Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Canaan Inc.
(Name of Issuer)
Class A Ordinary Shares, $0.00000005 par value per share
(Title of Class of Securities)
134748102
(CUSIP Number)
John Fife, 303 E Wacker Dr, Suite 1040 Chicago, IL 60601
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 2024
(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)
X 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 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).?
CUSIP No. 134748102
13G
Page 2 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Streeterville Capital LLC
85-2954598
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
Utah
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
8,000,000
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
8,000,000
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.23% (*)
12.
TYPE OF REPORTING PERSON (see instructions)
OO
FOOTNOTES
* Based on the 3,460,454,223 Class A ordinary shares that were outstanding as
of December 31, 2023 per the Issuer?s 20-F filed April 17, 2024
Reporting Person Streeterville Capital, LLC (?Streeterville?) previously
had the right under a Certificate of Designations, Preferences and Rights
of Series A Convertible Preferred Shares of Canaan, Inc. to own an aggregate
number of shares of the Issuer?s Class A Ordinary Shares which, except
for a contractual cap of 9.99% on the amount of outstanding shares that
Streeterville may own, would exceed such cap. As per the Global Amendment
dated September 26, 2024, Streeterville is prohibited from converting any
issued and outstanding Series A Convertible Preferred Shares for a period
of at least six (6) months. As of the date of this amendment, Streeterville?s
ownership consists solely of the 8,000,000 Pre-Delivery Shares outlined
in the Securities Purchase Agreement dated November 27, 2023, as amended.
?
CUSIP No. 134748102
13G
Page 3 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Streeterville Management LLC
85-3223919
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
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
8,000,000
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
8,000,000
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.23% (*)
12.
TYPE OF REPORTING PERSON (see instructions)
OO
FOOTNOTES
* Based on the 3,460,454,223 Class A ordinary shares that were outstanding
as of December 31, 2023 per the Issuer?s 20-F filed April 17, 2024
Reporting Person Streeterville Management LLC is the Manager of reporting
person Streeterville. Streeterville previously had the right under a Certificate
of Designations, Preferences and Rights of Series A Convertible Preferred
Shares of Canaan, Inc. to own an aggregate number of shares of the Issuer?s
Class A Ordinary Shares which, except for a contractual cap of 9.99% on the
amount of outstanding shares that Streeterville may own, would exceed such
cap. As per the Global Amendment dated September 26, 2024, Streeterville is
prohibited from converting any issued and outstanding Series A Convertible
Preferred Shares for a period of at least six (6) months. As of the date of this
amendment, Streeterville?s ownership consists solely of the 8,000,000
Pre-Delivery Shares outlined in the Securities Purchase Agreement dated
November 27, 2023, as amended.
?
CUSIP No. 134748102
13G
Page 4 of 8 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John M. Fife
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 of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
8,000,000
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
8,000,000
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.23% (*)
12.
TYPE OF REPORTING PERSON (see instructions)
IN
FOOTNOTES
* Based on the 3,460,454,223 Class A ordinary shares that were outstanding as
of December 31, 2023 per the Issuer?s 20-F filed April 17, 2024
John M. Fife is the sole member of Streeterville Management LLC, which
is the Manager of Reporting Person Streeterville. Streeterville previously
had the right under a Certificate of Designations, Preferences and Rights
of Series A Convertible Preferred Shares of Canaan, Inc. to own an aggregate
number of shares of the Issuer?s Class A Ordinary Shares which, except
for a contractual cap of 9.99% on the amount of outstanding shares that
Streeterville may own, would exceed such cap. As per the Global Amendment
dated September 26, 2024, Streeterville is prohibited from converting any
issued and outstanding Series A Convertible Preferred Shares for a period
of at least six (6) months. As of the date of this amendment, Streeterville?s
ownership consists solely of the 8,000,000 Pre-Delivery Shares outlined
in the Securities Purchase Agreement dated November 27, 2023, as amended.
?
CUSIP No. 134748102
13G
Page 5 of 8 Pages
Item 1.
(a)
Name of Issuer
Canaan Inc.
(b)
Address of Issuer?s Principal Executive Offices
28 Ayer Rajah Crescent, #06-08
Singapore 139959
Item 2.
(a)
Name of Person Filing
This report is filed by Streeterville Capital LLC, Streeterville Management
LLC, and John M. Fife with respect to the shares of Class A Ordinary
Shares, $0.00000005 par value per share, of the Issuer that are directly
beneficially owned by Streeterville Capital LLC and indirectly beneficially
owned by the other reporting and filing persons.
(b)
Address of the Principal Office or, if none, residence
303 East Wacker Drive, Suite 1040,
Chicago, IL 60601
(c)
Citizenship
Streeterville Capital LLC is a Utah limited liability company.
Streeterville Management LLC is a Utah limited liability company.
John M. Fife is a United States citizen.
(d)
Title of Class of Securities
Class A Ordinary Shares, $0.00000005 par value per share
(e)
CUSIP Number
134748102
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:
(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: 8,000,000
(b)
Percent of class: 0.23%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 8,000,000
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 8,000,000
(iv)
Shared power to dispose or to direct the disposition of: 0
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 ? .
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
CUSIP No. 134748102
13G
Page 8 of 8 Pages
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.
10/24/2024
Date
Streeterville Capital LLC
/s/ John Fife
Signature
John Fife/President
Name/Title
Streeterville Management LLC
/s/ John Fife
Signature
John Fife/President
Name/Title
John M. Fife
/s/ John Fife
Signature
John Fife
Name/Title