1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merida Capital Partners II LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
17,000,000 (1)
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
17,000,000 (1)
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000,000 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X](1) |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (2)
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Does not include Merida Capital Partners II LP’s warrants to purchase up to 34,000,000 shares of Common Stock of the Issuer, as
disclosed in Item 4. Pursuant to the terms of the warrants, such warrants are not exercisable to the extent that, if exercised by Merida Capital Partners II LP, Merida Capital Partners II LP or any of its affiliates would beneficially own
in excess of 4.90% of the outstanding shares of Common Stock.
|
(2)
|
Based on 309,599,848 shares of Common Stock outstanding as of May 31, 2019, upon information and belief from the Chairman of the
Board of Directors of the Issuer.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merida Manager II LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
17,000,000 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
17,000,000 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000,000 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X](1) |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (2)
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Does not include Merida Capital Partners II LP’s warrants to purchase up to 34,000,000 shares of Common Stock of the Issuer, as
disclosed in Item 4. Pursuant to the terms of the warrants, such warrants are not exercisable to the extent that, if exercised by Merida Capital Partners II LP, Merida Capital Partners II LP or any of its affiliates would beneficially own
in excess of 4.90% of the outstanding shares of Common Stock.
|
(2)
|
Based on 309,599,848 shares of Common Stock outstanding as of May 31, 2019, upon information and belief from the Chairman of the
Board of Directors of the Issuer.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merida Advisor, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
17,000,000 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
17,000,000 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000,000 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X](1) |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (2)
|
|
14.
|
TYPE OF REPORTING PERSON
IA
|
(1)
|
Does not include Merida Capital Partners II LP’s warrants to purchase up to 34,000,000 shares of Common Stock of the Issuer, as
disclosed in Item 4. Pursuant to the terms of the warrants, such warrants are not exercisable to the extent that, if exercised by Merida Capital Partners II LP, Merida Capital Partners II LP or any of its affiliates would beneficially own
in excess of 4.90% of the outstanding shares of Common Stock.
|
(2)
|
Based on 309,599,848 shares of Common Stock outstanding as of May 31, 2019, upon information and belief from the Chairman of the
Board of Directors of the Issuer.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mitchell Baruchowitz
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
17,000,000 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
17,000,000 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000,000 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X](1) |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (2)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Does not include Merida Capital Partners II LP’s warrants to purchase up to 34,000,000 shares of Common Stock of the Issuer, as
disclosed in Item 4. Pursuant to the terms of the warrants, such warrants are not exercisable to the extent that, if exercised by Merida Capital Partners II LP, Merida Capital Partners II LP or any of its affiliates would beneficially own
in excess of 4.90% of the outstanding shares of Common Stock.
|
(2)
|
Based on 309,599,848 shares of Common Stock outstanding as of May 31, 2019 upon information and belief from the Chairman of the
Board of Directors of the Issuer.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit 99.5 |
Voting Agreement, dated as of May 31, 2019, by and among, Merida Capital Partners II LP, Clifford J. Perry, Raymond Medeiros, Richard Cowan, Carlos Frias,
Daniel Nguyen and Alex Frias (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on June 4, 2019).
|
Exhibit 99.6 |
Amendment No. 1 to Securities Purchase Agreement, dated as of May 31, 2019, by and among Merida Capital Partners II LP, JM10-FFF and Freedom Leaf Inc.
(incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on June 4, 2019).
|
MERIDA CAPITAL PARTNERS II LP
|
|||
By:
|
MERIDA MANAGER II LLC, its general partner
|
||
By:
|
/s/ Mitchell Baruchowitz
|
||
Name:
|
Mitchell Baruchowitz
|
||
Title:
|
Manager
|
MERIDA MANAGER II LLC
|
|||
By:
|
/s/ Mitchell Baruchowitz
|
||
Name:
|
Mitchell Baruchowitz
|
||
Title:
|
Manager
|
MERIDA ADVISOR, LLC
|
|||
By:
|
/s/ Mitchell Baruchowitz
|
||
Name:
|
Mitchell Baruchowitz
|
||
Title:
|
Manager
|
By:
|
/s/ Mitchell Baruchowitz
|
|
MITCHELL BARUCHOWITZ
|