Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
In accordance with Item 9.01(a), the following financial statements of the 180 Parties are attached to this Current Report on Form 8-K/A (or incorporated by reference herein), and are attached (or incorporated by reference herein) as Exhibit 99.1 to 99.6, and as Exhibit 99.1, hereto, respectively:
? Audited financial statements of 180 for the fiscal year endedDecember 31, 2019 and for the period fromMarch 7, 2018 (Inception) throughDecember 31, 2018 (Exhibit 99.1); ? Unaudited financial statements of 180 for the six months endedJune 30, 2020 and 2019 (Exhibit 99.2); ? Audited financial statements ofCannBioRex Pharmaceuticals Corp. for the period fromMarch 8, 2018 (Inception) toDecember 31, 2018 (Exhibit 99.3); ? Unaudited financial statements ofCannBioRex Pharmaceuticals Corp. for the six months endedJune 30, 2019 and for the period fromMarch 8, 2018 (Inception) throughJune 30, 2018 (Exhibit 99.4); ? Audited financial statements of 180Therapeutics L.P. for the fiscal years endedDecember 31, 2018 and 2017 (Exhibit 99.5); ? Unaudited financial statements of 180Therapeutics L.P. for the six months endedJune 30, 2019 and 2018 (Exhibit 99.6); ? Unaudited financial statements of 180 for the nine months endedSeptember 30, 2020 and 2019 (Exhibit 99.9); ? Management's Discussion and Analysis of Financial Condition and Results of Operations of 180 with respect to the nine months endedSeptember 30, 2020 (Exhibit 99.11); ? Management's Discussion and Analysis of Financial Condition and Results of Operations of KBL with respect to the three and six months endedJune 30, 2020 (Exhibit 99.12); and ? Management's Discussion and Analysis of Financial Condition and Results of Operations of KBL with respect to the three and six months endedSeptember 30, 2020 (Exhibit 99.13).
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b), the following pro forma financial statements are attached to this Current Report on Form 8-K-A (or incorporated by reference herein), and are attached (or incorporated by reference herein) as Exhibit 99.7 and Exhibit 99.10 hereto, respectively:
· Unaudited pro forma condensed combined financial statements for the year ended
December 31, 2019 and for the period endedJune 30, 2020 (Exhibit 99.7); and
· Unaudited pro forma condensed combined financial statements for the year ended
December 31, 2019 and for the period endedSeptember 30, 2020 (Exhibit 99.10). 2 (d) Exhibits Exhibit No. Description 2.1 Business Combination Agreement, dated as ofJuly 25, 2019 , by and amongKBL Merger Corp. IV ,KBL Merger Sub, Inc. ,180 Life Sciences Corp. ,Katexco Pharmaceuticals Corp. ,CannBioRex Pharmaceuticals Corp. , 180Therapeutics L.P. andLawrence Pemble (filed as Exhibit 2.1 to the Current Report on Form 8-K filed byKBL Merger Corp. IV onJuly 26, 2019 and incorporated by reference herein). 2.2 Amendment No. 1 to the Business Combination Agreement, dated as ofJanuary 29, 2020 (filed as Exhibit 2.1 to the Current Report on Form 8-K filed byKBL Merger Corp. IV onFebruary 3, 2020 and incorporated by reference herein). 2.3 Amendment No. 2 to the Business Combination Agreement, dated as ofAugust 7, 2020 (filed as Exhibit 2.1 to the Current Report on Form 8-K filed byKBL Merger Corp. IV onAugust 13, 2020 and incorporated by reference herein). 3.1 Second Amended and Restated Certificate of Incorporation of the registrant. (1) 10.1 Form of Lock-Up Agreement. (1) 10.2 Escrow Agreement datedNovember 6, 2020 by and between the registrant,Continental Stock Transfer & Trust Company , andLawrence Pemble . (1) 10.3 2020 Omnibus Incentive Plan. (1) 10.4 Employment Agreement, datedJuly 1, 2020 by and between 180 Life Corp. (f/k/a180 Life Sciences Corp. ) andJames N. Woody , M.D., Ph.D. (1) 10.5 First Amendment to Employment Agreement by and between 180 Life Corp. (f/k/a180 Life Sciences Corp. ) andJames N. Woody , M.D., Ph.D. (1) 99.1 Audited financial statements of 180 for the fiscal year endedDecember 31, 2019 and for the period fromMarch 7, 2018 (Inception) throughDecember 31, 2018 . (1) 99.2 Unaudited financial statements of 180 for the six months endedJune 30, 2020 and 2019. (1) 99.3 Audited financial statements ofCannBioRex Pharmaceuticals Corp. for the period fromMarch 8, 2018 (Inception) throughDecember 31, 2018 . (1) 99.4 Unaudited financial statements ofCannBioRex Pharmaceuticals Corp. for the six months endedJune 30, 2019 and for the period fromMarch 8, 2018 (Inception) throughJune 30, 2018 . (1) 99.5 Audited financial statements of 180Therapeutics L.P. for the fiscal years endedDecember 31, 2018 and 2017. (1) 99.6 Unaudited financial statements of 180Therapeutics L.P. for the six months endedJune 30, 2019 and 2018. (1) 99.7 Unaudited pro forma condensed combined financial statements for the year endedDecember 31, 2019 and for the six months endedJune 30, 2020 . (2) 99.8 Nominating and Corporate Governance Committee Charter. (1) 99.9 Unaudited financial statements of 180 for the nine months endedSeptember 30, 2020 and 2019. (2) 99.10 Unaudited pro forma condensed combined financial statements for the year endedDecember 31, 2019 and for the nine months endedSeptember 30, 2020 . (2) 99.11 Management's Discussion and Analysis of Financial Condition and Results of Operations of 180 with respect to the nine months endedSeptember 30, 2020 . (2) 99.12 Management's Discussion and Analysis of Financial Condition and Results of Operations of KBL with respect to the three and six months endedJune 30, 2020 (included as Part I, Item 2 of the Quarterly Report on Form 10-Q/A of180 Life Sciences Corp. (f/k/aKBL Merger Corp. IV ) for the quarterly period endedJune 30, 2020 that was filed with theSecurities and Exchange Commission onFebruary 5, 2021 , and incorporated herein by reference). 99.13 Management's Discussion and Analysis of Financial Condition and Results of Operations of KBL with respect to the three and six months endedSeptember 30, 2020 (filed as Item I, Part 2 of the Quarterly Report on Form 10-Q/A for180 Life Sciences Corp. (f/k/aKBL Merger Corp. IV ) for the quarterly period endedSeptember 30, 2020 that was filed with theSecurities and Exchange Commission onFebruary 5, 2021 , and incorporated herein by reference).
(1) Previously filed with the Original Super 8-K.
(2) Filed herewith. 3
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