UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐
Form N-CEN ☐ Form N-CSR
For
Period Ended: December 31, 2020
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐
Transition Report on Form 11-K
☐ Transition
Report on Form 10-Q
For
the Transition Period Ended: ________________________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
180
Life Sciences Corp.
Full
Name of Registrant
N/A
Former
Name if Applicable
830
Menlo Avenue, Suite 100
Address
of Principal Executive Office (Street and Number)
Menlo
Park, CA 94025
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate.)
|
(a)
|
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|
|
|
|
☒
|
(b)
|
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
|
|
|
|
|
(c)
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART
III— NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report portion thereof, could
not be filed within the prescribed time period.
As
previously reported, on November 6, 2020 (the “Closing Date”), the Registrant consummated the previously announced
business combination (the “Business Combination”) following a special meeting of stockholders held on November
5, 2020, where the stockholders of 180 Life Sciences Corp., formerly KBL Merger Corp. IV (the “Registrant”
or, prior to the closing of the Business Combination, sometimes referred to herein as “KBL”) considered and
approved, among other matters, a proposal to adopt that certain Business Combination Agreement (as amended, the “Business
Combination Agreement”), dated as of July 25, 2019, entered into by and among the Registrant, KBL Merger Sub, Inc. (“Merger
Sub”), 180 Life Corp. formerly 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 the Business Combination Agreement, among other things, Merger
Sub merged with and into 180, with 180 continuing as the surviving entity and a wholly-owned subsidiary of the Registrant (the
“Merger”). The Merger became effective on November 6, 2020 (such time, the “Effective Time”,
and the closing of the Merger being referred to herein as the “Closing”). In connection with, and prior to,
the Closing, 180 filed a Certificate of Amendment of its Certificate of Incorporation in Delaware to change its name to 180 Life
Corp. and KBL Merger Corp. IV changed its name to 180 Life Sciences Corp.
Also
as previously reported (a) in the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission
(the “SEC” or the “Commission”) on December 31, 2020, on December 29, 2020, the Board of
Directors of the Registrant concluded, after discussion with the Registrant’s management and the independent registered
public accounting firm for KBL, that the consolidated financial statements of the Registrant, which were prepared by the former
KBL management for the interim period ended September 30, 2020, should no longer be relied upon due to errors in the consolidated
financial statements and should be restated and; (b) in the Registrant’s Current Report on Form 8-K, filed with the SEC
on February 3, 2021, on January 28, 2021, the Board of Directors of the Registrant concluded, after discussion with the Registrant’s
management and the independent registered public accounting firm for KBL, that the consolidated financial statements of the Registrant,
which were prepared by the former KBL management for the interim period ended June 30, 2020, should no longer be relied upon due
to errors in the consolidated financial statements and should be restated. The Company subsequently filed amended Quarterly Reports
on Form 10-Q to restate and correct the financial statements for the quarters ended June 30, 2020 and September 30, 2020, on February
5, 2021 and February 8, 2021, respectively (collectively, the “Amended Reports”).
The
registrant has experienced unexpected delays in completing its Annual Report on Form 10-K for the year ended December 31, 2020
(the “Form 10-K”) within the prescribed time period due to delays experienced in completing the Registrant’s
financial statements, as a result of the focus of managements’ and the Registrant’s independent auditor’s attention
on the preparation and filing of the Amended Reports, and the fact that management and the independent auditors have only recently
had a chance to devote their attention towards the preparation of the Form 10-K and related financial statements. The delay could
not be eliminated without unreasonable effort or expense.
We
currently anticipate that we will file our complete annual report on Form 10-K for the year ended December 31, 2020 on or before
the fifteenth day following the prescribed due date.
PART
IV — OTHER INFORMATION
Name
and telephone number of person to contact in regard to this notification
James
N. Woody, M.D., Ph.D.
|
|
(678)
|
|
570-6791
|
(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
|
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof?
☐ Yes
☒ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
180
Life Sciences Corp.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
|
March
30, 2021
|
By
|
/s/
James N. Woody, M.D., Ph.D.
|
|
|
|
Chief
Executive Officer
|
3
KBL Merger Corporation IV (NASDAQ:KBLM)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
KBL Merger Corporation IV (NASDAQ:KBLM)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024