0001185185-17-000811.txt : 20170404 0001185185-17-000811.hdr.sgml : 20170404 20170404161201 ACCESSION NUMBER: 0001185185-17-000811 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170404 DATE AS OF CHANGE: 20170404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLS Holdings USA, Inc. CENTRAL INDEX KEY: 0001522222 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 1435 YARMOUTH STREET CITY: BOULDER STATE: CO ZIP: 80304 BUSINESS PHONE: 888-438-9132 MAIL ADDRESS: STREET 1: 1435 YARMOUTH STREET CITY: BOULDER STATE: CO ZIP: 80304 FORMER COMPANY: FORMER CONFORMED NAME: Adelt Design, Inc. DATE OF NAME CHANGE: 20110601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Koretsky Frank CENTRAL INDEX KEY: 0001661744 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 17738264 MAIL ADDRESS: STREET 1: C/O 11767 SOUTH DIXIE HIGHWAY, #115 CITY: MIAMI STATE: FL ZIP: 33156 4 1 form4-koretsky032717.xml OWNERSHIP DOCUMENT X0306 4 2017-03-31 0 0001522222 CLS Holdings USA, Inc. CLSH 0001661744 Koretsky Frank 11767 S. DIXIE HWY, STE 115 MIAMI FL 33156 1 0 1 0 Common Stock 5000000 D Convertible Promissory Note 0.25 2017-03-31 4 J 0 120000 120000 A 2017-03-31 Common Stock 960000 960000 I See Footnote Convertible Promissory Note 1.07 2017-01-10 Common Stock 93458 93458 I See Footnote Convertible Promissory Note 1.07 2017-01-10 Common Stock 766355 766355 I See Footnote Convertible Promissory Note 0.75 2016-01-12 Common Stock 2386667 2386667 D Convertible Promissory Note 1.07 2016-04-11 Common Stock 710280 710280 D Convertible Promissory Note 1.07 2016-07-20 Common Stock 392523 392523 D This 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 $1.07 converted, the Reporting Person will receive one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $1.07 per share. The 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. Warrants issued in connection with such an election will expire five years from issuance. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 2, 2020. Warrants issued in connection with such an election will expire five years from issuance. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 1, 2019. Warrants issued in connection with such an election will expire five years from issuance. The 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, 2019. Warrants issued in connection with such an election will expire five years from issuance. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on July 1, 2019. Warrants issued in connection with such an election will expire five years from issuance. Includes shares underlying the warrants, but excludes shares and warrants (and shares underlying warrants) issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock and warrants. Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person. /s/ Frank Koretsky 2017-04-04