0001019056-24-000010.txt : 20240104 0001019056-24-000010.hdr.sgml : 20240104 20240104150813 ACCESSION NUMBER: 0001019056-24-000010 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231229 FILED AS OF DATE: 20240104 DATE AS OF CHANGE: 20240104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Navy Capital Green Management Partners LLC CENTRAL INDEX KEY: 0001764864 ORGANIZATION NAME: STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 24511395 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 24511394 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 24511393 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 ORGANIZATION NAME: STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 24511396 BUSINESS ADDRESS: STREET 1: 28 REICHERT CIRCLE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 908-803-1916 MAIL ADDRESS: STREET 1: 482 BAYBERRY LANE CITY: MOUNTAINSIDE STATE: NJ ZIP: 07092 FORMER NAME: FORMER CONFORMED NAME: Navy Capital Green Management LLC DATE OF NAME CHANGE: 20190115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GULATI CHETAN CENTRAL INDEX KEY: 0001838456 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 24511389 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 24511391 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 24511390 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55546 FILM NUMBER: 24511392 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] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 516 S. 4TH STREET CITY: LAS VEGAS STATE: NV ZIP: 89101 BUSINESS PHONE: (416) 992-4539 MAIL ADDRESS: STREET 1: 516 S. 4TH STREET CITY: LAS VEGAS STATE: NV ZIP: 89101 FORMER COMPANY: FORMER CONFORMED NAME: Adelt Design, Inc. DATE OF NAME CHANGE: 20110601 4 1 ownership.xml FORM 4 X0508 4 2023-12-29 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 0 Convertible Units 0.07 2023-12-29 4 J 0 2018007.24 0.07 A 2018-10-31 2028-01-31 Common Stock 43243011 48063570 I Navy Capital Green Co-Invest Fund, LLC Convertible Units 0.07 2023-12-29 4 J 0 504500.05 0.07 A 2018-10-31 2028-01-31 Common Stock 10962229 12167369 I Navy Capital Green Fund, LP Warrant 0.1 2023-12-29 4 J 0 14414337 0.1 A 2023-12-29 2026-12-29 Common Stock 14414337 48063570 I Navy Capital Green Co-Invest Fund, LLC Warrant 0.1 2023-12-29 4 J 0 1205140 0.1 A 2023-12-29 2026-12-29 Common Stock 3603570 12167369 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 December 29, 2023, the Issuer entered into an amendment to subscription agreement (each, a "Third 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 (the outstanding amount of which was $504,500.05 as of December 29, 2023 after factoring in accrued and unpaid interest as of December 31, 2023) 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 outstanding amount of which was $2,018,007.24 as of December 29, 2023 after factoring in accrued and unpaid interest as of December 31, 2023) (each amended debenture, a "Third Amended and Restated Debenture"). The Third Amendments and the Third Amended and Restated Debentures aimed to, among other things, (i) reduce the conversion price of each remaining debenture to $0.07 per unit; (ii) extend the maturity date of each debenture to January 31, 2028; (iii) provide for interest accruing as of December 31, 2023 to be added to the principal balance of each debenture; and (iv) amend the definition of "unit" to mean one share of the Issuer's common stock and one-half of one warrant (each, a "Warrant"), with each Warrant exercisable for three years to purchase a share at a price of $0.10. The foregoing descriptions of the Third Amendments, the Third 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 Third Amendments, the Third 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 4 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 2024-01-04 /s/ Sean Stiefel, Manager of Navy Capital Green Management, LLC 2024-01-04 /s/ Chetan Gulati, Manager of Navy Capital Green Management, LLC 2024-01-04 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: 12/29/2023

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