Filing Details

 

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A
Under the Securities Exchange Act of 1934

 

(Amendment No. 1)* 

 

UNITED CANNABIS CORPORATION

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

909747107

(CUSIP Number)

 

DECEMBER 31, 2019

(Date of event which requires filing of this statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐   Rule 13d-1(b)

 

þ  Rule 13d-1(c)

 

☐   Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

 

 

 

1	NAMES OF REPORTING PERSONS
	Chrystal Capital Partners LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		5,250,000
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		5,250,000
	8	SHARED DISPOSITIVE POWER
		-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,250,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.15%
12	TYPE OF REPORTING PERSON
	PN

 

 

1	NAMES OF REPORTING PERSONS
	Kingsley Wilson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-
	6	SHARED VOTING POWER
		5,531,869
	7	SOLE DISPOSITIVE POWER
		-0-
	8	SHARED DISPOSITIVE POWER
		5,531,869

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,531,869
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.48%
12	TYPE OF REPORTING PERSON
	IN

 

 

1	NAMES OF REPORTING PERSONS
	James Innes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-
	6	SHARED VOTING POWER
		5,321,708
	7	SOLE DISPOSITIVE POWER
		-0-
	8	SHARED DISPOSITIVE POWER
		5,321,708

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,321,708
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.24%
12	TYPE OF REPORTING PERSON
	IN

 

 

1	NAMES OF REPORTING PERSONS
	Stephen Ford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-
	6	SHARED VOTING POWER
		5,250,000
	7	SOLE DISPOSITIVE POWER
		-0-
	8	SHARED DISPOSITIVE POWER
		5,250,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,250,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.15%
12	TYPE OF REPORTING PERSON
	IN

 

 

1	NAMES OF REPORTING PERSONS
	Rachel Jean Wilson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		281,869
	6	SHARED VOTING POWER
		5,250,000
	7	SOLE DISPOSITIVE POWER
		281,869
	8	SHARED DISPOSITIVE POWER
		5,250,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,531,869
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.48%
12	TYPE OF REPORTING PERSON
	IN

 

 

1	NAMES OF REPORTING PERSONS
	Katie Joanne Innes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		71,708
	6	SHARED VOTING POWER
		5,250,000
	7	SOLE DISPOSITIVE POWER
		71,708
	8	SHARED DISPOSITIVE POWER
		5,250,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,321,708
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.24%
12	TYPE OF REPORTING PERSON
	IN

 

 

Item 1.	(a)	Name of Issuer:
		United Cannabis Corporation, a Colorado corporation (the “Issuer”).
	(b)	Address of Issuer’s Principal Executive Offices:
		301 Commercial Road, Unit D Golden, CO 80401
Item 2.	(a)	Name of Person Filing:
		This statement is filed by Chrystal Capital Partners LLP, a limited liability partnership formed under the laws of the United Kingdom (“Chrystal Capital”), by its partners, Kingsley Wilson, James Innes, and Stephen Ford, by the wife of Mr. Wilson, Rachel Jean Wilson, and by the wife of James Innes, Katie Joanne Innes.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
		As the general partners of Chrystal Capital, Messrs. Wilson, Innes, and Ford may be deemed to beneficially own the Shares owned directly by Chrystal Capital.  As husband and wife, Mr. and Mrs. Wilson and Mr. and Mrs. Innes may each be deemed to share beneficial ownership of the Shares beneficially owned, directly or indirectly, by the other person.
	(b)	Address of Principal Business Office:
		The principal business address of each Reporting Person is:
		24 Grosvenor Street Mayfair, London W1K 4QN
	(c)	Citizenship:
		The place of organization of Chrystal Capital and the citizenship of each of the other Reporting Persons is the United Kingdom.
	(d)	Title of Class of Securities:
		Common stock (“Common Stock” or the “Shares”)
	(e)	CUSIP Number:
		909747107

  

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount Beneficially Owned:

 

As of the close of business on December 31, 2019, Chrystal Capital owned 5,250,000, including 3,750,000 shares acquired on or about August 20, 2019, by exercise of an option granted by a shareholder of the Issuer to Chrystal Capital. In a separate transaction, Mrs. Wilson, the wife of Kingsley Wilson, in addition to the 100,000 Shares owned as of date of the original statement, acquired 103,369 Shares on or about July 19, 2019, 66,000 Shares on or about August 13, 2019, and 12,500 Shares on or about August 14, 2019. Also, on or about July 2019, Mrs. Innes, the wife of James Innes, acquired 71,708 Shares. As of the date hereof:

 

(i)

Chrystal Capital beneficially owned directly 5,250,000 Shares and indirectly no Shares;

(ii)

Mrs. Wilson beneficially owned directly 281,869 Shares;

(iii)

Mrs. Innes beneficially owned directly 71,708 Shares;

(iv)

Messrs. Wilson, Innes, and Ford, as general partners of Chrystal Capital, may each be deemed the beneficial owner of Shares owned directly by Chrystal Capital (5,250,000 Shares);

(v)

Mr. and Mrs. Wilson, as husband and wife, may each be deemed to beneficially own the Shares owned directly by Mrs. Wilson (281,869 Shares) and indirectly by Mr. Wilson as a partner of Chrystal Capital (5,250,000 Shares);

(vi)

Mr. and Mrs. Innes, as husband and wife, may each be deemed to beneficially own the Shares owned directly by Mrs. Innes (71,708 Shares) and indirectly by Mr. Innes as a partner of Chrystal Capital (5,250,000 Shares).

 

The filing of this Schedule 13G/A shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

 

(b) Percent of Class:   

 

The following percentages are based on 85,314,264 Shares outstanding as of November 14, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 14, 2019.

 

As of the date hereof, (i) Chrystal Capital and Mr. Ford may be deemed to beneficially own approximately 6.15% of the outstanding Shares, (ii) Mr. and Mrs. Wilson may be deemed to beneficially own approximately 6.48% of the outstanding Shares; and Mr. and Mrs. Innes may be deemed to beneficially own approximately 6.24% of the outstanding Shares.

 

 

(c) Number of Shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10. Certification 

 

By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to them set forth in this statement is true, complete, and correct.

 

Dated: February 6, 2020

 

	Chrystal Capital Partners LLP
	By	/s/ James Innes
		James Innes, Partner

 

	/s/ Kingsley Wilson
	Kingsley Wilson
	/s/ James Innes
	James Innes
	/s/ Stephen Ford
	Stephen Ford
	/s/ Rachel Jean Wilson
	Rachel Jean Wilson
	/s/ Katie Joanne Innes
	Katie Joanne Innes

 

 

Exhibit 1

 

Joint Filing Agreement

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of United Cannabis Corporation is filed on behalf of each of us.

 

Dated: February 6, 2020

 

	Chrystal Capital Partners LLP
	By	/s/ James Innes
		James Innes, Partner

 

	/s/ Kingsley Wilson
	Kingsley Wilson
	/s/ James Innes
	James Innes
	/s/ Stephen Ford
	Stephen Ford
	/s/ Rachel Jean Wilson
	Rachel Jean Wilson
	/s/ Katie Joanne Innes
	Katie Joanne Innes