Statement of Ownership (sc 13g)
July 12 2022 - 9:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
iAnthus Capital Holdings, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
45074T102
(CUSIP Number)
June 24, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| 1. | Names of Reporting Persons.
Parallax Volatility Advisers, 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 California |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 369,665,259
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 369,665,259 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 369,665,259 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______ |
| 11. | Percent of Class Represented by Amount in Row (9) 5.9% |
| 12. | Type of Reporting Person (See Instructions) IA, PN |
| 1. | Names of Reporting Persons.
Parallax Master Fund, 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 Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 369,665,259
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 369,665,259 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 369,665,259 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______ |
| 11. | Percent of Class Represented by Amount in Row (9) 5.9% |
| 12. | Type of Reporting Person (See Instructions) PN |
| 1. | Names of Reporting Persons.
Parallax 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 California |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 369,665,259
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 369,665,259 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 369,665,259 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______ |
| 11. | Percent of Class Represented by Amount in Row (9) 5.9% |
| 12. | Type of Reporting Person (See Instructions) OO |
| 1. | Names of Reporting Persons.
S. Daniel Hutchison |
| 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 Canada |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 369,665,259
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 369,665,259 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 369,665,259 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______ |
| 11. | Percent of Class Represented by Amount in Row (9) 5.9% |
| 12. | Type of Reporting Person (See Instructions) HC, IN |
| 1. | Names of Reporting Persons.
William F. Bartlett |
| 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 U.S.A. |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 369,665,259
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 369,665,259 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 369,665,259 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______ |
| 11. | Percent of Class Represented by Amount in Row (9) 5.9% |
| 12. | Type of Reporting Person (See Instructions) HC, IN |
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) | The names of the persons filing this statement are:
|
Parallax Volatility Advisers, L.P. (the “Investment
Adviser”), Parallax Partners, LLC (the “General Partner”), Parallax Master Fund, L.P. (the “Master Fund”),
S. Daniel Hutchison and William F. Bartlett (collectively, the “Filers”)
The Investment Adviser and the General Partner
are the investment adviser and general partner, respectively, of investment funds, including the Master Fund (the “Funds”).
Mr. Hutchison and Mr. Bartlett are the control persons of the Investment Adviser and the General Partner. The Filers are filing this Schedule
13G jointly, but not as members of a group, and each disclaims membership in a group. Each Filer also disclaims beneficial ownership of
the Stock except to the extent of that person’s pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf
of the Master Fund 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 Act, of any of the Stock covered by this Schedule 13G.
| (b) | The principal business office of the Filers is located at |
88 Kearny Street, 20th Floor
San Francisco, California 94108
| (c) | For citizenship of Filers, see Item 4 of the cover sheet for each Filer. |
| (d) | This statement relates to the Issuer’s Common Shares (the “Stock”). |
| (e) | The CUSIP number of the Issuer is: 45074T102 |
| Item 3. | If this statement is filed pursuant to rule 240.13d-1(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) | [ X ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). As to the Investment Adviser. |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). |
| (g) | [ X ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G). As to Mr. Hutchison and Mr.
Bartlett. |
| (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 of 1940 (15 U.S.C. 80a-3). |
| (j) | [ ] A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J). |
| (k) | [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution _______________________________________________________________.
See Items 5-9 and 11 of the cover page for each Filer.
The percentages reported in this Schedule 13G are
based on 6,244,297,897 Common Shares outstanding as of June 24, 2022, as reported in the Issuer’s Form 8-K filed on June 30, 2022.
| 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. |
The Funds, including the Master Fund, hold the Stock for the benefit of
their investors and have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the Stock.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
|
Item 10. | Material to Be Filed as Exhibits |
Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G.
| Item 11. | Certification of the Investment Adviser, Mr. Hutchison and Mr. Bartlett |
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
Certification of the Master Fund and the General
Partner
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Dated: July 11, 2022
PARALLAX VOLATILITY ADVISERS, L.P.
By: /s/ Easton Chen ____________________
Easton Chen, Chief Compliance Officer
|
PARALLAX MASTER FUND, L.P.
By: Parallax Partners, LLC,
General Partner
By: /s/ William F. Bartlett__________________
William F. Bartlett, Manager
|
PARALLAX PARTNERS, LLC
By: /s/ William F. Bartlett________________
William F. Bartlett, Manager |
/s/ S. Daniel Hutchison_____________________
S. Daniel Hutchison |
/s/ William F. Bartlett________________________
William F. Bartlett |
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities
and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments
or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection with
purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Parallax
Volatility Advisers, L.P., a California limited partnership, as their true and lawful agent and attorney-in-fact, with full power and
authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person
all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange
Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to
the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.
Dated: July 11, 2022
PARALLAX VOLATILITY ADVISERS, L.P.
By: /s/ Easton Chen
Easton Chen, Chief Compliance Officer
|
PARALLAX MASTER FUND, L.P.
By: Parallax Partners, LLC,
General Partner
By: /s/ William F. Bartlett
William F. Bartlett, Manager
|
PARALLAX PARTNERS, LLC
By: /s/ William F. Bartlett
William F. Bartlett, Manager |
/s/ S. Daniel Hutchison
S. Daniel Hutchison |
/s/ William F. Bartlett_______________________
William F. Bartlett |
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