(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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, as amended
(“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).
CUSIP No. 126654102
|
|
|
|
|
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)
☒
(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
0
|
|
9.
|
|
SOLE DISPOSITIVE POWER
5,463,162
|
|
10.
|
|
SHARED DISPOSITIVE POWER
0
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,463,162
|
|
|
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)
10.5% (1)
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Based on 52,113,924 shares of the Issuer’s common stock outstanding as of the date of this
Statement (as defined below), including 52,013,924 shares of common stock outstanding as of May 16, 2016, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed on May 16, 2016 and including 100,000 shares of the Issuer’s common stock which may be
acquired by the Reporting Persons upon exercise of the Warrant (as defined below).
|
CUSIP No. 126654102
|
|
|
|
|
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)
☒
(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
5,408,530 (1)
|
|
9.
|
|
SOLE DISPOSITIVE POWER
618,564
|
|
10.
|
|
SHARED DISPOSITIVE POWER
5,408,530
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,027,094
|
|
|
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)
11.6% (2)
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents Mackay Ventures LLC’s 99% ownership interest in Mai Dun Limited LLC (“Mai Dun”). Mackay Ventures
LLC (“Mackay Ventures”), which is solely owned by Bart Mackay (“Mr. Mackay”), owns a 99% interest in Mai
Dun, and Mr. Mackay owns the remaining 1% in Mai Dun. Mr. Mackay is deemed to have shared voting and investment power over the
shares owned by each of Mai Dun and Mackay Ventures.
|
|
(2)
|
Based on 52,113,924 shares of the Issuer’s common stock outstanding as of the date of this
Statement, including 52,013,924 shares of common stock outstanding as of May 16, 2016, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed on May 16, 2016 and including 100,000 shares of the Issuer’s common stock which may be acquired
by the Reporting Persons upon exercise of the Warrant as of the date of this Statement.
|
CUSIP No. 126654102
|
|
|
|
|
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)
☒
(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
175,000
|
|
8.
|
|
SHARED VOTING POWER
6,081,726 (1)
|
|
9.
|
|
SOLE DISPOSITIVE POWER
175,000
|
|
10.
|
|
SHARED DISPOSITIVE POWER
6,081,726
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,256,726
|
|
|
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)
12.0% (2)
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents shares directly owned by Mai Dun and Mackay Ventures. Mackay Ventures, which is solely
owned by Mr. Mackay, owns a 99% interest in Mai Dun, and Mr. Mackay owns the remaining 1% in Mai Dun. Mr. Mackay is deemed to have
shared voting and investment power over the shares owned by each of Mai Dun and Mackay Ventures.
|
|
(2)
|
Based on 52,113,924 shares of the Issuer’s common stock outstanding as of the date of this
Statement, including 52,013,924 shares of common stock outstanding as of May 16, 2016, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed on May 16, 2016 and including 100,000 shares of the Issuer’s common stock which may be acquired
by the Reporting Persons upon exercise of the Warrant as of the date of this Statement.
|
ITEM 1. SECURITY AND ISSUER
This Amendment No. 6 (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, Amendment No. 2 thereto filed with the SEC on July 28, 2014, Amendment No. 3 thereto filed with the SEC
on August 25, 2015, Amendment No. 4 thereto filed with the SEC on January 20, 2016 and Amendment No. 5 thereto filed with the SEC
on April 12, 2016 (collectively, the “Statement”). This Amendment relates to the common stock, no par value per share
(the “Common Stock”), of CV Sciences, Inc., formerly 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 in its entirety as follows:
(a)
This Statement is filed on behalf of Mai Dun Limited LLC, a Nevada limited liability company (“Mai Dun”), 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”). Mai Dun, Mackay Ventures and Mr. Mackay are referred to collectively
as the “Reporting Persons.”
(b)
The business address for each of Mai Dun 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 Mai Dun 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. Mackay Ventures (99%) and Mr. Mackay (1%) are the sole members of Mai Dun. Mr. Mackay is a self-employed attorney
and is the manager of each of Mai Dun and Mackay Ventures, with sole authority to take action on behalf of each of Mai Dun 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)
Mai Dun is 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 6, 2016, in recognition for his
valuable service as a director, the Board of Directors of the Issuer (the “Board”) approved the issuance of a common
stock purchase warrant to Mr. Mackay with the right to purchase up to 100,000 shares of the Issuer’s Common Stock (the “Warrant”).
The Warrant is exercisable at any time prior to the fifth (5
th
) anniversary of the date of issuance at an exercise price
of $0.368 per share, subject to adjustment upon the occurrence of certain events such as stock splits and dividends.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is supplemented
as follows:
On June 1, 2016, Mr. Mackay resigned as
a member of the Board. His resignation did not result from any disagreement with the Issuer. Mr. Mackay resigned as a director
due to business commitments.
The securities of the Issuer were acquired
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 in its entirety 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 52,113,924 shares of common stock are outstanding as of the date of this
Statement including 52,013,924 shares of the Issuer’s common stock outstanding as of May 16, 2016, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed on May 16, 2016, and including 100,000 shares of the Issuer’s common stock which may
be acquired by the Reporting Persons upon exercise of the Warrant as of the date of this Statement. The amount of shares beneficially
owned by Mr. Mackay set forth in Rows (7), (9) and (11) of Mr. Mackay’s cover page of this Statement and this Item 5(a) includes
100,000 shares of the Issuer’s common stock which may be acquired by Mr. Mackay upon exercise of the Warrant.
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 sixty (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 to add the following
paragraph:
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 and Item
4 of this Statement, which are 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
exhibits:
Exhibit 14
|
Joint Filing Agreement
|
Exhibit 15
|
Warrant to Purchase Common Stock, dated as of July 6, 2016
|
|
|
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: July 26, 2016
|
MAI DUN LIMITED LLC
By:
/s/ Bart Mackay
Bart Mackay, Manager
|
|
MACKAY VENTURES LLC
By:
/s/ Bart Mackay
Bart Mackay, Manager
|
|
/s/ Bart Mackay
Bart Mackay
|