Statement of Ownership (sc 13g)
February 12 2016 - 3:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
CV Sciences, Inc. (formerly CannaVEST Corp.)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
137653101
(CUSIP Number)
July 23, 2015
(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) |
| | |
| ý | Rule
13d-1(c) |
*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 |
NAME OF REPORTING PERSON
Rhonda Mona |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (see instructions)
(a) □
(b) □ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
3,824,164 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
3,824,164 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
3,824,164 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (see instructions)
□ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.9% (1) |
12 |
TYPE OF REPORTING PERSON (see instructions)
IN |
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NAME OF REPORTING PERSON
Aegean Limited, LLC
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) □
(b) □
|
SEC USE ONLY |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
824,164 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
824,164 |
8 |
SHARED DISPOSITIVE POWER
0 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
824,164
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
□
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9% (1)
|
TYPE OF REPORTING PERSON (see instructions)
OO
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|
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Item 1(a). |
Name of Issuer: |
|
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CV Sciences, Inc.
(formerly CannaVEST Corp.), a Delaware corporation. |
|
|
Item 1(b). |
Address of Issuer’s Principal
Executive Offices: |
|
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2688 South Rainbow Boulevard, Suite B |
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Las Vegas, Nevada 89146 |
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Item 2(a). |
Name of Person Filing: |
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Rhonda Mona |
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Aegean Limited, LLC |
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Item 2(b). |
Address of
Principal Business Office or, if none, Residence: |
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2688 South Rainbow
Boulevard, Suite B |
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Las Vegas, Nevada
89146 |
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Item 2(c). |
Citizenship: |
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Rhonda Mona - United States |
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Aegean Limited, LLC
- Nevada |
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Item 2(d). |
Title of Class of Securities: |
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Common Stock, par
value $0.0001 (the “Common Stock”). |
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Item 2(e). |
CUSIP Number: |
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137653101. |
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Item 3. |
If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a: |
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Not applicable. |
Item 4. |
Ownership. |
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(a) |
Amount Beneficially Owned: |
3,824,164 shares of Common Stock by Rhonda Mona. |
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824,164
shares of Common Stock by Aegean Limited, LLC. |
|
(b) |
Percent of Class: 8.9% (1) by Rhonda Mona; 1.9% (1) by Aegean Limited, LLC |
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(c) |
Number of shares as to which such person has: |
|
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(i) |
sole power to vote or to
direct the vote: |
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|
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Rhonda Mona - 0 shares of Common Stock. |
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Aegean Limited,
LLC – 824,164 shares of Common Stock. |
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(ii) |
shared power to vote or to direct the vote: |
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|
|
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Rhonda Mona
- 3,824,164 shares of Common Stock. |
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Aegean Limited,
LLC – 0 shares of Common Stock. |
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| (iii) | sole power to dispose or to direct the disposition of: |
|
| | |
|
| | Rhonda Mona
- 0 shares of Common Stock. |
|
| | |
|
| | Aegean Limited,
LLC – 824,164 shares of Common Stock. |
|
| | |
|
| (iv) | shared power to dispose or to direct the disposition of: |
|
| | |
|
| | Rhonda Mona
- 3,824,164 shares of Common Stock. |
|
| | |
|
| | Aegean Limited,
LLC – 0 shares of Common Stock. |
Item 5. |
Ownership of Five Percent or Less of
a Class. |
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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: [ ] |
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Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person. |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company. |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of
the Group. |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
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Item 10. |
Certification. |
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(a) |
Not applicable. |
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(b) |
Not applicable. |
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(c) |
By signing below I certify that, to the best of my 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. |
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Explanatory Notes: |
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(1) |
The percentage set forth in Row 11 of the cover page and this Item 4(b) assumes that 43,210,159
shares of common stock outstanding as of December 30, 2015, based on 35,210,159 shares of common stock outstanding as of November
16, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 16, 2015, the issuance of 5,000,000
shares of common stock by the Issuer on December 30, 2015, as reported in the Issuer’s Current Report on Form 8-K filed on
January 4, 2016, and assuming the exercise of the 3,000,000 stock options to purchase shares of Common Stock of the Issuer by the
Reporting Person. |
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: February
12, 2016
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Aegean Limited, LLC |
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By: |
/s/ Rhonda Mona |
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Rhonda Mona, Manager |
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Rhonda Mona |
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By: |
/s/ Rhonda Mona |
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Rhonda Mona |
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EXHIBIT 1
JOINT FILING UNDERTAKING
The undersigned, being
authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D 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: February 12, 2016
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/s/ Rhonda Mona |
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Rhonda Mona |
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AEGEAN LIMITED LLC |
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By: |
/s/ Rhonda Mona |
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Rhonda Mona, Manager |
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