Statement of Ownership (sc 13g)
February 14 2022 - 3:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Act of 1934
(Amendment
No. ___)*
IANTHUS
CAPITAL HOLDINGS, INC.
(Name
of Issuer)
COMMON
SHARES , NO PAR VALUE
(Title
of Class of Securities)
45074T102
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior
cover page.
|
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Partners, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
48,971,679
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
48,971,679
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,971,679
shares (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.6%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 34,659,389 Common Shares (“Shares”) issuable upon conversion
of outstanding principal and accrued interest of Notes and (b) an aggregate of 10,196,239
Shares issuable upon exercise of Warrants. The amount of interest with respect to the
Notes only includes amounts accrued up to and including July 12, 2020 in connection with
the Issuer’s default on the Notes and does not include any interest amounts that
may be further accrued or securities that may be issued pursuant to the terms of the
Restructuring Support Agreement dated July 10, 2020 and amended on June 15, 2021. The
Restructuring Support Agreement contemplates a future recapitalization transaction whereby
the principal amount of the Issuer’s liabilities to its lenders, including the
Reporting Persons, would be reduced and, in exchange, the lenders would acquire 97.25%
of the equity in the Issuer at the closing of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green GP 1, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
13,076,558
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
13,076,558
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,076,558
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 9,185,082 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes and (b) an aggregate of 2,538,071 Shares issuable upon
exercise of Warrants. The amount of interest with respect to the Notes only includes
amounts accrued up to and including July 12, 2020 in connection with the Issuer’s
default on the Notes and does not include any interest amounts that may be further accrued
or securities that may be issued pursuant to the terms of the Restructuring Support Agreement
dated July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement
contemplates a future recapitalization transaction whereby the principal amount of the
Issuer’s liabilities to its lenders, including the Reporting Persons, would be
reduced and, in exchange, the lenders would acquire 97.25% of the equity in the Issuer
at the closing of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green GP II, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
7,829,076
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
7,829,076
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,829,076
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 5,291,005 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes and (b) an aggregate of 2,538,071 Shares issuable upon
exercise of Warrants. The amount of interest with respect to the Notes only includes
amounts accrued up to and including July 12, 2020 in connection with the Issuer’s
default on the Notes and does not include any interest amounts that may be further accrued
or securities that may be issued pursuant to the terms of the Restructuring Support Agreement
dated July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement
contemplates a future recapitalization transaction whereby the principal amount of the
Issuer’s liabilities to its lenders, including the Reporting Persons, would be
reduced and, in exchange, the lenders would acquire 97.25% of the equity in the Issuer
at the closing of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Credit Partners GP 1, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
12,296,419
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
12,296,419
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,296,419
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of 9,533,773 Shares issuable upon conversion of outstanding principal and accrued interest of Notes. The amount of
interest with respect to the Notes only includes amounts accrued up to and including July 12, 2020 in connection with the Issuer’s
default on the Notes and does not include any interest amounts that may be further accrued or securities that may be issued pursuant
to the terms of the Restructuring Support Agreement dated July 10, 2020 and amended on June 15, 2021. The Restructuring Support
Agreement contemplates a future recapitalization transaction whereby the principal amount of the Issuer’s liabilities to
its lenders, including the Reporting Persons, would be reduced and, in exchange, the lenders would acquire 97.25% of the equity
in the Issuer at the closing of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Partners SPV V GP, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
15,769,625
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
15,769,625
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,769,625
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 10,649,528 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes, and (b) an aggregate of 5,120,097 Shares issuable upon
exercise of Warrants. The amount of interest with respect to the Notes only includes
amounts accrued up to and including July 12, 2020 in connection with the Issuer’s
default on the Notes and does not include any interest amounts that may be further accrued
or securities that may be issued pursuant to the terms of the Restructuring Support Agreement
dated July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement
contemplates a future recapitalization transaction whereby the principal amount of the
Issuer’s liabilities to its lenders, including the Reporting Persons, would be
reduced and, in exchange, the lenders would acquire 97.25% of the equity in the Issuer
at the closing of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Fund 1, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
2,614,983
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
2,614,983
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,614,983
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 1,836,786 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes and (b) an aggregate of 507,551 issuable upon exercise
of Warrants. The amount of interest with respect to the Notes only includes amounts accrued
up to and including July 12, 2020 in connection with the Issuer’s default on the
Notes and does not include any interest amounts that may be further accrued or securities
that may be issued pursuant to the terms of the Restructuring Support Agreement dated
July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement contemplates
a future recapitalization transaction whereby the principal amount of the Issuer’s
liabilities to its lenders, including the Reporting Persons, would be reduced and, in
exchange, the lenders would acquire 97.25% of the equity in the Issuer at the closing
of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Fund 1 (Q), L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
(b)
☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
10,461,575
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
10,461,575
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,461,575
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 7,348,296 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes and (b) an aggregate of 2,030,520 issuable upon exercise
of Warrants. The amount of interest with respect to the Notes only includes amounts accrued
up to and including July 12, 2020 in connection with the Issuer’s default on the
Notes and does not include any interest amounts that may be further accrued or securities
that may be issued pursuant to the terms of the Restructuring Support Agreement dated
July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement contemplates
a future recapitalization transaction whereby the principal amount of the Issuer’s
liabilities to its lenders, including the Reporting Persons, would be reduced and, in
exchange, the lenders would acquire 97.25% of the equity in the Issuer at the closing
of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Fund II, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
1,147,977
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
1,147,977
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,977
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 775,820 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes and (b) an aggregate of 372,157 issuable upon exercise
of Warrants. The amount of interest with respect to the Notes only includes amounts accrued
up to and including July 12, 2020 in connection with the Issuer’s default on the
Notes and does not include any interest amounts that may be further accrued or securities
that may be issued pursuant to the terms of the Restructuring Support Agreement dated
July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement contemplates
a future recapitalization transaction whereby the principal amount of the Issuer’s
liabilities to its lenders, including the Reporting Persons, would be reduced and, in
exchange, the lenders would acquire 97.25% of the equity in the Issuer at the closing
of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Fund II (Q), L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
6,681,099
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
6,681,099
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,681,099
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.8%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 4,515,185 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes and (b) an aggregate of 2,165,914 issuable upon exercise
of Warrants. The amount of interest with respect to the Notes only includes amounts accrued
up to and including July 12, 2020 in connection with the Issuer’s default on the
Notes and does not include any interest amounts that may be further accrued or securities
that may be issued pursuant to the terms of the Restructuring Support Agreement dated
July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement contemplates
a future recapitalization transaction whereby the principal amount of the Issuer’s
liabilities to its lenders, including the Reporting Persons, would be reduced and, in
exchange, the lenders would acquire 97.25% of the equity in the Issuer at the closing
of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Credit Partners SPV 1, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
12,296,419
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
12,296,419
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,296,419
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of 9,533,773 Shares issuable upon conversion of outstanding principal and accrued interest of Notes. The amount of
interest with respect to the Notes only includes amounts accrued up to and including July 12, 2020 in connection with the Issuer’s
default on the Notes and does not include any interest amounts that may be further accrued or securities that may be issued pursuant
to the terms of the Restructuring Support Agreement dated July 10, 2020 and amended on June 15, 2021. The Restructuring Support
Agreement contemplates a future recapitalization transaction whereby the principal amount of the Issuer’s liabilities to
its lenders, including the Reporting Persons, would be reduced and, in exchange, the lenders would acquire 97.25% of the equity
in the Issuer at the closing of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Gotham
Green Partners SPV V, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
15,769,625
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
15,769,625
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,769,625
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 10,649,528 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes, and (b) an aggregate of 5,120,097 Shares issuable upon
exercise of Warrants. The amount of interest with respect to the Notes only includes
amounts accrued up to and including July 12, 2020 in connection with the Issuer’s
default on the Notes and does not include any interest amounts that may be further accrued
or securities that may be issued pursuant to the terms of the Restructuring Support Agreement
dated July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement
contemplates a future recapitalization transaction whereby the principal amount of the
Issuer’s liabilities to its lenders, including the Reporting Persons, would be
reduced and, in exchange, the lenders would acquire 97.25% of the equity in the Issuer
at the closing of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
1
|
NAMES
OF REPORTING PERSONS
Jason
Adler
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
48,971,679
shares (1)
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
8
|
SHARED
DISPOSITIVE POWER
48,971,679
shares (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,971,679
shares (1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable.
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.6%
(2)
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
|
|
|
|
|
(1)
|
Includes
an aggregate of (a) 34,659,389 Shares issuable upon conversion of outstanding principal
and accrued interest of Notes and (b) an aggregate of 10,196,239 Shares issuable upon
exercise of Warrants. The amount of interest with respect to the Notes only includes
amounts accrued up to and including July 12, 2020 in connection with the Issuer’s
default on the Notes and does not include any interest amounts that may be further accrued
or securities that may be issued pursuant to the terms of the Restructuring Support Agreement
dated July 10, 2020 and amended on June 15, 2021. The Restructuring Support Agreement
contemplates a future recapitalization transaction whereby the principal amount of the
Issuer’s liabilities to its lenders, including the Reporting Persons, would be
reduced and, in exchange, the lenders would acquire 97.25% of the equity in the Issuer
at the closing of the recapitalization transaction.
|
|
(2)
|
Calculated
based on 171,718,192 Shares outstanding as of December 31, 2021.
|
Item
1.
|
(a)
|
Name
of Issuer:
|
|
|
|
iAnthus
Capital Holdings, Inc.
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
420
Lexington Avenue, Suite 414
New York, NY 10170
|
Item
2.
|
(a)
|
Name
of Persons Filing:
|
|
|
|
|
|
Gotham
Green Partners, LLC
Gotham
Green GP 1, LLC
Gotham
Green GP II, LLC
Gotham
Green Credit Partners GP 1, LLC
Gotham
Green Partners SPV V GP, LLC
Gotham
Green Fund 1, L.P.
Gotham
Green Fund 1 (Q), L.P.
Gotham
Green Fund II, L.P.
Gotham
Green Fund II (Q), L.P.
Gotham
Green Credit Partners SPV 1, L.P.
Gotham
Green Partners SPV V, L.P.
|
|
|
Jason
Adler
|
|
(b)
|
Address
of Principal Business Office or, if none, Residence:
|
|
|
|
|
|
1437
4th Street. Suite 200
Santa Monica, CA 90401
|
The
following entities are organized in Delaware:
Gotham
Green Partners, LLC
Gotham
Green GP 1, LLC
Gotham
Green GP II, LLC
Gotham
Green Credit Partners GP 1, LLC
Gotham
Green Partners SPV V GP, LLC
Gotham
Green Fund 1, L.P.
Gotham
Green Fund 1 (Q), L.P.
Gotham
Green Fund II, L.P.
Gotham
Green Fund II (Q), L.P.
Gotham
Green Credit Partners SPV 1, L.P.
Gotham
Green Partners SPV V, L.P.
|
|
Jason
Adler – United States
|
|
(d)
|
Title
of Class of Securities:
|
|
|
|
|
|
Common
Shares, no par value
|
|
(e)
|
CUSIP
Number:
|
|
|
|
|
|
45074T102
|
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
☐
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
☐
|
An
investment adviser in accordance with § 240.13d-l(b)(l)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-l(b)(l)(ii)(F);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A
non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J);
|
|
(k)
|
☐
|
Group,
in accordance with § 240.13d-l(b)(l)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J), please specify the type of institution:
Gotham
Green Partners, LLC is the SEC registered investment adviser to the Funds listed herein. Gotham Green GP 1 LLC is the general partner
of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q), L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II,
L.P. and Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners
SPV 1, L.P. Gotham Green Partners SPV V GP, LLC is the general partner of Gotham Green Partners SPV V, L.P. Jason Adler is the Managing
Member of each general partner. Each Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership
of any Shares held by the other Reporting Persons. In addition, the filing of this Schedule 13G on behalf of Gotham Green Partners, LLC
should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the
Securities Act, of any of the Shares covered by this Schedule 13G.
The
information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this
Item 4 as set forth below:
|
(a)
|
Amount
beneficially owned:
See
Row 9 of cover page for each Reporting Person.
|
|
|
|
|
(b)
|
Percent
of class:
See
Row 11 of cover page for each Reporting Person.
|
|
|
|
|
(c)
|
Number
of shares as to which the person has:
See
Row 9 of cover page for each Reporting Person.
|
|
(i)
|
Sole
power to vote or to direct the vote
See
Row 5 of cover page for each Reporting Person.
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
See
Row 6 of cover page for each Reporting Person.
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
See
Row 7 of cover page for each Reporting Person.
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
See
Row 8 of cover page for each Reporting Person.
|
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class: If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Persons.
|
See
Item 4 above.
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated:
February 14, 2022
GOTHAM GREEN
PARTNERS, LLC
|
|
Gotham
Green Fund 1, L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green GP 1, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Gotham
Green GP 1, LLC
|
|
Gotham
Green Fund 1 (Q), L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green GP 1, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Gotham
Green GP II, LLC
|
|
Gotham
Green Fund II, L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green GP II, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Gotham
Green CREDIT Partners GP 1, LLC
|
|
Gotham
Green Fund II (Q), L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green GP II, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
Gotham
Green Partners SPV V GP, LLC
|
|
Gotham
Green CREDIT Partners SPV 1, L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green Credit Partners
GP 1, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
Gotham
Green Partners SPV V, L.P.
|
|
|
|
|
|
|
|
|
By:
|
Gotham Green Partners SPV
V GP, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
|
/s/
Jason Adler
|
|
|
|
JASON ADLER
|
|
|
|
|
Attention:
|
Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C.
1001)
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of
filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
February
14, 2022
GOTHAM GREEN
PARTNERS, LLC
|
|
Gotham
Green Fund 1, L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green GP 1, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Gotham
Green GP 1, LLC
|
|
Gotham
Green Fund 1 (Q), L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green GP 1, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Gotham
Green GP II, LLC
|
|
Gotham
Green Fund II, L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green GP II, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Gotham
Green CREDIT Partners GP 1, LLC
|
|
Gotham
Green Fund II (Q), L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green GP II, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
Gotham
Green Partners SPV V GP, LLC
|
|
Gotham
Green CREDIT Partners SPV 1, L.P.
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
By:
|
Gotham Green Credit Partners
GP 1, LLC
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Gotham
Green Partners SPV V, L.P.
|
|
|
|
|
|
|
|
|
By:
|
Gotham Green Partners SPV
V GP, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/
Jason Adler
|
|
|
|
Name:
|
Jason Adler
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
|
/s/
Jason Adler
|
|
|
|
JASON ADLER
|
|
|
|
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