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Subsequent Events (As Restated) | 6 Months Ended
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Jun. 30, 2020
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS (AS RESTATED) | 14. SUBSEQUENT EVENTS (AS RESTATED) Extension of the Consummation of the Business Combination On July 9, 2020, the Company's stockholders approved to further extend the period of time for which the Company is required to consummate a Business Combination (the "Fifth Extension Amendment") from July 9, 2020 to November 9, 2020 or such earlier date as determined by the Board (the "Combination Period"). The number of shares of common stock presented for redemption in connection with the Fifth Extension Amendment was 106,186. The Company paid cash in the aggregate amount of $1,160,695, or approximately $10.93 per share, to redeeming stockholders. As a result of the payment on the shares of common stock presented for redemption in connection with the Fifth Extension Amendment, cash and marketable securities held in the Trust Account decreased to $10,279,476 at July 9, 2020. Alpha Convertible Promissory Notes On September 8, 2020, KBL entered into a Securities Purchase Agreement (the "SPA") whereby it issued to Alpha Capital Anstalt ("Alpha"), secured convertible promissory notes in the aggregate principal amount of $1,111,111.11 (collectively, the "Notes") for an aggregate purchase price of $1,000,000. The Notes are subject to 10% original issue discount, are due on April 7, 2021, and accrue interest at the rate of 10% per annum, with interest being guaranteed to the maturity of the Notes, regardless of when any Note is converted. The Notes are all initially convertible into the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a per share conversion price equal to $5.28. Beginning ninety (90) days following the Company's completion of its contemplated Business Combination, the conversion price will equal the lowest volume weighted average price ("VWAP") of the Company's Common Stock during the five (5) trading day period ending on the trading day immediately prior to the conversion date, but in no event will the conversion price be lower than $2.00. In connection with the closing of the transactions contemplated by the SPA, the Company issued an aggregate of 100,000 restricted shares of Common Stock to the investors. See Convertible Note Conversions in this Note 14. Common Stock Redemptions At a special meeting of stockholders held on November 5, 2020, stockholders holding 816,461 public shares exercised their right to redeem such public shares into a pro rata portion of the Trust Account. As a result, an aggregate of $9,006,493 was removed from the Company's trust account to pay such holders. Following such redemptions, a total of $1,367,365 remained in the Company's trust account. Adoption of 2020 Omnibus Incentive Plan At a special meeting of stockholders held on November 5, 2020, the stockholders of the Company considered and approved the 2020 Omnibus Plan (the "Incentive Plan") and reserved 3,718,140 shares of common stock for issuance thereunder. The Incentive Plan was previously approved, subject to stockholder approval, by the Board of Directors of the Company. The Incentive Plan became effective immediately upon the closing of the Business Combination. Closing of the Business Combination On November 6, 2020, the Company consummated the previously announced Business Combination following a special meeting of stockholders held on November 5, 2020, where the stockholders of KBL considered and approved, among other matters, a proposal to adopt that certain Business Combination Agreement, dated as of July 25, 2019. 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 Company. 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. See Note 1 – Description of Organization, Business Operations and Restatement for additional information related to the closing of the Business Combination. Common Stock Issued to Cantor Fitzgerald and Ladenburg Thalmann On November 6, 2020, upon the closing of the Business Combination, the Company issued 150,000 shares of restricted common stock to Cantor Fitzgerald & Co. in accordance with the settlement and release agreement signed on November 6, 2020 (see Note 10). On November 6, 2020, upon the closing of the Business Combination, the Company issued 100,000 shares of restricted common stock to Ladenburg Thalmann & Co. Inc. in accordance with the settlement and release agreement signed on November 3, 2020 (see Note 10). Other Common Stock Issuances Upon the closing of the Business Combination, the Company issued 198,751 shares of common stock to the Sponsor upon the automatic conversion of a convertible promissory note in the principal amount of $795,003 that the Company previously issued to the Sponsor. In addition, upon the closing of the Business Combination, the Company issued an aggregate of 73,629 shares of common stock to three holders of promissory notes in the principal amount of approximately $278,509 that were previously issued by 180 upon the automatic conversion of such notes. Amendment to the SPA Agreement with Dominion Capital LLC On November 25, 2020, the Company entered into an amended agreement with Dominion and Kingsbrook to amend the secured convertible promissory notes in the original aggregate principal amount of $3,601,966 (after giving effect to a 10% original issue discount) that the Company issued pursuant to the purchase agreement (the "Notes") so that the Fixed Conversion Price of the Notes, during the ninety (90) day period following November 6, 2020, shall be equal to the lower of: (A) ninety-six percent (96%) of the lowest volume weighted average price of the common stock of the Company on the NASDAQ Capital Market during the five (5) trading day period ending on the trading day immediately prior to the applicable conversion date and (B) $5.28; provided, that in no event shall the Fixed Conversion Price be lower than $2.00 (in each case, as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of common stock prior to such date). No other changes were made to the Notes as a result of the Amendment Agreement. The change of the conversion price of the Notes, triggered the most-favored-nation clause and changed the conversion price of the Series A Convertible Preferred Stock to be the same price as the Notes. Convertible Debt Conversions After the closing of the Business Combination, from November 27, 2020 to January 25, 2021, the holders of the Company's convertible promissory notes converted an aggregate of $3,995,966, which includes accrued interest of $362,624, which is owed under such convertible notes into an aggregate of 1,858,021 shares of our common stock, pursuant to the terms of such notes, as amended, at conversion prices of between $2.00 and $2.86 per share. Series A Convertible Preferred Stock Issuance and Conversions The Company satisfied the conditions for issuing the Series A Convertible Preferred Stock to Dominion Capital, LLC by obtaining an effective registration statement just prior to the closing of the Business Combination. After the closing of the Business Combination, from November 30, 2020 to December 18, 2020, Dominion Capital, LLC, converted a total of 1,000,000 shares of Series A Convertible Preferred Stock of the Company, pursuant to that certain Securities Purchase Agreement, dated as of June 12, 2020, with a total conversion value of $3,666,667, into an aggregate of 1,619,144 shares of the Company's common stock, at conversion prices of between $2.00 and $2.31 per share (after adjusting the conversion price of such preferred stock in connection with certain anti-dilutive rights). Due to such conversions, the Company currently has no shares of Series A Convertible Preferred Stock issued or outstanding. As a result of the conversions of the Series A Convertible Preferred Stock, a total of $3 million, which was previously held in escrow in connection with the purchase of the Series A Convertible Preferred Stock, was released to the Company. Notice of Acceleration On December 29, 2020, the Company received notice from Marlene Krauss, M.D., the former Chief Executive Officer and director of KBL, alleging the occurrence of an event of default of the terms of a certain promissory note in the amount of $371,178, dated March 15, 2019, evidencing amounts owed by the Company to KBL IV Sponsor LLC (which Dr. Krauss serves as sole managing member of), for failure to repay such note within five days of the release of funds from escrow in connection with the Purchase Agreement. Dr. Krauss has declared the entire amount of the note to be immediately due and payable. The note, pursuant to its terms, accrues damages of $2,000 per day until paid in full (subject to a maximum amount of damages equal to the principal amount of the note upon the occurrence of the event of default thereunder). Due to the matters described in Note 10, as restated, to these financial statements, there are disputes regarding any amounts that may be due to Dr. Krauss under the note. Potential Legal Matters The Company may initiate legal action against former executives of KBL for non-disclosure in these financial statements of the matters disclosed in Note 13. If such legal action is initiated, the Company would seek damages to cover, at a minimum, the unrecorded and contingent liability obligations and legal fees. There can be no assurance that if such legal action is initiated that the Company will be successful in its legal actions. Related Party Transactions On November 6, 2020, the Company transferred $360,000 to its former Chief Executive Officer's personal account and on November 10, 2020, an additional $300,000 was transferred to KBL Sponsor's bank account, of which $125,000 was subsequently paid to the Company's legal counsel for services related to the Business Combination.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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