Filing Details
- Accession Number:
- 0001493152-20-006351
- Form Type:
- 5
- Zero Holdings:
- No
- Publication Time:
- 2020-04-14 15:00:36
- Reporting Period:
- 2019-12-31
- Accepted Time:
- 2020-04-14 15:00:36
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1086082 | Cannapowder Inc. | CAPD | Pharmaceutical Preparations (2834) | 870626333 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1774451 | Marco Shai Cohen | Ben Guriun St #1, B.s.r Tower 2 Bnei Break L3 5120149 | Ceo And Chairman Of The Board | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2019-11-26 | 250,000 | $0.71 | 0 | No | 4 | S | Indirect | By F1 One of a Kind Investment, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 404,167 | $0.30 | 5,404,167 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 821,199 | $0.42 | 6,225,366 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 831,800 | $0.49 | 7,057,166 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 166,667 | $0.50 | 7,223,833 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 488,000 | $0.85 | 7,711,833 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 125,000 | $0.90 | 7,836,833 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 83,333 | $1.20 | 7,920,166 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 104,166 | $1.35 | 8,024,332 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 76,667 | $1.80 | 8,100,999 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-11-26 | 250,000 | $2.10 | 8,350,999 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-12-30 | 137,500 | $0.49 | 8,788,499 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-12-30 | 300,000 | $0.50 | 8,788,499 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-12-30 | 149,576 | $0.67 | 8,938,075 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-12-30 | 858,833 | $0.85 | 9,796,908 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-12-30 | 694,221 | $1.16 | 10,491,129 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-12-30 | 143,500 | $1.80 | 10,634,629 | No | 4 | P | Indirect | By MNSCO, LLC |
| Common Stock | Acquisiton | 2019-12-30 | 23,333 | $2.14 | 10,657,961 | No | 4 | P | Indirect | By MNSCO, LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | By F1 One of a Kind Investment, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
| No | 4 | P | Indirect | By MNSCO, LLC |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Class F Common Stock Warrants (right to buy) | Acquisiton | 2018-11-01 | 100,000 | $0.00 | 100,000 | $3.00 |
| Common Stock | Class G Common Stock Warrants (right to buy) | Acquisiton | 2018-11-01 | 200,000 | $0.00 | 200,000 | $5.00 |
| Common Stock | Class H Common Stock Warrants (right to buy) | Acquisiton | 2018-11-01 | 100,000 | $0.00 | 100,000 | $1.00 |
| Common Stock | Class E Common Stock Warrants (right to buy) | Acquisiton | 2018-11-01 | 100,000 | $0.00 | 100,000 | $0.01 |
| Common Stock | Class E Common Stock Warrants (right to buy) | Acquisiton | 2019-01-31 | 50,000 | $0.00 | 50,000 | $0.01 |
| Common Stock | Class F Common Stock Warrants (right to buy) | Acquisiton | 2019-05-01 | 150,000 | $0.00 | 150,000 | $3.00 |
| Common Stock | Class G Common Stock Warrants (right to buy) | Acquisiton | 2019-05-01 | 100,000 | $0.00 | 100,000 | $5.00 |
| Common Stock | Class H Common Stock Warrants (right to buy) | Acquisiton | 2019-05-01 | 150,000 | $0.00 | 150,000 | $1.00 |
| Common Stock | Class I Common Stock Warrants (right to buy) | Acquisiton | 2019-05-01 | 250,000 | $0.00 | 250,000 | $0.01 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 250,000 | 2018-11-01 | 2023-11-01 | No | 5 | J | Direct |
| 300,000 | 2018-11-01 | 2023-11-01 | No | 5 | J | Direct |
| 250,000 | 2018-11-01 | 2023-11-01 | No | 5 | J | Direct |
| 150,000 | 2018-11-01 | 2022-11-01 | No | 5 | J | Direct |
| 150,000 | 2019-01-31 | 2023-01-31 | No | 5 | J | Direct |
| 250,000 | 2019-05-01 | 2022-05-01 | No | 5 | J | Direct |
| 300,000 | 2019-05-01 | 2024-05-01 | No | 5 | J | Direct |
| 250,000 | 2019-05-01 | 2024-05-01 | No | 5 | J | Direct |
| 250,000 | 2019-05-01 | 2021-05-01 | No | 5 | J | Direct |
Footnotes
- 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.
- 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.
- 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.
- These warrants were issued to Mr. Cohen before he became a reporting person.
- 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.
- 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.
- 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.
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