SEC Form 4 · accession 0001185185-17-001318
CLS Holdings USA, Inc. · CLSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Koretsky
Director · 10% Owner
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 7:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001522222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 31, 2017 | M | 200,880 | $0.25 | A | 200,880 | I | See Footnote |
| Common StockF1 | May 31, 2017 | M | 1,670,108 | $0.25 | A | 1,870,988 | I | See Footnote |
| Common Stock | May 31, 2017 | M | 3,912,356 | $0.25 | A | 8,912,356 | D | |
| Common Stock | May 31, 2017 | M | 1,661,208 | $0.25 | A | 10,573,564 | D | |
| Common Stock | May 31, 2017 | M | 886,712 | $0.25 | A | 11,460,276 | D | |
| Common Stock | May 31, 2017 | M | 636,988 | $0.25 | A | 12,097,264 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Demand Convertible Promissory NoteF1,F4,F11 | $0.25 | May 31, 2017 | J | — | A | May 31, 2017 | — | Common Stock | 2,472,000 | 2,472,000 | I |
| Convertible Promissory NoteF1,F3,F5 | $0.25 | May 31, 2017 | M | — | D | Jan 10, 2017 | — | Common Stock | 200,800 | 0 | I |
| Convertible Promissory NoteF1,F3,F5 | $0.25 | May 31, 2017 | M | — | D | Jan 10, 2017 | — | Common Stock | 1,670,108 | 0 | I |
| Convertible Promissory NoteF3,F6 | $0.25 | May 31, 2017 | M | — | D | Jan 12, 2016 | — | Common Stock | 3,912,356 | 0 | D |
| Convertible Promissory NoteF3,F7 | $0.25 | May 31, 2017 | M | — | D | Apr 11, 2016 | — | Common Stock | 1,661,208 | 0 | D |
| Convertible Promissory NoteF3,F8 | $0.25 | May 31, 2017 | M | — | D | Jul 20, 2016 | — | Common Stock | 886,712 | 0 | D |
| Convertible Promissory NoteF12,F3,F9 | $0.25 | May 31, 2017 | M | — | D | Aug 3, 2016 | — | Common Stock | 636,988 | 0 | I |
| Convertible Promissory NoteF1,F13,F10,F11 | $0.25 | holding | — | — | — | Mar 31, 2017 | — | Common Stock | 480,000 | 480,000 | I |
Explanation of responses
- F1Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
- F10The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2020.
- F11Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
- F12Owned by CLS Co 2016, LLC, an entity of which the Reporting Person is a member. Since CLS Co 2016, LLC's acquisition of this convertible note, the Reporting Person has taken a controlling position in this entity. Shares issued upon conversion were issued in the name of the Reporting Person.
- F13Convertible Note was amended to delete the requirement to issue warrants upon conversion.
- F2This Note bears interest at the rate of 10% per annum. At the election of the Reporting Person, all principal and accrued interest under the Note may be converted into the Issuer's common stock. For each $0.25 converted, the Reporting Person will receive one share of common stock. The balance of the terms of this Note have not yet been determined.
- F3Convertible Notes were amended to reduce the conversion price to $0.25 and delete the requirement to issue warrants upon conversion. Shares were issued upon conversion for all accrued interest.
- F4Not yet determined.
- F5The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 2, 2020.
- F6The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 1, 2019.
- F7The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2019.
- F8The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on July 1, 2019.
- F9The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on August 1, 2018.