FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CANNAPOWDER, INC. [ CAPD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 11/26/2019 | 11/26/2019 | S4 | 250,000 | D | $0.71 | 0 | I | By F1 One of a Kind Investment, LLC(1) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 404,167 | A | $0.3 | 5,404,167(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 821,199 | A | $0.4239 | 6,225,366(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 831,800 | A | $0.4938 | 7,057,166(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 166,667 | A | $0.5 | 7,223,833(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 488,000 | A | $0.85 | 7,711,833(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 125,000 | A | $0.9 | 7,836,833(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 83,333 | A | $1.2 | 7,920,166(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 104,166 | A | $1.35 | 8,024,332(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 76,667 | A | $1.8 | 8,100,999(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 11/26/2019 | 11/26/2019 | P4 | 250,000 | A | $2.1 | 8,350,999(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 12/30/2019 | 12/30/2019 | P4 | 137,500 | A | $0.4856 | 8,788,499(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 12/30/2019 | 12/30/2019 | P4 | 300,000 | A | $0.5 | 8,788,499(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 12/30/2019 | 12/30/2019 | P4 | 149,576 | A | $0.6686 | 8,938,075(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 12/30/2019 | 12/30/2019 | P4 | 858,833 | A | $0.85 | 9,796,908(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 12/30/2019 | 12/30/2019 | P4 | 694,221 | A | $1.1588 | 10,491,129(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 12/30/2019 | 12/30/2019 | P4 | 143,500 | A | $1.8 | 10,634,629(3) | I | By MNSCO, LLC(2) | ||||||
Common Stock | 12/30/2019 | 12/30/2019 | P4 | 23,333 | A | $2.1429 | 10,657,961(3) | I | By MNSCO, LLC(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Class F Common Stock Warrants (right to buy) | $3 | 11/01/2018 | 11/01/2018 | J(4) | 100,000 | 11/01/2018 | 11/01/2023 | Common Stock | 100,000 | $0 | 250,000 | D | ||
Class G Common Stock Warrants (right to buy) | $5 | 11/01/2018 | 11/01/2018 | J(4) | 200,000 | 11/01/2018 | 11/01/2023 | Common Stock | 200,000 | $0 | 300,000 | D | ||
Class H Common Stock Warrants (right to buy) | $1 | 11/01/2018 | 11/01/2018 | J(4) | 100,000 | 11/01/2018 | 11/01/2023 | Common Stock | 100,000 | $0 | 250,000 | D | ||
Class E Common Stock Warrants (right to buy) | $0.01 | 11/01/2018 | 11/01/2018 | J(4)(5) | 100,000 | 11/01/2018 | 11/01/2022 | Common Stock | 100,000 | $0 | 150,000 | D | ||
Class E Common Stock Warrants (right to buy) | $0.01 | 01/31/2019 | 01/31/2019 | J(4)(5) | 50,000 | 01/31/2019 | 01/31/2023 | Common Stock | 50,000 | $0 | 150,000 | D | ||
Class F Common Stock Warrants (right to buy) | $3 | 05/01/2019 | 05/01/2019 | J(6) | 150,000 | 05/01/2019 | 05/01/2022 | Common Stock | 150,000 | $0 | 250,000 | D | ||
Class G Common Stock Warrants (right to buy) | $5 | 05/01/2019 | 05/01/2019 | J(6) | 100,000 | 05/01/2019 | 05/01/2024 | Common Stock | 100,000 | $0 | 300,000 | D | ||
Class H Common Stock Warrants (right to buy) | $1 | 05/01/2019 | 05/01/2019 | J(6) | 150,000 | 05/01/2019 | 05/01/2024 | Common Stock | 150,000 | $0 | 250,000 | D | ||
Class I Common Stock Warrants (right to buy) | $0.01 | 05/01/2019 | 05/01/2019 | J(7) | 250,000 | 05/01/2019 | 05/01/2021 | Common Stock | 250,000 | $0 | 250,000 | D |
Explanation of Responses: |
1. These shares were held directly by F1 One of a Kind Investment, LLC ("F1 One of a Kind"), in which Mr. Cohen beneficially owned 20% interest, and were sold to MNSCO. Mr. Cohen disclaims beneficial ownership of the shares owned by F1 One except to the extent of 20% pecuniary interest he previously had therein. |
2. These shares are held directly by MNSCO, LLC ("MNSCO"). Mr. Cohen beneficially owns 49.9% in MNSCO, is the sole manager of MNSCO, has sole voting power over the shares held by MNSCO, and may be deemed to beneficially own the shares held by MNSCO. Mr. Cohen disclaims beneficial ownership of the shares owned by MNSCO except to the extent of his 49.9% pecuniary interest therein. |
3. The reported shares were acquired by MNSCO during the 2019 fiscal year end of the issuer in a series of privately negotiated transactions from various sellers, including F1 One of a Kind. |
4. These warrants were issued to Mr. Cohen before he became a reporting person. |
5. As of As of January 7, 2020, Mr. Cohen exercised these warrants via a cashless exercise. The exercise of these warrants is disclosed in a separate form 4 of the reporting person. |
6. These warrants were issued to Mr. Cohen in connection with the Service Agreement. Pursuant to the terms and subject to the conditions of the Service Agreement, these warrants vest in twelve (12) equal quarterly installments (the first installment occurred on June 30, 2019), provided that Mr. Cohen continues to provide services to the issuer as its Chief Executive Officer and the Chairman of the Board of Directors on each such vesting date. |
7. These warrants were issued to Mr. Cohen in connection with and pursuant to the terms of the Service Agreement and are fully vested as of the date of the issuance. As of January 7, 2020, Mr. Cohen exercised these warrants via a cashless exercise. The exercise of these warrants is disclosed in a separate form 4 of the reporting person. |
/s/ Shai Cohen | 04/14/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |