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Filing Details

Accession Number:: 0001019056-24-000283
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-12 15:17:31
Reporting Period:: 2024-09-10

Accepted Time:: 2024-09-12 15:17:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1522222	Cls Holdings Usa Inc.	CLSH	Retail-Miscellaneous Retail (5900)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1688278	Navy Capital Green Fund, Lp	28 Reichert Circle Westport CT 06880	No	No	Yes	No
1760813	Navy Capital Green Co-Invest Fund, Llc	28 Reichert Circle Westport CT 06880	No	No	Yes	No
1764863	Navy Capital Green Management, Llc	28 Reichert Circle Westport CT 06880	No	No	Yes	No
1764864	Navy Capital Green Management Partners Llc	28 Reichert Circle Westport CT 06880	No	No	Yes	No
1764971	John Kaden	C/O Navy Capital Green Management Llc 28 Reichert Circle Westport CT 06880	No	No	Yes	No
1765017	Sean Stiefel	C/O Navy Capital Green Management Llc 28 Reichert Circle Westport CT 06880	No	No	Yes	No
1766928	Navy Capital Green Co-Invest Partners Llc	28 Reichert Circle Westport CT 06880	No	No	Yes	No
1838456	Chetan Gulati	C/O Navy Capital Green Management Llc 28 Reichert Circle Westport CT 06880	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2024-09-10	15,488,901	$0.04	0	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Price	Amount - 2	Price - 2
Common Stock	Convertible Notes	Acquisiton	2024-09-10	$2,000,000.00	40,404,757	$0.07
Common Stock	Convertible Notes	Acquisiton	2024-09-10	$2,000,000.00	8,035,728	$0.07
Common Stock	ConvertibleNotes	Acquisiton	2024-09-10	$2,000,000.00	2,065,419	$0.07
Common Stock	Warrant	Acquisiton	2024-09-10	$2,000,000.00	6,177,216	$0.10

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2018-10-31	2028-01-31	No	4	J	Indirect
2018-10-31	2028-01-31	No	4	J	Indirect
2023-12-21	2028-01-31	No	4	J	Indirect
2023-12-29	2026-12-29	No	4	J	Indirect

Footnotes

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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");
Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.
In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.