Page 6 of 9 – SEC Filing Item 1. Security and Issuer.
This statement relates to the shares of Common Stock, par value $0.001 per share, of Freedom Leaf Inc. (the “Issuer”). The Issuer’s principal executive office is located at 3571 E. Sunset Road, Suite 420, Las Vegas, Nevada 89120. Item 2. Identity and Background.
(a) This statement is being filed by (1) Merida Capital Partners II LP, a Delaware limited partnership (“Merida Partners”), (2) Merida Manager II LLC, a Delaware limited liability company (“Merida GP”), (3) Merida Advisor, LLC, a Delaware limited liability company ( “Merida Advisor”), and (4) Mitchell Baruchowitz. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Merida Partners holds the shares of Common Stock of the Issuer that are the subject of this statement (the “Common Stock” or the “Shares”). Merida GP serves as the general partner of Merida Partners. Merida Advisor serves as the investment manager of Merida Partners. Mr. Baruchowitz is the manager of each of Merida GP and Merida Advisor. As a result, Merida GP, Merida Advisor and Mitchell Baruchowitz may be deemed to beneficially own the Shares held by Merida Partners. (b) The principal business address of each of Merida Partners, Merida GP, Merida Advisor and Mitchell Baruchowitz is 641 Lexington Avenue, 18th Floor, New York, New York 10022. (c) The principal business of Merida Partners is acquiring, holding and disposing of investment securities. The principal business of Merida GP is serving as general partner of Merida Partners. The principal business of Merida Advisor is serving as the investment manager of Merida Partners. The principal occupation of Mr. Baruchowitz is serving as manager for each of Merida Advisor and Merida GP. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Merida Partners is organized as a limited partnership under the laws of the State of Delaware. Each of Merida GP and Merida Advisor is organized as a limited liability company under the laws of the State of Delaware. Mitchell Baruchowitz is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration.
A total of approximately $2,040,000.00 was paid to acquire the 17,000,000 shares of Common Stock reported as beneficially owned by Merida Partners. The funds used to purchase the Shares were obtained from the general working capital of Merida Partners. Item 4. Purpose of Transaction.
On September 28, 2018, Merida Partners purchased 17,000,000 shares of Common Stock as part of the Issuer’s offering of 25,000,000 shares of the Common Stock (the “Offering”) pursuant to that certain Securities Purchase Agreement, dated as of September 28, 2018, by and among the Issuer, Merida Partners and the other buyers party thereto (the “Purchase Agreement”). A copy of the Purchase Agreement was filed as Exhibit 10.1 to the Issuer’s Form 8-K, which was filed with the Securities and Exchange Commission on October 3, 2018 and is incorporated herein by reference. The Common Stock offered for sale as part of the Offering was sold together with (i) a Warrant, issued by the Issuer on October 1, 2018 (the “Warrant”) to purchase up to an additional 17,000,000 shares of Common Stock of the Issuer, and (ii) a Bonus Warrant, issued by the Issuer on October 1, 2018, to purchase up to an additional 17,000,000 shares of Common Stock of the Issuer (the “Bonus Warrant”). The Warrant and the Bonus Warrant are subject to the Ownership Limitation, which is defined and described in Item 5(a). Follow Freedom Leaf Inc.
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| Item 1. | Security and Issuer. |
This statement relates to the shares of Common Stock, par value $0.001 per share, of Freedom Leaf Inc. (the “Issuer”). The Issuer’s principal executive office is located at 3571 E. Sunset Road, Suite 420, Las Vegas, Nevada 89120.
| Item 2. | Identity and Background. |
(a) This statement is being filed by (1) Merida Capital Partners II LP, a Delaware limited partnership (“Merida Partners”), (2) Merida Manager II LLC, a Delaware limited liability company (“Merida GP”), (3) Merida Advisor, LLC, a Delaware limited liability company ( “Merida Advisor”), and (4) Mitchell Baruchowitz. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Merida Partners holds the shares of Common Stock of the Issuer that are the subject of this statement (the “Common Stock” or the “Shares”). Merida GP serves as the general partner of Merida Partners. Merida Advisor serves as the investment manager of Merida Partners. Mr. Baruchowitz is the manager of each of Merida GP and Merida Advisor. As a result, Merida GP, Merida Advisor and Mitchell Baruchowitz may be deemed to beneficially own the Shares held by Merida Partners.
(b) The principal business address of each of Merida Partners, Merida GP, Merida Advisor and Mitchell Baruchowitz is 641 Lexington Avenue, 18th Floor, New York, New York 10022.
(c) The principal business of Merida Partners is acquiring, holding and disposing of investment securities. The principal business of Merida GP is serving as general partner of Merida Partners. The principal business of Merida Advisor is serving as the investment manager of Merida Partners. The principal occupation of Mr. Baruchowitz is serving as manager for each of Merida Advisor and Merida GP.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Merida Partners is organized as a limited partnership under the laws of the State of Delaware. Each of Merida GP and Merida Advisor is organized as a limited liability company under the laws of the State of Delaware. Mitchell Baruchowitz is a citizen of the United States.
| Item 3. | Source and Amount of Funds or Other Consideration. |
A total of approximately $2,040,000.00 was paid to acquire the 17,000,000 shares of Common Stock reported as beneficially owned by Merida Partners. The funds used to purchase the Shares were obtained from the general working capital of Merida Partners.
| Item 4. | Purpose of Transaction. |
On September 28, 2018, Merida Partners purchased 17,000,000 shares of Common Stock as part of the Issuer’s offering of 25,000,000 shares of the Common Stock (the “Offering”) pursuant to that certain Securities Purchase Agreement, dated as of September 28, 2018, by and among the Issuer, Merida Partners and the other buyers party thereto (the “Purchase Agreement”). A copy of the Purchase Agreement was filed as Exhibit 10.1 to the Issuer’s Form 8-K, which was filed with the Securities and Exchange Commission on October 3, 2018 and is incorporated herein by reference. The Common Stock offered for sale as part of the Offering was sold together with (i) a Warrant, issued by the Issuer on October 1, 2018 (the “Warrant”) to purchase up to an additional 17,000,000 shares of Common Stock of the Issuer, and (ii) a Bonus Warrant, issued by the Issuer on October 1, 2018, to purchase up to an additional 17,000,000 shares of Common Stock of the Issuer (the “Bonus Warrant”). The Warrant and the Bonus Warrant are subject to the Ownership Limitation, which is defined and described in Item 5(a).
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