CLSH CLS Holdings USA Inc (QB)

CUSIP No. 12565J100

Page 2 of  7

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends the information provided in the Statement on Schedule 13D filed on June 6, 2017 (the “Schedule 13D”).  Except as otherwise specified in this Schedule 13D Amendment No. 1, all items in Schedule 13D remain unchanged in all material respects. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.

Item 3 of Schedule 13D is hereby amended and restated as follows:

The source of the funds for the acquisition of the promissory notes that were converted into the Common Stock, as reported on the Schedule 13D, was the personal funds of Mr. Koretsky. The source of the funds loaned to the Company, as described in Item 5(c) below was the personal funds of Mr. Koretsky.

Item 4 of Schedule 13D is hereby amended and restated as follows:

The purpose of the transactions reported on Schedule 13D was to provide working capital to the Company and to increase Mr. Koretsky’s beneficial ownership by converting existing convertible loans into additional shares of Common Stock, which he plans to hold for investment purposes.  The purpose of the transactions reported in this Amendment No. 1 was to provide working capital to the Company.  Mr. Koretsky may make additional convertible loans to the Company, for working capital purposes, until such time as the Company commences generating revenues.

Except as set forth above, Mr. Koretsky has no present plans or proposals which relate to or would result in the occurrence of any of the events described in Items 4 (a) through (j) of Schedule 13D.

Item 5 of Schedule 13D is hereby amended and restated as follows:

 (a) and (b) Mr. Koretsky individually owns and exercises sole voting and dispositive power over 12,097,264 shares of Common Stock.  In addition, as the sole member of Newcan, Mr. Koretsky may be deemed to have sole voting and dispositive power over the Common Stock owned by Newcan for purposes of Rule 13d-3 and may be deemed to be the beneficial owner of an additional 1,870,988 shares of Common Stock owned by this entity, as well as shares of Common Stock underlying convertible notes held by Newcan to acquire an additional 3,061,304  shares.  Collectively, these shares represent approximately 40.4% of the outstanding shares of Common Stock of the Company, calculated on the basis of 42,188,248 shares of Common Stock, which consists of 39,126,944 shares outstanding as of January 9, 2018, as reported, plus 3,061,304 shares issuable upon conversion of convertible promissory notes issued to Newcan.

Newcan beneficially owns and exercises sole voting and dispositive power over 1,870,988 shares of Common Stock and holds convertible notes to acquire an additional 3,061,304 shares.  The convertible notes may be converted at any time prior to their maturity dates, which are April 1, 2020 with respect to a note issued on March 31, 2017; and August 22, 2020, October 8, 2020, and April 1, 2021 with respect to the August 23, 2017 Notes, the October 9, 2017 Note and the January 5, 2018 Note, respectively, all as defined below, at a conversion price of $0.3125 per share.

(c)   On August 23, 2017, the Company issued convertible promissory notes to Newcan in the amounts of $621,658 and $70,000 (the “August 23, 2017 Notes”), and on October 9, 2017 and January 5, 2018, the Company issued  convertible promissory notes to Newcan in the amounts of $29,999.50 (the “October 9, 2017 Note”) and $115,000 (the “January 5, 2018 Note”, and together with the August 23, 2017 Notes and the October 9, 2017 Note, the “Notes”), to finalize the terms of repayment with respect to certain loans made to the Company by Newcan between January 19, 2017 and December 15, 2017. The Notes, which otherwise contain identical terms, are unsecured and bear interest at the rate of 10% per annum.  No payments are required until October 1, 2018 with respect to the August 23, 2017 Notes, and January 2, 2019 and April 1, 2019, with respect to the October 9, 2017 Note and January 5, 2018 Note, respectively, at which time all accrued interest becomes due and payable.  Principal will be paid in eight equal quarterly installments, together with interest accrued thereon, beginning on January 2, 2019 with respect to the August 23, 2017 Notes, and April 1, 2019 and July 1, 2019 with respect to the October 9, 2017 Note and the January 5, 2018 Note, respectively.  The Notes may be prepaid by the Company with no penalty at any time upon thirty days written notice.  Newcan may, at any time prior to payment or prepayment in full, convert all principal and accrued interest thereunder, in whole or in part, into securities of the Company.  For each $0.3125 converted, Newcan will receive one share of the Company’s common stock.

On January 10, 2018, the August 23, 2017 Notes, the October 9, 2017 Note and a convertible promissory note issued to Newcan on March 31, 2017, were amended to increase the conversion price from $0.25 to $0.3125.

Neither Mr. Koretsky nor Newcan effected any other transactions in any class of equity securities of the Company in the sixty days prior to the filing of this statement.

(d)   Inapplicable.

(e)   Inapplicable.

*   Filed as an exhibit to the Schedule 13D filed on June 5, 2017 and incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

	NEWCAN INVESTMENT PARTNERS LLC
Dated: February 16, 2018	By:	/s/ Frank Koretsky
		Name:  Frank Koretsky
		Title: Sole Member