SEC Form 4 · accession 0001185185-18-001364
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
Aug 6, 2018
Accepted (ET)
Aug 7, 2018 · 3:04 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 | — | — | — | 5,246,208 | I | See Footnote | |
| Common Stock | holding | — | — | — | 12,276,253 | 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 | $0.40 | Aug 6, 2018 | J | — | A | Aug 6, 2018 | — | Common Stock | 187,500 | 187,500 | I |
| Special WarrantsF5,F6,F7,F8 | — | holding | — | — | — | — | — | Special Warrants | 1,089,609 | 1,089,609 | D |
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 $0.40 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 1, 2021.
- F4Excludes shares 'issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
- F5Convertible for no additional consideration.
- F6Each Special Warrant will be deemed to be automatically exercised on behalf of, and without any further action or payment required on the part of, the Reporting Person at 5:00 p.m. (Toronto time) on the date that is the earlier of: (i) the fifth business day after the date a receipt is issued for a final prospectus qualifying the distribution of the Shares and the Warrants by the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario; and (ii) October 28, 2018.
- F7The Special Warrants do not have an expiration date. The Warrants expire 36 months from the date that the Issuer's common stock is listed on a recognized Canadian stock exchange.
- F8Each Special Warrant is comprised of one Share and one Warrant to purchase one share of common stock for CAD$0.65 per share.