0001019056-22-000603.txt : 20220930 0001019056-22-000603.hdr.sgml : 20220930 20220930150958 ACCESSION NUMBER: 0001019056-22-000603 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220915 FILED AS OF DATE: 20220930 DATE AS OF CHANGE: 20220930 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Navy Capital Green Management Partners LLC CENTRAL INDEX KEY: 0001764864 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221283597 BUSINESS ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 646-916-4870 MAIL ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Navy Capital Green Fund, LP CENTRAL INDEX KEY: 0001688278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221283596 BUSINESS ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 646-916-4870 MAIL ADDRESS: STREET 1: NAVY CAPITAL GREEN MANAGEMENT, LLC STREET 2: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Navy Capital Green Co-Invest Fund, LLC CENTRAL INDEX KEY: 0001760813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221283595 BUSINESS ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (646) 916-4870 MAIL ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Navy Capital Green Management LLC CENTRAL INDEX KEY: 0001764863 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221283598 BUSINESS ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 646-916-4870 MAIL ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GULATI CHETAN CENTRAL INDEX KEY: 0001838456 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221283591 MAIL ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaden John CENTRAL INDEX KEY: 0001764971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221283593 MAIL ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stiefel Sean CENTRAL INDEX KEY: 0001765017 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221283592 MAIL ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 FORMER NAME: FORMER CONFORMED NAME: Steifel Sean DATE OF NAME CHANGE: 20190116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Navy Capital Green Co-Invest Partners LLC CENTRAL INDEX KEY: 0001766928 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 221283594 BUSINESS ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 646-916-4870 MAIL ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLS Holdings USA, Inc. CENTRAL INDEX KEY: 0001522222 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 11767 SOUTH DIXIE HIGHWAY, SUITE 115 CITY: MIAMI STATE: FL ZIP: 33156 BUSINESS PHONE: 888-438-9132 MAIL ADDRESS: STREET 1: 11767 SOUTH DIXIE HIGHWAY, SUITE 115 CITY: MIAMI STATE: FL ZIP: 33156 FORMER COMPANY: FORMER CONFORMED NAME: Adelt Design, Inc. DATE OF NAME CHANGE: 20110601 4 1 ownership.xml FORM 4 X0306 4 2022-09-15 0 0001522222 CLS Holdings USA, Inc. CLSH 0001764863 Navy Capital Green Management LLC 28 REICHERT CIRCLE WESTPORT CT 06880 0 0 1 0 0001764864 Navy Capital Green Management Partners LLC 28 REICHERT CIRCLE WESTPORT CT 06880 0 0 1 0 0001688278 Navy Capital Green Fund, LP 28 REICHERT CIRCLE WESTPORT CT 06880 0 0 1 0 0001760813 Navy Capital Green Co-Invest Fund, LLC 28 REICHERT CIRCLE WESTPORT CT 06880 0 0 1 0 0001766928 Navy Capital Green Co-Invest Partners LLC 28 REICHERT CIRCLE WESTPORT CT 06880 0 0 1 0 0001764971 Kaden John C/O NAVY CAPITAL GREEN MANAGEMENT LLC 28 REICHERT CIRCLE WESTPORT CT 06880 0 0 1 0 0001765017 Stiefel Sean C/O NAVY CAPITAL GREEN MANAGEMENT LLC 28 REICHERT CIRCLE WESTPORT CT 06880 0 0 1 0 0001838456 GULATI CHETAN C/O NAVY CAPITAL GREEN MANAGEMENT LLC 28 REICHERT CIRCLE WESTPORT CT 06880 0 0 1 0 Common Stock 2022-09-15 4 C 0 9641120 A 11203620 I Navy Capital Green Co-Invest Fund, LLC Common Stock 2022-09-15 4 C 0 2410281 A 4285281 I Navy Capital Green Fund, LP Convertible Units 0.071 2022-09-15 4 C 0 9008914 0.071 D 2018-10-31 2022-10-31 Common Stock 9641120 6756685 I Navy Capital Green Co-Invest Fund, LLC Convertible Units 0.071 2022-09-15 4 C 0 2252228 0.071 D 2018-10-31 2022-10-31 Common Stock 2410281 2295233 I Navy Capital Green Fund, LP Warrant 0.1 2022-09-15 4 J 0 4820559 0.1 A 2022-09-15 2025-09-15 Common Stock 4820559 11577244 I Navy Capital Green Co-Invest Fund, LLC Warrant 0.1 2022-09-15 4 J 0 1205140 0.1 A 2022-09-15 2025-09-15 Common Stock 1205140 3500373 I Navy Capital Green Fund, LP This Form 4 is being filed by Navy Capital Green Management, LLC (the "Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund. On September 15, 2022, the Issuer entered into an amendment to subscription agreement (each, a "Second Amendment") with each of the Fund and the Co-Investment Fund regarding a convertible debenture issued by the Issuer to the Fund on October 22, 2018 in the principal amount of $1,000,000 and a convertible debenture issued by the Issuer to the Co-Investment Fund on October 22, 2018 in the principal amount of $4,000,000. The Second Amendments aimed to, among other things, (i) reduce the conversion price of each debenture from $0.30 per unit to $0.10 per unit; (ii) extend the maturity date of each debenture; (iii) include a mandatory conversion provision to permit the Issuer, in its sole discretion, to convert 60% of the amount due under each debenture and accrued interest thereon, into units of the Issuer at a conversion price of $0.07125 (the "Mandatory Conversion Price"); (iv) reduce the exercise price of each warrant (that is part of a unit received upon conversion) to $0.10 per share of common stock; and (v) execute Second Amended and Restated Debentures (the "Second Amended and Restated Debentures"). Each unit comprises one share of the Issuer's common stock and a warrant to purchase half a share of common stock. In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. Resulting from the September 15, 2022 conversion and the September 21, 2022 Reverse Stock Split, 4,820,559 warrants were additionally issued to the Co-Investment Fund. No additional consideration was paid for the warrants. Resulting from the September 15, 2022 conversion and the September 21, 2022 Reverse Stock Split, 1,205,140 warrants were additionally issued to the Fund. No additional consideration was paid for the warrants. The foregoing descriptions of the Second Amendments, the Second Amended and Restated Debentures, and the Warrants are summary descriptions of the material terms thereof and are qualified in their entirety by reference to the full text of the Second Amendments, the Second Amended and Restated Debentures, and the Warrants, which are incorporated by reference hereto. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund and Co-Investment Fund is reported herein. Footnote (8) continued: Each of the Investment Manager, NCG, NCGP, John Kaden, Chetan Gulati and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. /s/ John Kaden, Manager of Navy Capital Green Management, LLC 2022-09-30 /s/ Sean Stiefel, Manager of Navy Capital Green Management, LLC 2022-09-30 /s/ Chetan Gulati, Manager of Navy Capital Green Management, LLC 2022-09-30 EX-24 2 ex_24.htm EXHIBIT 24
 

Exhibit 24

 

Information Regarding Joint Filers

 

Designated Filer of Form 4: Navy Capital Green Management, LLC

  

Date of Earliest Transaction Required to be Reported: 09/15/2022

  

Issuer Name and Ticker Symbol: CLS Holdings USA, Inc. (CLSH)

  

Names: Navy Capital Green Management Partners, LLC, Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, Navy Capital Green Co-Invest Partners, LLC, John Kaden, Sean Stiefel and Chetan Gulati
   
Address: Navy Capital Green Management Partners, LLC
28 Reichert Circle
Westport, CT 06880

  

Signatures:

  

The undersigned, Navy Capital Green Management Partners, LLC, Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, Navy Capital Green Co-Invest Partners, LLC, John Kaden, Sean Stiefel and Chetan Gulati are jointly filing the attached Statement of Changes in Beneficial Ownership of Securities on Form 4 with Navy Capital Green Management, LLC with respect to the beneficial ownership of securities of CLS Holdings USA, Inc.

  

NAVY CAPITAL GREEN MANAGEMENT PARTNERS, LLC

  

By: John Kaden, manager

  

By: /s/ John Kaden

John Kaden

  

By: Sean Stiefel,manager

  

By: /s/ Sean Stiefel

Sean Stiefel

  

By: Chetan Gulati, manager

  

By: /s/ Chetan Gulati

Chetan Gulati

  

NAVY CAPITAL GREEN FUND, LP

  

By: Navy Capital Green Management Partners, LLC, its general partner.

  

By: John Kaden, manager of general partner

  

By: /s/ John Kaden

John Kaden

  

By: Sean Stiefel, manager of general partner

  

By: /s/ Sean Stiefel

Sean Stiefel

  

By: Chetan Gulati, manager of general partner

  

By: /s/ Chetan Gulati

Chetan Gulati

  

NAVY CAPITAL GREEN CO-INVEST FUND, LLC

  

By: Navy Capital Green Co-Invest Partners, LLC

  

By: John Kaden, manager

  

By: /s/ John Kaden

John Kaden

  

By: Sean Stiefel, manager

  

By: /s/ Sean Stiefel

Sean Stiefel

  

By: Chetan Gulati, manager

  

By: /s/ Chetan Gulati

Chetan Gulati

  

NAVY CAPITAL GREEN CO-INVEST PARTNERS, LLC

  

By: John Kaden, manager

  

By: /s/ John Kaden

John Kaden

  

By: Sean Stiefel, manager

  

By: /s/ Sean Stiefel

Sean Stiefel

  

By: Chetan Gulati, manager

  

By: /s/ Chetan Gulati

Chetan Gulati

  

JOHN KADEN

  

By: /s/ John Kaden

John Kaden

  

SEAN STIEFEL

  

By: /s/ Sean Stiefel

Sean Stiefel

  

CHETAN GULATI

  

By: /s/ Chetan Gulati

Chetan Gulati