| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CLSH | Convertible Units | Other | $2,018,007 | 48,063,570 | 29 Dec 2023 | Common Stock | 43,243,011 | $0.0700 | Navy Capital Green Co-Invest Fund, LLC | F1, F2, F3, F4, F5 | |||
| transaction | CLSH | Convertible Units | Other | $504,500 | 12,167,369 | 29 Dec 2023 | Common Stock | 10,962,229 | $0.0700 | Navy Capital Green Fund, LP | F1, F2, F3, F4, F5 | |||
| transaction | CLSH | Warrant | Other | $1,441,434 | +14,414,337 | +43% | $0.1000 | 48,063,570 | 29 Dec 2023 | Common Stock | 14,414,337 | $0.1000 | Navy Capital Green Co-Invest Fund, LLC | F1, F2, F3, F4, F5 |
| transaction | CLSH | Warrant | Other | $120,514 | +1,205,140 | +11% | $0.1000 | 12,167,369 | 29 Dec 2023 | Common Stock | 3,603,570 | $0.1000 | Navy Capital Green Fund, LP | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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"). |
| F3 | 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. |
| F4 | 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. |
| F5 | (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. |