8-K 1 f8k120619_kblmergercopiv.htm FORM 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 6, 2019

 

KBL MERGER CORP. IV

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38105   81-3832378
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

527 Stanton Christian Road

Newark, DE 19713

  19713
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (302) 502-2727

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☒

 

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 13(a) of the Exchange Act.  ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange on

which registered

Common Stock, par value $0.0001 per share   KBLM   The NASDAQ Stock Market LLC
Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $5.75 per half share   KBLMW   The NASDAQ Stock Market LLC
Rights, exchangeable into one-tenth of one share of Common Stock   KBLMR   The NASDAQ Stock Market LLC
Units, each consisting of one share of Common Stock, one Warrant and one Right   KBLMU   The NASDAQ Stock Market LLC

 

 

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 6, 2019, in connection with the Meeting (defined below), KBL Merger Corp. IV (the “Company”) filed with the Secretary of State of the State of Delaware an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 6, 2019, the Company held an annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders (i) approved an amendment to the Charter extending the date by which the Company must consummate its initial business combination and the date for cessation of operations of the Company if the Company has not completed an initial business combination from September 9, 2019 (or December 9, 2019 if the Company has executed a definitive agreement for an initial business combination by September 9, 2019) to April 9, 2020 or such earlier date as determined by the Board of Directors of the Company (the “Extension Amendment Proposal”); and (ii) re-elected two directors to serve as Class II directors on the Company’s board of directors until the 2021 annual meeting of stockholders or until their successors are elected and qualified, or until their earlier death, resignation, retirement or removal (the “Director Election Proposal”).

 

Set forth below are the final voting results for each of the proposals:

 

Proposal No. 1 – Extension Amendment Proposal

  

For   Against   Abstain   Broker Non-Votes
6,940,780   516,323   0   0

 

Proposal No. 2 – Director Election Proposal

 

 Marlene Krauss, M.D. and George Hornig were re-elected to serve as Class II directors. The voting results were as follows:

 

Name   For   Withheld   Broker Non-Votes
Marlene Krauss, M.D.   6,584,244   872,859   0
George Hornig   6,584,244   872,859   0

 

Stockholders holding 3,676,448 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 approximately $39,121,811.98 was removed from the Trust Account to pay such holders. Following such redemptions, a total of approximately $11,857,136.05 will remain in the Company’s trust account. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description
     
3.1   Third Amendment to Amended and Restated Certificate of Incorporation

 

1 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 6, 2019

  KBL MERGER CORP. IV
   
  By:  /s/ Marlene Krauss, M.D.
    Name: Marlene Krauss, M.D.
Title: Chief Executive Officer

 

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