SEC Form 4 · accession 0001185185-17-001866
CLS Holdings USA, Inc. · CLSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Newcan Investment Partners LLC
10% Owner
Period of report
Aug 23, 2017
Accepted (ET)
Aug 25, 2017 · 4:54 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 Stock | holding | — | — | — | 1,870,988 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF2,F3 | $0.25 | Aug 23, 2017 | J | — | A | Aug 23, 2017 | — | Common Stock | 2,486,632 | 2,486,632 | D |
| Convertible Promissory NoteF2,F3 | $0.25 | Aug 23, 2017 | J | — | A | Aug 23, 2017 | — | Common Stock | 280,000 | 280,000 | D |
| Demand Convertible Promissory NoteF5,F3 | $0.25 | Aug 23, 2017 | J | — | D | May 31, 2017 | — | Common Stock | 2,472,000 | 0 | D |
| Convertible Promissory NoteF6,F3 | $0.25 | holding | — | — | — | Mar 31, 2017 | — | Common Stock | 480,000 | 480,000 | D |
Explanation of responses
- F1This 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.
- F2The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on August 22, 2020.
- F3Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
- F4Exchange of this demand convertible promissory note for convertible promissory note in the amount of $621,658.
- F5This note has been finalized and replaced by a convertible promissory note in the amount of $621,658, which replacement note includes additional amounts loaned by the Reporting Person.
- F6The 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.