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