180 Life Sciences (ATNF)
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180 Life Sciences (ATNF) - 2019 Q2 - Quarterly Report
2019-08-09 20:44
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38105 KBL MERGER CORP. IV (Exact name of registrant as specified in its charter) | --- | |-----------------------------------------| | ...
180 Life Sciences (ATNF) - 2019 Q1 - Quarterly Report
2019-05-13 18:01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38105 KBL MERGER CORP. IV (Exact name of registrant as specified in its charter) | --- | --- | |-------------------------------------- ...
180 Life Sciences (ATNF) - 2018 Q4 - Annual Report
2019-04-01 21:09
Acquisition Strategy - The company aims to acquire a target business with a fair market value equal to at least 80% of the balance in the trust account at the time of signing a definitive agreement [27]. - The company focuses on established companies with an EBITDA greater than $15 million and a valuation in the range of $300 million to $700 million [22]. - The company seeks to acquire businesses with strong free cash flow characteristics and opportunities for operational expansion or turnarounds [22]. - The acquisition strategy includes targeting portfolio companies of private equity and later-stage venture capital funds due to a challenging IPO market [21]. - The company has established guidelines for evaluating target businesses, which may include companies outside of the healthcare sector [25]. - The management team intends to leverage their extensive network for sourcing acquisition opportunities across various sectors [20]. - The company will conduct extensive due diligence on prospective target businesses, including financial reviews and management meetings [26]. - The company may structure its initial business combination to acquire less than 100% of a target business while ensuring a controlling interest [29]. Financial Information - The company raised gross proceeds of $100,000,000 from its initial public offering by selling 10,000,000 units at $10.00 per unit [34]. - An additional $15,000,000 was generated from the full exercise of the underwriters' over-allotment option, purchasing 1,500,000 units at the same offering price [35]. - As of March 8, 2019, the Trust Account held approximately $61,608,000 after redemptions totaling $52,529,304 related to the Extension Amendment [43]. - The amount in the trust account was approximately $10.30 per public share as of March 8, 2019 [67]. - The company has approximately $271,000 available outside the trust account to cover costs associated with liquidation [90]. - The company intends to use cash from its initial public offering and private placements, along with capital stock or debt, for its initial business combination [44]. Management Experience - The management team has decades of experience in investing, acquiring, and operating healthcare companies, enhancing the company's strategic positioning [16]. - The management team has a combined 65 years of experience, which is expected to facilitate sourcing potential business combination targets [49]. Stockholder and Redemption Policies - Stockholder approval is required for certain types of transactions, such as a merger with a target company [59]. - A public stockholder needs only 1,496,990 of the 6,371,477 public shares, or approximately 23.5%, to vote in favor of the initial business combination for approval [73]. - The company will not redeem public shares if it would cause net tangible assets upon consummation of the initial business combination to be less than $5,000,001 [74]. - The redemption offer will remain open for at least 20 business days in accordance with Rule 14e-1(a) under the Exchange Act [70]. - The company will provide public stockholders with the opportunity to redeem shares at a per-share price equal to the amount in the trust account [67]. - If stockholder approval is required, the company will conduct redemptions in conjunction with a proxy solicitation [72]. - The company will not complete the business combination if the aggregate cash consideration for redemptions exceeds the cash available [74]. - The company intends to redeem public shares promptly after the deadline for the business combination, which may expose stockholders to potential liabilities [92]. Legal and Compliance Issues - The company is classified as an "emerging growth company" and will retain this status until certain revenue or market value thresholds are met [42]. - The company qualifies as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [106]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.07 billion [108]. - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2018, as mandated by the Sarbanes-Oxley Act [105]. Risks and Liabilities - The company has not secured third-party financing for its business combination, which may limit its options [43]. - The company has not reserved funds for indemnification obligations, raising concerns about the ability to satisfy such claims [90]. - The trust account may be subject to claims from creditors, which could reduce the available funds for redemptions [88]. - If the trust account balance falls below $10.10 per public share, stockholders may face reduced redemption amounts [89]. - If a bankruptcy petition is filed, the trust account may be subject to claims from third parties, potentially affecting the ability to return $10.10 per share to public shareholders [95]. - Public stockholders may be liable for claims against the corporation to the extent of distributions received during dissolution [91]. - The company will seek waivers from vendors and service providers regarding claims to the trust account to minimize indemnification obligations [90]. - The company will not comply with certain Delaware law procedures, potentially increasing stockholder liability [93]. - The public "float" of common stock may be reduced if insiders purchase shares, potentially affecting trading on national securities exchanges [63]. - The company anticipates that insiders may purchase shares in privately negotiated transactions, but there are no current commitments or plans to do so [60].