SEC Form 4 · accession 0001185185-17-002161
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
Oct 9, 2017
Accepted (ET)
Oct 12, 2017 · 7:11 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 | holding | — | — | — | 1,870,988 | I | See footnote | |
| Common Stock | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF1,F3,F4 | $0.25 | Oct 9, 2017 | J | — | A | Oct 9, 2017 | — | Common Stock | 119,998 | 119,998 | I |
| Convertible Promissory NoteF1,F5,F4 | $0.25 | holding | — | — | — | Aug 23, 2017 | — | Common Stock | 2,486,632 | 2,486,632 | I |
| Convertible Promissory NoteF1,F5,F4 | $0.25 | holding | — | — | — | Aug 23, 2017 | — | Common Stock | 280,000 | 280,000 | I |
| Convertible Promissory NoteF1,F6,F7,F4 | $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.
- 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.
- F3The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on October 8, 2020.
- F4Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
- F5The 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.
- F6Convertible Note was amended to delete the requirement to issue warrants upon conversion.
- 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, 2020.