UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CannaVEST Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
137653101
(CUSIP Number)
Bart Mackay
6325 S. Jones Boulevard #500
Las Vegas, Nevada 89118
801-734-0263
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 17, 2015
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* 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 disclosures provided in a prior cover page.
The information required on 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
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roen Ventures, LLC |
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) £ |
|
|
3. |
|
SEC USE ONLY
|
|
|
4. |
|
SOURCE OF FUNDS (see instructions)
OO |
|
|
5. |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE VOTING POWER
2,424,164 (1) |
|
8. |
|
SHARED VOTING POWER
0 |
|
9. |
|
SOLE DISPOSITIVE POWER
2,424,164 |
|
10. |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,164 |
|
|
12. |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o |
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (2) |
|
|
14. |
|
TYPE OF REPORTING PERSON (see instructions)
OO |
|
|
(1) | | Represents shares directly owned by Roen Ventures LLC (“Roen Ventures”).
Mai Dun Limited LLC (“Mai Dun”) and Mercia Holdings LLC (“Mercia”) each own a 50% interest in Roen Ventures.
Mackay Ventures LLC (“Mackay Ventures”), which is solely owned by Bart Mackay, owns a 99% interest in each of Mai
Dun and Mercia, and Mr. Mackay owns the remaining 1% in each of Mai Dun and Mercia. Mr. Mackay is deemed to have shared voting
and investment power over the shares owned by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures. |
(2) | | Based on 35,141,666 shares
of common stock outstanding as of July 20, 2015, as reported in the Issuer’s Registration Statement on Form S-1 filed on
July 20, 2015. |
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mai Dun Limited, LLC |
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) S
(b) £ |
|
|
3. |
|
SEC USE ONLY
|
|
|
4. |
|
SOURCE OF FUNDS (see instructions)
OO |
|
|
5. |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE VOTING POWER
5,463,162 |
|
8. |
|
SHARED VOTING POWER
1,212,082 (1) |
|
9. |
|
SOLE DISPOSITIVE POWER
5,463,162 |
|
10. |
|
SHARED DISPOSITIVE POWER
1,212,082 |
|
|
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,675,244 |
|
|
12. |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o |
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0% (2) |
|
|
14. |
|
TYPE OF REPORTING PERSON (see instructions)
OO |
|
|
(1) | | Represents Mai Dun’s 50% ownership interest in the shares held by Roen Ventures. |
(2) | | Based on 35,141,666 shares of common stock outstanding as of July 20, 2015, as reported
in the Issuer’s Registration Statement on Form S-1 filed on July 20, 2015. |
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mercia Holdings, LLC |
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) S
(b) £ |
|
|
3. |
|
SEC USE ONLY
|
|
|
4. |
|
SOURCE OF FUNDS (see instructions)
OO |
|
|
5. |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE VOTING POWER
0 |
|
8. |
|
SHARED VOTING POWER
1,212,082 (1) |
|
9. |
|
SOLE DISPOSITIVE POWER
0 |
|
10. |
|
SHARED DISPOSITIVE POWER
1,212,082 |
|
|
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,212,082
|
|
|
12. |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o |
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (2) |
|
|
14. |
|
TYPE OF REPORTING PERSON (see instructions)
OO |
|
|
(1) | | Represents Mercia’s 50% ownership interest in the shares held by Roen Ventures. |
(2) | | Based on 35,141,666 shares of common stock outstanding as of July 20, 2015, as reported
in the Issuer’s Registration Statement on Form S-1 filed on July 20, 2015. |
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mackay Ventures, LLC
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(a) x
(b) £ |
|
|
3. |
|
SEC USE ONLY
|
|
|
4. |
|
SOURCE OF FUNDS (see instructions)
OO |
|
|
5. |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Utah |
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE VOTING POWER
618,564 |
|
8. |
|
SHARED VOTING POWER
7,808,452 (1) |
|
9. |
|
SOLE DISPOSITIVE POWER
618,564 |
|
10. |
|
SHARED DISPOSITIVE POWER
7,808,452 |
|
|
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,427,016 |
|
|
12. |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o |
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0% (2) |
|
|
14. |
|
TYPE OF REPORTING PERSON (see instructions)
OO |
|
|
(1) | | Represents Mackay Ventures’ 99% ownership interest in Mai Dun and Mercia. |
(2) | | Based on 35,141,666 shares of common stock outstanding as of July 20, 2015, as reported
in the Issuer’s Registration Statement on Form S-1 filed on July 20, 2015. |
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bart Mackay |
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) £ |
|
|
3. |
|
SEC USE ONLY
|
|
|
4. |
|
SOURCE OF FUNDS (see instructions)
OO |
|
|
5. |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE VOTING POWER
0 |
|
8. |
|
SHARED VOTING POWER
8,505,890 (1) |
|
9. |
|
SOLE DISPOSITIVE POWER
0 |
|
10. |
|
SHARED DISPOSITIVE POWER
8,505,890 |
|
|
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,505,890 |
|
|
12. |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2% (2) |
|
|
14. |
|
TYPE OF REPORTING PERSON (see instructions)
IN |
|
|
(1) | | Represents shares directly owned by Roen Ventures. Mai Dun and Mercia each own a 50%
interest in Roen Ventures. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia,
and Mr. Mackay owns the remaining 1% in each of Mai Dun and Mercia. Mr. Mackay is deemed to have shared voting and investment
power over the shares owned by each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures. |
(2) | | Based on 35,141,666 shares of common stock outstanding as of July 20, 2015, as reported
in the Issuer’s Registration Statement on Form S-1 filed on July 20, 2015. |
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 (this “Amendment”)
amends and supplements the statement on Schedule 13D filed on behalf of the Reporting Persons (as defined below) with the Securities
and Exchange Commission (“SEC”) on November 30, 2012, as amended by each of Amendment No. 1 thereto filed with the
SEC on February 21, 2013 and Amendment No. 2 thereto filed with the SEC on July 28, 2014 (collectively, the “Statement”).
This Amendment relates to the common stock, no par value per share (the “Common Stock”), of CannaVEST Corp., a Delaware
corporation (the “Issuer”). The address of the principal executive office of the Issuer is 2688 South Rainbow Boulevard,
Suite B, Las Vegas, Nevada 89146.
Except as specifically amended
by this Amendment, the disclosure in the Statement remains in full force and effect. Capitalized terms used in this Amendment
but not otherwise defined shall have the meanings given to such terms in the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and restated as
follows:
(a) This Statement is filed on behalf of Roen
Ventures LLC, a Nevada limited liability company (“Roen Ventures”), Mai Dun Limited LLC, a Nevada limited liability
company (“Mai Dun”), Mercia Holdings LLC, a Nevada limited liability company (“Mercia”), Mackay Ventures
LLC, a Utah limited liability company and formerly known as Mackay Ventures, Inc. (“Mackay Ventures”), and Bart Mackay,
a natural person (“Mr. Mackay”). Roen Ventures, Mai Dun, Mercia, Mackay Ventures and Mr. Mackay are referred to collectively
as the “Reporting Persons.”
(b) The business address for each of Roen Ventures, Mai Dun, Mercia
and Mr. Mackay is 6325 S. Jones Boulevard #500, Las Vegas, Nevada 89118. The business address for Mackay Ventures is 1193 S. 2100
E., Springville, Utah 84663.
(c) The principal business of each of Roen
Ventures, Mai Dun and Mercia consists of owning shares of the Issuer. In addition to owning shares of the Issuer, Mackay Ventures
is engaged in the business of business, management, and strategic consulting, rendering services to various non-affiliated business
and technology clients and also owns shares or ownership interest in various business ventures that are not affiliated with the
Issuer. Mai Dun and Mercia are the only members of Roen Ventures, and Mackay Ventures is the sole member of each of Mai Dun and
Mercia. Mr. Mackay is a self-employed attorney and is the manager of each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures,
with sole authority to take action on behalf of each of Roen Ventures, Mai Dun, Mercia and Mackay Ventures.
(d) During the last five years, the Reporting
Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting
Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result
of which such person 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 of such laws.
(f) Each of Roen Ventures, Mai Dun and Mercia
are formed in Nevada and Mackay Ventures is formed in Utah. Mr. Mackay is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby amended to add the
following paragraph:
On July 17, 2015, Roen
Ventures paid and satisfied outstanding debt in the aggregate amount of $3,179,952.30 by the transfer of 7,575,836 shares of the
Issuer’s Common Stock owned and held by Roen Ventures to James J. Mahoney (4,502,165 shares) and Cross & Company (3,073,671
shares).
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is supplemented as follows:
The securities of the Issuer
were purchased for investment in the ordinary course of the Reporting Persons’ business and not with the purpose nor with
the effect of changing or influencing control of the Issuer nor in connection with or as a participant in any transaction having
such purpose or effect. See Item 3 of this Statement, which is hereby incorporated by reference in this Item 4.
Except to the extent the foregoing
may be deemed a plan or proposal, the Reporting Persons have no present plan or proposal which relates to, or could result in,
any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may,
at any time and from time to time, review or reconsider their position and/or change their purpose.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement is hereby amended and restated as
follows:
(a) The responses of the Reporting
Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. The percentages set
forth in Row 13 of the cover pages and this Item 5(a) assumes that 35,141,666 shares of Common Stock were outstanding as of the
date of this Statement, as reported in the Issuer’s Registration Statement on Form S-1 filed on July 20, 2015.
Item 5(b) of the Statement is hereby amended and restated in its
entirety as follows:
(b) The responses of the Reporting Persons
to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
Item 5(c) of the Statement is hereby amended and restated in its
entirety as follows:
(c) Other than as set forth in Items 3 and
4 of this Statement, which are hereby incorporated by reference in this Item 5(c), the Reporting Persons have not effected any
transaction relating to the Issuer’s Common Stock during the past 60 days or since the filing of the Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Statement is hereby amended and restated as
follows:
Pursuant to the terms of the operating
agreement of Mackay Ventures, the manager of Mackay Ventures (which is Mr. Mackay) has the sole authority to act on behalf of
Mackay Ventures with respect to the shares of Common Stock of the Issuer. Other than the foregoing and as set forth in Item 3
of this Statement, which is hereby incorporated by reference in this Item 6, the Reporting Persons are not subject to any contracts,
arrangements, understandings or relationships with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Statement is hereby amended to add the
following exhibit:
Exhibit 6 |
Joint Filing Agreement. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Date: August 25, 2015
|
MAI
DUN LIMITED LLC
By: /s/ Bart Mackay
Bart Mackay, Manager
MERCIA HOLDINGS LLC
By: /s/ Bart Mackay
Bart Mackay, Manager
ROEN VENTURES LLC
By: /s/ Bart Mackay
Bart Mackay, Manager
MACKAY VENTURES LLC
By: /s/ Bart Mackay
Bart Mackay, Manager
/s/ Bart Mackay
Bart Mackay
|
Exhibit 6
JOINT FILING UNDERTAKING
The undersigned,
being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D/A to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file
this Schedule jointly on behalf of each of such parties.
Date: August 25, 2015
|
MAI
DUN LIMITED LLC
By: /s/ Bart Mackay
Bart Mackay, Manager
MERCIA HOLDINGS LLC
By: /s/ Bart Mackay
Bart Mackay, Manager
ROEN VENTURES LLC
By: /s/ Bart Mackay
Bart Mackay, Manager
MACKAY VENTURES LLC
By: /s/ Bart Mackay
Bart Mackay, Manager
/s/ Bart Mackay
Bart Mackay
|
CV Sciences (QB) (USOTC:CVSI)
Historical Stock Chart
From Aug 2024 to Sep 2024
CV Sciences (QB) (USOTC:CVSI)
Historical Stock Chart
From Sep 2023 to Sep 2024