0001185185-18-001364.txt : 20180807
0001185185-18-001364.hdr.sgml : 20180807
20180807150425
ACCESSION NUMBER: 0001185185-18-001364
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180806
FILED AS OF DATE: 20180807
DATE AS OF CHANGE: 20180807
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: 18997592
MAIL ADDRESS:
STREET 1: C/O 11767 SOUTH DIXIE HIGHWAY, #115
CITY: MIAMI
STATE: FL
ZIP: 33156
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: NV
FISCAL YEAR END: 0531
BUSINESS ADDRESS:
STREET 1: 11767 SOUTH DIXIE HIGHWAY, SUITE 115
CITY: MIAMI
STATE: FL
ZIP: 33156
BUSINESS PHONE: 888-438-9132
MAIL ADDRESS:
STREET 1: 11767 SOUTH DIXIE HIGHWAY, SUITE 115
CITY: MIAMI
STATE: FL
ZIP: 33156
FORMER COMPANY:
FORMER CONFORMED NAME: Adelt Design, Inc.
DATE OF NAME CHANGE: 20110601
4
1
ownership.xml
X0306
4
2018-08-06
0
0001522222
CLS Holdings USA, Inc.
CLSH
0001661744
Koretsky Frank
11767 SOUTH DIXIE HIGHWAY, #115
MIAMI
FL
33156
1
0
1
0
Common Stock
5246208
I
See Footnote
Common Stock
12276253
D
Convertible Promissory Note
0.40
2018-08-06
4
J
0
75000
75000
A
2018-08-06
Common Stock
187500
187500
I
See Footnote
Special Warrants
Special Warrants
1089609
1089609
D
Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
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 $0.40 converted, the Reporting Person will receive one share of common stock.
The 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.
Excludes shares 'issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
Convertible for no additional consideration.
Each 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.
The 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.
Each Special Warrant is comprised of one Share and one Warrant to purchase one share of common stock for CAD$0.65 per share.
/s/ Frank Koretsky
2018-08-07