Koretsky Frank 4
4 · CLS Holdings USA, Inc. · Filed Oct 25, 2018
Insider Transaction Report
Form 4
Koretsky Frank
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2018-10-23$0.40/sh+196,336$78,534→ 5,442,544 total(indirect: See Footnote) - Exercise/Conversion
Convertible Promissory Note
2018-10-23$0.40/sh→ 0 total(indirect: See Footnote)Exercise: $0.40From: 2018-08-06→ Common Stock (196,336 underlying)
Holdings
- 1,089,608
Special Warrants
→ Special Warrants (1,089,608 underlying) - 12,276,253
Common Stock
Footnotes (7)
- [F1]Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
- [F2]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.
- [F3]Convertible for no additional consideration.
- [F4]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.
- [F5]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.
- [F6]Each unexercised Special Warrant now entitles the Reporting Person to receive 1.1 shares and one Warrant to purchase 1.1 shares of the Issuer's common stock for a price of CAD$0.65 per share because the Issuer did not receive a receipt from the applicable Canadian securities authorities for a final prospectus qualifying the distribution of the underlying shares (as defined in the Special Warrants) by August 20, 2018.
- [F7]The number of Special Warrants held by the Reporting Person has been corrected from the number as originally reported in the Reporting Person's Form 4 filed on July 26, 2018.