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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
7% Convertible Debt | $ 0.4 | 11/01/2018 | J(1) | $ 2,000,000 | (1) | (1) | Common Stock | 5,000,000 | (1) | $ 2,000,000 | D | ||||
Warrant (Right to Buy) | $ 0.5 | 11/01/2018 | J(2) | 2,500,000 (3) | (2) | (2) | Common Stock | 2,500,000 | (2) | 2,500,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Emerald Health Sciences Inc. OFFICE 8262, THE LANDING 200 - 375 WATER ST. VANCOUVER, A1 V6B 0M9 |
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/s/ James L. Heppell, Director | 11/01/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents an advance of $2,000,000 (the "Advance") made by the Reporting Person to the Issuer pursuant to a Multi-Draw Credit Agreement, between the Issuer and the Reporting Person (the "Agreement"). The Advance is convertible into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at the Reporting Person's option, in whole or in part, at any time after issuance. The conversion price of $.40 per share of Common Stock will be subject to adjustment for stock dividends, stock splits, dilutive securities issuances and other customary adjustment events. The maturity date is the earlier of (a) October 5, 2022 and (b) the date on which all amounts under the Agreement shall become due and payable. |
(2) | The common stock purchase warrant (the "Warrant") was issued to the reporting person in connection with the Advance pursuant to the Agreement. The Warrant is exercisable at the Reporting Person's option, in whole or in part, at any time after issuance. The expiration date is 5 years from the issuance of the Warrant. The Warrant shall continue to be exercisable notwithstanding the repayment in full of the Advance. |
(3) | Represents 50% of the number of shares issuable upon conversion of the Advance. |