurrence of certain specified events. The Exchangeable Shares will entitle holders to dividends and other rights that are substantially economically equivalent to those of holders of shares of KBL Common Stock and holders of Exchangeable Shares will also have the right, through a voting trust arrangement, to vote at meetings of KBL stockholders.

Based on the number of shares of KBL Common Stock, shares of 180 common stock and Exchangeable Shares outstanding as of the date of this proxy statement/prospectus, approximately 17,500,000 shares of KBL Common Stock, representing approximately 69.8% of the combined company’s voting interests (assuming that all outstanding shares remain outstanding at the Closing and no shares are redeemed in connection with the business combination), will be either issued to 180 stockholders or set aside and reserved for issuance to holders of Exchangeable Shares in connection with the business combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Merger Consideration and Exchange Ratio.” Those 17,500,000 shares have an aggregate market value, calculated based on the closing price of KBL Common Stock on July 25, 2019, the date prior to the public announcement of the entry into of the Business Combination Agreement, of $183.1 million. The aggregate market value of the consideration to be received by the 180 stockholders upon Closing is subject to fluctuation based on the trading price of KBL Common Stock.

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Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligation

The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination Agreement, including the merger, are subject to, among other things, the satisfaction, or written waiver by such parties, at or prior to the Closing of the following conditions:

•        to the extent necessary, any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the business combination shall have expired or been terminated;

•        there must not be in effect any order, decree, ruling, injunction or other action (whether temporary, preliminary or permanent) by a governmental entity of competent jurisdiction enjoining, restraining or otherwise prohibiting the consummation of the business combination;

•        the registration statement, of which this proxy statement/prospectus forms a part, must have become effective in accordance with the Securities Act, and no stop order issued by the SEC may be in effect or threatened;

•        the receipt of any required regulatory approvals and necessary third party approvals;

•        the approval of the KBL stockholders for the proposals described in this proxy statement/prospectus and the Business Combination Agreement; and

•        after giving effect to any redemptions by the KBL stockholders, KBL has at least $5,000,001 of net tangible assets remaining.

Conditions to the Obligations of KBL

The obligations of KBL to consummate the transactions contemplated by the Business Combination Agreement are subject to, among other things, the satisfaction, or written waiver by KBL, at or prior to the Closing, the following conditions:

•        subject to certain exceptions, the representations and warranties of 180 and the 180 Subsidiaries, disregarding all “materiality,” “Material Adverse Effect” and similar qualifications, must be true and correct in all but de minimis respects as of the Closing as though made on and as of the Closing, except as would not have a material adverse effect;

•        180 must have performed and complied in all material respects with the covenants required to be performed or complied with by 180 under the Business Combination Agreement on or prior to the Closing;

•        since the date of the Business Combination Agreement, no material adverse effect shall have occurred;

•        prior to or at the Closing, 180 must have delivered executed copies of all certificates, instruments, contracts, closing deliverables and other documents required to be delivered to KBL by 180 and the 180 Subsidiaries as provided by the Business Combination Agreement, including, among other things, Lock-up Agreements duly executed by 180 stockholders representing no less than 75% of the shares of 180 common stock;

•        $650,000 principal amount (the “Assigned Note”) of that certain promissory note dated as of March 15, 2019, by and between KBL and the Sponsor, which was assigned to 180 pursuant to that certain partial assignment of the promissory note, dated as of April 10, 2019, by and among KBL, 180 and the Sponsor, shall have been amended, in form and substance reasonably acceptable to KBL, such that the Assigned Note shall be payable entirely in shares of KBL Common Stock to the stockholders of 180 at a price per share equal to $10.00;

•        either the period for the exercise of appraisal rights shall have expired or the holders of shares of 180 capital stock representing 97% of the votes entitled to be cast by holders of shares of 180 capital stock shall have effectively waived their statutory appraisal rights;

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•        the Guarantee and Commitment Agreement shall be in full force and effect and Tyche shall have complied in all respects with its duties and obligations thereunder;

•        KBL shall have made all necessary arrangements to cause the disbursement of all of the funds contained in the Trust Account available to KBL to be released to KBL at the Closing; and

•        the Reorganization shall have been consummated.

Conditions to the Obligations of 180

The obligations of 180 to consummate the transactions contemplated by the Business Combination Agreement are also subject to, among other things, the satisfaction, or written waiver by 180, at or prior to the Closing, of the following conditions:

•        subject to certain exceptions, the representations and warranties of 180 and the 180 Subsidiaries, disregarding all “materiality,” “Material Adverse Effect” and similar qualifications, must be true and correct in all respects as of the Closing as though made on and as of the Closing, except as would not have a material adverse effect;

•        KBL must have performed and complied in all material respects with all obligations required to be performed or complied with by KBL under the Business Combination Agreement and certain ancillary documents at or prior to the Closing; and

•        prior to or at the Closing, KBL must have delivered executed copies of all certificates, instruments, contracts, closing deliverables and other documents required to be delivered to 180 by KBL pursuant to the terms of the Business Combination Agreement.

Related Agreements

Support Agreement.    In order to induce KBL to enter into the Business Combination Agreement, certain executive officers, directors and stockholders of 180 are party to voting agreements with KBL pursuant to which, among other things, each of these stockholders agreed, solely in his, her or its capacity as a stockholder of 180, to vote all of his, her or its shares of 180 capital stock in favor of (i) the approval and adoption of the Business Combination Agreement, (ii) the approval of any transaction proposed under the Business Combination Agreement, and (iii) any other proposal included in the written consent presented to the stockholders of 180 in connection with, or related to, the Closing for which the 180 board of directors has recommended that the stockholders of 180 vote in favor, and to vote against any competing proposal. These stockholders of 180 have also granted KBL a limited, irrevocable proxy to vote their respective shares of 180 capital stock in accordance with the voting agreements. The stockholders of 180 may vote their shares of capital stock on all other matters not referred to in such proxy. For more information about the Support Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

Lock-up Agreements.    As a condition to the Closing, certain stockholders of 180 holding no less than 75% of the shares of capital stock of 180 prior to the consummation of the business combination are expected to enter into lock-up agreements, pursuant to which such parties have agreed not to, except in limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, shares of 180, including, as applicable, shares of KBL 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, or (ii) on such earlier date as provided in clauses (x) or (y) below if, subsequent to the Closing, (x) the last sale price of the KBL 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 or (y) the date following the business combination on which KBL completes a liquidation, merger, stock exchange or other similar transaction that results in all of the KBL stockholders having the right to exchange their shares of KBL Common Stock for cash, securities or other property.

Guarantee and Commitment Agreement.    In order to induce KBL to enter into the Business Combination Agreement, Tyche has entered into a Guarantee and Commitment Agreement with KBL pursuant to which, among other things, Tyche agreed to purchase, and KBL agreed to sell to Tyche, certain shares of KBL Common Stock such that at the Closing, KBL will have at least $5,000,001 of net tangible assets (as determined in accordance with

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Rule 3a51-1(g)(1) of the Exchange Act). Pursuant to the Guarantee and Commitment Agreement, subject to certain conditions (i) KBL agreed to use its reasonable efforts to raise at least $10,000,000 through the sale of shares of KBL Common Stock; and (ii) Tyche guaranteed to KBL the receipt by KBL at Closing of sufficient funds to have at least $5,000,001 in net tangible assets (after including or giving effect to funds raised via the sale of common stock of KBL and without including or giving effect to any of the funds held in the Trust Account) in order to satisfy the net tangible assets closing condition under the Business Combination Agreement.

Second Amended and Restated Charter.    Pursuant to the terms of the Business Combination Agreement, upon the Closing, we will amend and restate our Charter to, among other things, (a) create two new classes of capital stock, the Special Voting Shares, to be issued to the Trustee, (b) increase the number of our authorized shares of KBL Common Stock and KBL Preferred Stock, (c) change the name of “KBL Merger Corp. IV” to “180 Life Sciences Corp.” upon the Closing, and (d) eliminate certain provisions relating to an initial business combination that will no longer be applicable to us following the Closing. For more information about the amendments to our Charter, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Second Amended and Restated Charter.”

Other Agreements.    For more information about other agreements to be entered into by KBL and its affiliates at the Closing, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of our Board to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor, directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

•        the fact that the Sponsor holds private placement units, which include private placement warrants that would expire and be worthless if a business combination is not consummated;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of the founder shares or shares of KBL Common Stock held by them in connection with a stockholder vote to approve the business combination;

•        unless we consummate an initial business combination, our Sponsor, officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•        the fact that the Sponsor paid an aggregate of $25,000 for its founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $________, based on the closing price of our KBL Common Stock on ______________, 2020, assuming the Sponsor transfers the Escrowed Shares to Tyche in connection with the Closing;

•        if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that all of our officers and directors hold an interest in the Sponsor;

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not completed; and

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•        the fact that the Sponsor has loaned us $795,003 as of June 30, 2020 for working capital and may need to loan us additional funds through the Closing, which, in the event that the initial business combination does not close, cannot be paid from the proceeds or the interest on such proceeds in the Trust Account.

Reasons for the Approval of the Business Combination

After careful consideration, our Board recommends that our stockholders vote “FOR” each Proposal being submitted to a vote of our stockholders at our special meeting.

For a more complete description of our Board’s reasons for the approval of the business combination and their recommendation, see the section entitled “Proposal No. 1 — The Business Combination Proposal — KBL’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Redemption Rights

Under our Charter, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest (which interest shall be net of taxes payable), by (b) the total number of shares of KBL Common Stock issued in the IPO; provided that we will not redeem any public shares to the extent that such redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. We estimate that this will amount to approximately $11.03 per share, based on the fair value of marketable securities currently held in the Trust Account of approximately $10.3 million plus $0.025 per public share if the business combination is completed by November 9, 2020. Under our Charter, in connection with an initial business combination, a public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the public shares.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of KBL Common Stock for cash and will no longer own shares of KBL Common Stock and will only hold shares of KBL Common Stock of the combined entity issued pursuant to the conversion of the public rights following the business combination. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of KBL Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on KBL’s Public Float

It is anticipated that, upon the completion of the Transactions, (i) the public stockholders will own approximately 2,090,416 shares of KBL Common Stock, representing an ownership interest of approximately 8.3% voting power in the combined company, (ii) certain private investors (including Tyche) will own approximately 2,943,389 shares of KBL Common Stock (after giving effect to the issuance of 500,000 shares to Tyche pursuant to the Resignation Agreement, as well as the issuance of 482,894 shares of KBL Common Stock upon the automatic conversion of notes previously issued by 180), representing an ownership interest of approximately 11.7% voting power in the combined company, (iii) the Sponsor will retain 2,396,500 shares of KBL Common Stock (after giving effect to the release of 500,000 shares from escrow pursuant to the Resignation Agreement, and assuming the transfer of the Escrowed Shares to Tyche upon the Closing), representing an ownership interest of approximately 9.6% voting power in the combined company, and (iv) the 180 stockholders and holders of Exchangeable Shares will own approximately 17,500,000 shares of KBL Common Stock and/or Exchangeable Shares, representing approximately 69.8% voting power of the combined company. These relative percentages reflect the automatic conversion of 12,002,500 Rights into approximately 1,200,250 shares of KBL Common Stock at the Closing. The ownership percentage with respect to the combined company following the Transactions does not take into account (i) the redemption of any shares by KBL’s public stockholders, (ii) any purchases of shares of KBL Common Stock in the open market by holders of the founder shares, (iii) the exercise of the warrants outstanding following the business combination, and (iv) the conversion of convertible notes outstanding following the business combination (other than such notes as would automatically convert into KBL Common Stock upon the Closing). If the actual

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facts are different than these assumptions (which they are likely to be), the percentage ownership retained by KBL’s existing stockholders in the combined company will be different.

Please see the sections entitled “Summary of the proxy statement/prospectus — Impact of the Business Combination on KBL’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Organizational Structure

The following diagram illustrates the ownership structure of KBL immediately following the Closing.

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Board of Directors and Management of KBL Following the Transactions

We are, and after the Closing will continue to be, managed by our Board. In connection with the Closing, we intend to expand the size of our Board from five directors to seven directors. All of our current directors – i.e., Dr. Marlene Krauss, Mr. Joseph A. Williamson, Mr. George Hornig, Mr. Andrew Sherman and Mr. Sherrill Neff — will resign as directors effective as of, and contingent upon, the Closing. Prof. Marc Feldmann, Dr. Lawrence Steinman and Dr. James N. Woody, who are currently directors of 180, will be appointed as directors of our Board effective as of, and contingent upon, the Closing. We expect to appoint an additional four independent directors prior to the Closing, effective as of, and contingent upon, the Closing. Please see “Officers and Directors of KBL Following Closing of the Business Combination” for the names, ages and positions of each of the individuals who will serve as directors and officers of KBL following the Closing.

Following the Closing, we will manage and govern 180’s business. Upon the Closing, we expect that Mr. Joseph Williamson will resign as our Chief Operating Officer, and that our management team will include Prof. Marc Feldmann and Dr. Lawrence Steinman, as Co-Executive Chairmen of our Board, Dr. James N. Woody as our Chief Executive Officer, and Dr. Jonathan Rothbard as our Chief Scientific Officer.

Please see the sections entitled “Officers and Directors of KBL Prior to Closing of the Business Combination” and “Officers and Directors of KBL Following Closing of the Business Combination.”

Accounting Treatment

The business combination will be accounted for as a reverse recapitalization of 180 in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Under this method of accounting, KBL will be treated as the “acquired” company for accounting purposes and the business combination will be treated as the equivalent of 180 issuing stock for the net assets of KBL, accompanied by a recapitalization. The net assets of KBL will be stated at historical cost, with no goodwill or other intangible assets recorded.

Appraisal Rights

Appraisal rights are not available to KBL stockholders in connection with the business combination.

Other Proposals

In addition to the proposal to approve and adopt the Business Combination Proposal, KBL stockholders will be asked to vote on the Special Voting Shares Charter Proposal, (ii) the Authorized KBL Common Stock Charter Proposal, (iii) the Authorized KBL Preferred Stock Charter Proposal, (iv) the Name Change Proposal, and (v) the Additional Charter Proposal. A copy of our Second A&R Charter reflecting the proposed amendments pursuant to the Special Voting Shares Charter Proposal, the Authorized KBL Common Stock Charter Proposal, the Authorized KBL Preferred Stock Charter Proposal, the Name Change Proposal and the Additional Charter Proposal is attached to this proxy statement/prospectus as Annex B. For more information about the Special Voting Shares Charter Proposal, the Authorized KBL Common Stock Charter Proposal, the Authorized KBL Preferred Stock Charter Proposal, the Name Change Proposal and the Additional Charter Proposal, see the section entitled “Proposal No 2 — The Special Voting Shares Charter Proposal,” “Proposal No. 3 — The Authorized KBL Common Stock Charter Proposal,” “Proposal No. 4 — The Authorized KBL Preferred Stock Charter Proposal,” “Proposal No. 5 — The Name Change Proposal” and “Proposal No. 6 — The Additional Charter Proposal.”

In addition, KBL stockholders will be asked to vote on (i) the Nasdaq Proposal, (ii) the OIP Proposal and (iii) the Adjournment Proposal.

See the sections entitled “Proposal No. 7 — The Nasdaq Proposal,” “Proposal No. 8 — The Omnibus Incentive Plan Proposal” and “Proposal No. 9 — The Adjournment Proposal” for more information.

Date, Time and Place of Special Meeting

The special meeting will be held at __:00 a.m., local time, on __________, 2020, at _______________, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

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Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of KBL Common Stock at the close of business on _______________, 2020, which is the record date for the special meeting. You are entitled to one vote for each share of KBL Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were ______ shares of KBL Common Stock outstanding in the aggregate, of which _________ are public shares and __________ are founder shares held by the Sponsor and our independent directors.

Proxy Solicitation

Proxies may be solicited by mail. KBL has engaged Advantage Proxy to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of KBL Stockholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of KBL stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the KBL Common Stock outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal, the Nasdaq Proposal, the OIP Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of KBL Common Stock represented in person or by proxy and entitled to vote thereon and actually cast at the special meeting. Approval of each of the Charter Proposals require the affirmative vote of the holders of a majority of the outstanding shares of KBL Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or to vote in person at the special meeting will have no effect on the outcome of any vote on the Business Combination Proposal, Nasdaq Proposal, the OIP Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Proposals.

Recommendation to KBL Stockholders

Our Board believes that each of the Business Combination Proposal, the Special Voting Shares Charter Proposal, the Authorized KBL Common Stock Charter Proposal, the Authorized KBL Preferred Stock Charter Proposal, the Name Change Proposal, the Additional Charter Proposal, the Nasdaq Proposal, the OIP Proposal and the Adjournment Proposal is in the best interests of KBL and its stockholders and recommends that its stockholders vote “FOR” each of the Proposals to be presented at the special meeting.

When you consider the recommendation of our Board in favor of approval of the Transaction Proposals, you should keep in mind that the Sponsor, members of our Board and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Risk Factors

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

27

SELECTED HISTORICAL FINANCIAL INFORMATION OF KBL

The following selected historical financial data should be read together with KBL’s financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of KBL” herein.

The statements of operations data for the years ended December 31, 2019 and 2018 and the balance sheet data as of December 31, 2019 and 2018 are derived from KBL’s audited financial statements appearing elsewhere herein. The statements of operations data for the six months ended June 30, 2020 and the balance sheet data as of June 30, 2020 are derived from KBL’s unaudited condensed financial statements appearing elsewhere herein.

 

(in thousands, except per share data)

   

Six Months Ended
June 30,
2020

 

Year Ended December 31, 2019

 

Year Ended December 31, 2018

   

(unaudited)

       

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

$

(636

)

 

$

(1,209

)

 

$

(599

)

Other income – Interest income

 

 

3,844

 

 

 

1,375

 

 

 

2,053

 

Current income tax expense

 

 

(4

)

 

 

(257

)

 

 

(413

)

Net income (loss)

 

$

(2,529

)

 

$

91

 

 

$

1,041

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

4,469

 

 

 

4,224

 

 

 

4,170

 

Diluted

 

 

4,469

 

 

 

4,224

 

 

 

14,878

 

Net income per common share – basic

 

$

(0.57

)

 

$

(0.02

)

 

$

0.25

 

Net income per common share – diluted

 

$

(0.57

)

 

$

(0.02

)

 

$

0.07

 

 

(in thousands)

   

As of
June 30,
2020

 

As of
December 31, 2019

 

As of
December 31, 2018

   

(unaudited)

       

Balance Sheet Data:

 

 

   

 

   

 

 

Total assets

 

$

12,626

 

$

12,502

 

$

118,437

Total liabilities

 

$

3,498

 

$

7,155

 

$

4,571

Value of KBL Common Stock that may be redeemed in connection with a business combination

 

$

4,129

 

$

347

 

$

108,866

Total stockholders’ equity

 

$

5,000

 

$

5,000

 

$

5,000

28

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF 180

The following selected historical consolidated financial data should be read together with 180’s consolidated financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 180” herein.

The consolidated statement of operations data for the year ended December 31, 2019 and for the period from March 7, 2018 (inception) through December 31, 2018, and the consolidated balance sheet data as of December 31, 2019 and 2018, are derived from 180’s audited consolidated financial statements appearing elsewhere herein. The consolidated statement of operations data for the six months ended June 30, 2020 and the consolidated balance sheet data as of June 30, 2020 are derived from 180’s unaudited condensed consolidated financial statements appearing elsewhere herein.

 

(in thousands)

   

As of
June 30,
2020

 

As of
December 31,
2019

 

As of
December 31,
2018

   

(unaudited)

       

Balance Sheet Data:

 

 

   

 

     

 

Total assets

 

$

50,372

 

$

51,884

 

1,459

 

Total liabilities

 

 

14,490

 

 

13,314

 

9,136

 

Total stockholders’ equity (deficiency)

 

 

35,882

 

 

38,571

 

(7,677

)

 

(in thousands)

   

Six Months
Ended
June 30,
2020

 

Year Ended
December 31,
2019

 

For the Period
From March 7,
2018 (Inception)
Through
December 31,
2018

   

(unaudited)

       

Statement of Operations Data:

 

 

 

 

 

 

 

 

   

 

Research and development expenses

 

$

(705

)

 

$

(1,887

)

 

(895

)

General and administrative expenses

 

 

(1,797

)

 

 

(6,043

)

 

(6,392

)

Modification of stock award

 

 

 

 

 

(12,959

)

 

 

Rental income

 

 

 

 

 

26

 

 

 

Other income

 

 

253

 

 

 

554

 

 

 

Interest income (expense), net

 

 

(367

)

 

 

(181

)

 

10

 

Gain (loss) on debt extinguishment

 

 

492

 

 

 

(703

)

 

 

Change in fair value of accrued issuable equity

 

 

 

 

 

(4,210

)

 

 

Income tax benefit

 

 

10

 

 

 

9

 

 

(4,803

)

Net loss

 

$

(2,114

)

 

$

(25,394

)

 

(12,080

)

29

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CBR PHARMA

The following selected historical consolidated financial data should be read together with CBR Pharma’s consolidated financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 180” herein.

The consolidated statement of operations data for the period from March 8, 2018 (inception) through December 31, 2018 and the consolidated balance sheet data as of December 31, 2018 are derived from CBR Pharma’s audited consolidated financial statements appearing elsewhere herein. The consolidated statement of operations data for the six months ended June 30, 2019 and the consolidated balance sheet data as of June 30, 2019 are derived from CBR Pharma’s unaudited condensed consolidated financial statements appearing elsewhere herein.

 

(in thousands)

   

As of
June 30,
2019

 

As of
December 31, 2018

 

As of
December 31,
2017

   

(unaudited)

       

Balance Sheet Data:

 

 

 

 

 

 

 

 

   

Total assets

 

$

476

 

 

$

510

 

 

N/A

Total liabilities

 

 

1,673

 

 

 

735

 

 

N/A

Total stockholders’ deficiency

 

 

(1,197

)

 

 

(225

)

 

N/A

 

(in thousands)

   

Six Months Ended
June 30,
2019

 

For the
Period From
March 8,
2018
(Inception) Through December 31, 2018

 

Year Ended December 31,
2017

   

(unaudited)

       

Statement of Operations Data:

 

 

 

 

 

 

 

 

   

Research and development expenses

 

$

(578

)

 

$

(632

)

 

N/A

General and administrative expenses

 

 

(2,040

)

 

 

(3,862

)

 

N/A

Other expense

 

 

(7

)

 

 

(50

)

 

N/A

Net loss

 

$

(2,625

)

 

$

(4,544

)

 

N/A

30

SELECTED HISTORICAL FINANCIAL DATA OF 180 LP

The following selected historical financial data should be read together with 180 LP’s financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 180” appearing elsewhere herein.

The statements of operations data for the years ended December 31, 2018 and 2017 and the balance sheet data as of December 31, 2018 and 2017 are derived from 180 LP’s audited financial statements appearing elsewhere herein. The statements of operations data for the six months ended June 30, 2019 and the balance sheet data as of June 30, 2019 are derived from 180 LP’s unaudited condensed financial statements appearing elsewhere herein.

 

(in thousands)

   

As of
June 30,
2019

 

As of
December 31,
2018

 

As of
December 31,
2017

   

(unaudited)

       

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

651

 

 

$

125

 

 

$

336

 

Total liabilities

 

 

1,616

 

 

 

354

 

 

 

339

 

Total partners’ deficit

 

 

(965

)

 

 

(229

)

 

 

(3

)

 

(in thousands)

   

Six Months Ended
June 30,
2019

 

Year Ended December 31,
2018

 

Year Ended December 31,
2017

   

(unaudited)

       

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

$

(246

)

 

$

(11

)

 

$

(163

)

General and administrative expenses

 

 

(824

)

 

 

(202

)

 

 

(151

)

Other income (expense)

 

 

334

 

 

 

(13

)

 

 

280

 

Net loss

 

$

(736

)

 

$

(226

)

 

$

(34

)

31

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following selected unaudited pro forma condensed combined financial data should be read together with the Unaudited Pro Forma Condensed Combined Financial Information and the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of KBL” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 180” included within this proxy statement/prospectus. 180’s unaudited pro forma condensed combined financial statements, and the data derived therefrom, included in this proxy statement/prospectus were prepared in accordance with GAAP and are presented in U.S. dollars after being translated from Katexco’s and CBR Pharma’s functional currency, the Canadian Dollar (“CAD”) and the functional currency of a subsidiary of CBR Pharma, the GBP.

The unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2019 are derived from the unaudited pro forma condensed combined financial statements appearing elsewhere herein. The unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2020 and the unaudited pro forma condensed combined balance sheet data as of June 30, 2020 are derived from the unaudited pro forma condensed combined financial statements appearing elsewhere herein. The unaudited pro forma condensed combined balance sheet as of June 30, 2020 and the unaudited pro forma condensed combined statements of operations for each of the six months ended June 30, 2020 and for the year ended December 31, 2019 combine the financial statements of 180 and KBL in the Business Combination and they reflect the combination of the financial statements of 180 (which includes pre-Reorganization Katexco) and the pre-Reorganization financial statements of CBR Pharma, 180 LP and CannBioRx (which represents pre-Reorganization 180) giving effect to the Reorganization. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore, the actual effects of the Business Combination and the Reorganization reflected in the pro forma data may differ from the effects reflected below.

 

(in thousands)

   

As of
June 30,
2020

 

As of
December 31,
2019

 

As of
December 31,
2018

   

(unaudited)

       

Balance Sheet Data:

 

 

         

Total assets – no redemption

 

$

72,283

 

N/A

 

N/A

Total liabilities – no redemption

 

 

14,508

 

N/A

 

N/A

Mezzanine equity – no redemption

 

 

3,000

 

N/A

 

N/A

Total stockholders’ equity – no redemption

 

 

54,775

 

N/A

 

N/A

   

 

         

Total assets – maximum redemption

 

$

72,283

 

N/A

 

N/A

Total liabilities – maximum redemption

 

 

14,508

 

N/A

 

N/A

Mezzanine equity – maximum redemption

 

 

3,000

 

N/A

 

N/A

Total stockholders’ equity – maximum redemption

 

 

54,775

 

N/A

 

N/A

32

 

(in thousands, except per share data)

   

Six Months Ended
June 30,
2020

 

Year Ended
December 31,
2019

 

Year Ended
December 31,
2018

   

(unaudited)

 

(unaudited)

   

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

$

(705

)

 

$

(2,795

)

 

N/A

General and administrative expenses

 

 

(1,663

)

 

 

(8,987

)

 

N/A

Modification of stock award

 

 

 

 

 

(12,959

)

 

N/A

Rental income

 

 

 

 

 

171

 

 

N/A

Other income

 

 

253

 

 

 

962

 

 

N/A

Interest income (expense), net

 

 

(374

)

 

 

(52

)

 

N/A

Gain (loss) on debt extinguishment

 

 

 

 

 

(703

)

 

N/A