SEC Form 4 · accession 0001185185-18-000043
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
Jan 5, 2018
Accepted (ET)
Jan 11, 2018 · 3:38 pm EST
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 | $0.3125 | Jan 5, 2018 | J | — | A | Jan 5, 2018 | — | Common Stock | 368,000 | 368,000 | D |
| Convertible Promissory NoteF4,F5,F3 | $0.3125 | holding | — | — | — | Oct 9, 2017 | — | Common Stock | 95,998 | 95,998 | D |
| Convertible Promissory NoteF4,F6,F3 | $0.3125 | holding | — | — | — | Aug 23, 2017 | — | Common Stock | 1,989,306 | 1,989,306 | D |
| Convertible Promissory NoteF4,F6,F3 | $0.3125 | holding | — | — | — | Aug 23, 2017 | — | Common Stock | 224,000 | 224,000 | D |
| Convertible Promissory NoteF4,F7,F8,F3 | $0.3125 | holding | — | — | — | Mar 31, 2017 | — | Common Stock | 384,000 | 384,000 | 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 $0.3125 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 April 1, 2021.
- F3Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
- F4On January 10, 2018, this convertible note was amended to increase the conversion price to $0.3125 effective as of December 1, 2017.
- F5The 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.
- F6The 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.
- F7Convertible Note was amended to delete the requirement to issue warrants upon conversion.
- F8The 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.