Koretsky Frank 4
4 · CLS Holdings USA, Inc. · Filed Aug 7, 2018
Insider Transaction Report
Form 4
Koretsky Frank
Director10% Owner
Transactions
- Other
Convertible Promissory Note
2018-08-06$75000.00/sh→ 187,500 total(indirect: See Footnote)Exercise: $0.40From: 2018-08-06→ Common Stock (187,500 underlying)
Holdings
- 5,246,208(indirect: See Footnote)
Common Stock
- 12,276,253
Common Stock
- 1,089,609
Special Warrants
→ Special Warrants (1,089,609 underlying)
Footnotes (8)
- [F1]Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
- [F2]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.
- [F3]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.
- [F4]Excludes shares 'issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
- [F5]Convertible for no additional consideration.
- [F6]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.
- [F7]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.
- [F8]Each Special Warrant is comprised of one Share and one Warrant to purchase one share of common stock for CAD$0.65 per share.