0001019056-23-000381.txt : 20231030 0001019056-23-000381.hdr.sgml : 20231030 20231030184632 ACCESSION NUMBER: 0001019056-23-000381 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231019 FILED AS OF DATE: 20231030 DATE AS OF CHANGE: 20231030 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: 000-56075 FILM NUMBER: 231361855 MAIL ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 4Front Ventures Corp. CENTRAL INDEX KEY: 0001783875 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 834168417 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7010 E. CHAUNCEY LANE STE. 235 CITY: PHOENIX STATE: AZ ZIP: 85054 BUSINESS PHONE: (602) 633-3067 MAIL ADDRESS: STREET 1: 7010 E. CHAUNCEY LANE STE. 235 CITY: PHOENIX STATE: AZ ZIP: 85054 4 1 gulati.xml X0508 4 2023-10-19 0 0001783875 4Front Ventures Corp. FFNTF 0001838456 GULATI CHETAN C/O 4FRONT VENTURES CORP. 5060 N. 40TH STREET, SUITE 120 PHOENIX AZ 85018 1 0 0 0 0 Convertible Promissory Notes 0.23 2023-10-19 4 J 0 46086956 0.23 A 2024-10-06 Class A Subordinate Voting Shares 46086956 48194267 I See footnotes The Issuer entered into an Amendment No.1 to Convertible Promissory Note Purchase Agreement effective October 6, 2023 with Navy Capital Green Fund, LP (the "Green Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund") and another party thereto (the "Note Restructuring"). However, the terms for the Note Restructuring were not finalized until October 19, 2023. On October 23, 2023, the Issuer filed a Form 8-K to report a press release dated October 23, 2023, announcing, among other things, the Note Restructuring. (Footnote 1 continued). As a result of the Note Restructuring, (i) the conversion price was reduced from US$1.03 to US$0.23 per share, (ii) interest payment obligations due on October 6, 2023 (US$58,320 for the Green Fund and US$541,680 for the Co-Invest Fund) will be deferred from October 6, 2023 to October 6, 2024, and (iii) the deferred interest will be convertible into Class A Subordinate Voting Shares. Thus, 4,479,652 shares and 41,607,304 shares of Class A Subordinate Voting Shares are convertible for the Green Fund and the Co-Invest Fund, respectively, at a conversion price of US$0.23/share. Each of the Green Fund and the Co-Invest Fund may elect at any time such note is still outstanding to covert the full amount of outstanding balance (including unpaid principal, any then unpaid an accrued interest and other amounts payable thereunder) into Class A Subordinate Voting Shares of the Issuers. The Reporting Person has voting and dipositive control over these derivable securities as he is Managing Member, Head of Research and sits on the investment committee of Navy Capital Green Management, LLC, the investment advisor to the Green Fund and the Co-Invest Fund. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purposes. /s/Chetan Gulati 2023-10-30