0001800329-22-000005.txt : 20221019 0001800329-22-000005.hdr.sgml : 20221019 20221019194542 ACCESSION NUMBER: 0001800329-22-000005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220915 FILED AS OF DATE: 20221019 DATE AS OF CHANGE: 20221019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tribeca Investment Partners Pty Ltd CENTRAL INDEX KEY: 0001800329 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0620 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221319520 BUSINESS ADDRESS: STREET 1: LEVEL 23, 1 O'CONNELL STREET CITY: SYDNEY STATE: C3 ZIP: 2000 BUSINESS PHONE: 61 2 9640 2629 MAIL ADDRESS: STREET 1: LEVEL 23, 1 O'CONNELL STREET CITY: SYDNEY STATE: C3 ZIP: 2000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLS Holdings USA, Inc. CENTRAL INDEX KEY: 0001522222 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 11767 SOUTH DIXIE HIGHWAY, SUITE 115 CITY: MIAMI STATE: FL ZIP: 33156 BUSINESS PHONE: 888-438-9132 MAIL ADDRESS: STREET 1: 11767 SOUTH DIXIE HIGHWAY, SUITE 115 CITY: MIAMI STATE: FL ZIP: 33156 FORMER COMPANY: FORMER CONFORMED NAME: Adelt Design, Inc. DATE OF NAME CHANGE: 20110601 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2022-09-15 0 0001522222 CLS Holdings USA, Inc. CLSH 0001800329 Tribeca Investment Partners Pty Ltd LEVEL 23, 1 O'CONNELL STREET SYDNEY C3 2000 AUSTRALIA 0 0 1 0 Common shares 13174402 I Please refer to Footnotes Convertible Units 0.4 2022-09-15 2023-12-31 Common shares 1126222 I Please refer to Footnotes Convertible Units 0.4 2022-09-15 2024-12-31 Common shares 1126222 I Please refer to Footnotes Warrants 1.65 2022-09-15 2024-12-31 Common shares 454545 I Please refer to Footnotes Warrants 0.4 2022-09-15 2025-09-15 Common shares 6026278 I Please refer to Footnotes This Form 3 is being filed by Tribeca Investment Partners Pty Ltd (Investment Manager) on behalf of itself and Tribeca Global Natural Resources Fund, Tribeca Global Natural Resources SPV, Tribeca Global Natural Resources Limited, Tribeca Segregated Portfolio Company on behalf and for the account Tribeca Global Natural Resources Segregated Portfolio, and Tribeca GNR 1 SP (Funds). On September 15, 2022, the Issuer entered into an amendment to subscription agreement (each, a Second Amendment) with the relevant Funds regarding a convertible debentures issued by the Issuer to the relevant Funds on December 12, 2018. The Second Amendments aimed to, among other things, (i) reduce the conversion price of each debenture from $0.30 per unit to $0.10 per unit; (ii) extend the maturity date of each debenture; (iii) include a mandatory conversion provision to permit the Issuer, in its sole discretion, to convert 60% of the amount due under each debenture and accrued interest thereon, into units of the Issuer at a conversion price of $0.07125 (Mandatory Conversion Price); (iv) reduce the exercise price of each warrant (that is part of a unit received upon conversion) to $0.10 per share of common stock; and (v) execute Second Amended and Restated Debentures (the Second Amended and Restated Debentures). Each unit comprises one share of the Issuer's common stock and a warrant to purchase half a share of common stock. Please refer to the issuers Press Release dated August 18, 2022 and September 15, 2022, respectively. Effective September 21, 2022 (Effective Date), the Issuer effected a reverse stock split of the Issuers issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 4,487,389 shares of common stock originally owned by the relevant Funds before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,121,846 shares of common stock; and (ii) the 48,210,225 shares of common stock issued to the relevant Funds upon the September 15, 2022 conversion were reduced to 12,052,556 shares of common stock. Resulting from the September 15, 2022 conversion and the September 21, 2022 Reverse Stock Split, 6,026,278 warrants were additionally issued to the relevant Funds. No additional consideration was paid for the warrants. The foregoing descriptions of the Second Amendments, the Second Amended and Restated Debentures, and the Warrants are summary descriptions of the material terms thereof and are qualified in their entirety by reference to the full text of the Second Amendments, the Second Amended and Restated Debentures, and the Warrants, which are incorporated by reference hereto. In accordance with Instruction 5(c)(iv) of Form 3, the entire amount of the Issuer's derivative securities held by the Funds is reported herein. Tribeca Investment Partners Pty Ltd disclaims, for the purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that the Investment Manager, is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes. Ken Liu, Compliance Manager for Tribeca Investment Partners Pty Ltd 2022-10-19