SEC Form 4 · accession 0001185185-18-001877
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 23, 2018
Accepted (ET)
Oct 25, 2018 · 8:04 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 | Oct 23, 2018 | M | 196,336 | $0.40 | A | 5,442,544 | 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,F2 | $0.40 | Oct 23, 2018 | M | — | D | Aug 6, 2018 | — | Common Stock | 196,336 | 0 | I |
| Special WarrantsF3,F4,F5,F6,F7 | — | holding | — | — | — | — | — | Special Warrants | 1,089,608 | 1,089,608 | D |
Explanation of responses
- F1Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
- F2The 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.
- F3Convertible for no additional consideration.
- F4Each 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.
- F5The 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.
- F6Each unexercised Special Warrant now entitles the Reporting Person to receive 1.1 shares and one Warrant to purchase 1.1 shares of the Issuer's common stock for a price of CAD$0.65 per share because the Issuer did not receive a receipt from the applicable Canadian securities authorities for a final prospectus qualifying the distribution of the underlying shares (as defined in the Special Warrants) by August 20, 2018.
- F7The number of Special Warrants held by the Reporting Person has been corrected from the number as originally reported in the Reporting Person's Form 4 filed on July 26, 2018.