Filing Details

Accession Number:
0001626494-19-000002
Form Type:
13D Filing
Publication Date:
2019-02-11 15:44:39
Filed By:
Mork Capital Management, Llc
Company:
Nxt Energy Solutions Inc.
Filing Date:
2019-02-11
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
MCAPM 0 403 0 403 571 8.3 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP No. 62948Q107 SCHEDULE 13D A Page 3 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mork Capital Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4035000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4035000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5717420 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3 14 TYPE OF REPORTING PERSON (See Instructions) IA CUSIP No. 62948Q107 SCHEDULE 13D A Page 4 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Mork 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) PF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1682420 8 SHARED VOTING POWER 4035000 9 SOLE DISPOSITIVE POWER 1682420 10 SHARED DISPOSITIVE POWER 4035000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5717420 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 62948Q107 SCHEDULE 13D A Page 5 of 9 This Amendment No. 3 amends and supplements the Schedule 13D A filed by the undersigned on November 13, 2017. Item 2. Identity and Background Below is information regarding the Reporting Persons (a)-(c) This statement is filed by Michael Mork, with respect to the shares of Common Stock beneficially owned by Michael Mork, including shares of Common Stock held in the name of MCAPM, L.P. The business address of MCAPM, L.P., Mork Capital Management, and Michael Mork is 132 Mill St., suite 204, Healdsburg, CA 95448. The principal employment of Michael Mork is investment management. MCAPM, L.P. is a private investment partnership engaged in the purchase and sale of securities. Mork Capital Management is in the business of serving as the advisor and general partner of MCAPM, L.P. (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Michael Mork is a citizen of the United States Item 3. Source and Amount of Funds or Other Considerations Item 3 is hereby amended to reflect and include the following On May 16, 2018, NXT Energy Solutions, Inc ( the Company ) announced the closure of a portion of the second tranche of a three-tranche private placement, which subsequently increased the Company s outstanding Common Shares to 64,997,345 thereby decreasing MCAPM, L.P, Mork Capital Management, and Michael Mork s beneficial ownership to 8.7%
Mork Capital Management 0 403 0 403 571
Michael Mork 168 403 168 403 571
Filing

CUSIP No. 62948Q107	SCHEDULE 13D/A	Page 1 of 9

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 3)

NXT ENERGY SOLUTIONS, INC
(Name of Issuer)

Common Shares
(Title of Class of Securities)

62948Q107
(CUSIP Number)

Mr. Michael Mork
132 Mill Street, Suite 204
Healdsburg, CA 95448
Telephone:  (707) 431-1057
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

December 19, 2018
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [  ].

Note:  Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.  See 240.13d-7(b) for other
parties to whom copies are to be sent.

*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
disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 62948Q107 SCHEDULE 13D/A Page 3 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mork Capital Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4035000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4035000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5717420 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3 14 TYPE OF REPORTING PERSON (See Instructions) IA

CUSIP No. 62948Q107 SCHEDULE 13D/A Page 5 of 9 This Amendment No. 3 amends and supplements the Schedule 13D/A filed by the undersigned on November 13, 2017. Item 2. Identity and Background Below is information regarding the Reporting Persons: (a)-(c) This statement is filed by Michael Mork, with respect to the shares of Common Stock beneficially owned by Michael Mork, including shares of Common Stock held in the name of MCAPM, L.P. The business address of MCAPM, L.P., Mork Capital Management, and Michael Mork is 132 Mill St., suite 204, Healdsburg, CA 95448. The principal employment of Michael Mork is investment management. MCAPM, L.P. is a private investment partnership engaged in the purchase and sale of securities. Mork Capital Management is in the business of serving as the advisor and general partner of MCAPM, L.P. (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Michael Mork is a citizen of the United States Item 3. Source and Amount of Funds or Other Considerations Item 3 is hereby amended to reflect and include the following: On May 16, 2018, NXT Energy Solutions, Inc ("the Company") announced the closure of a portion of the second tranche of a three-tranche private placement, which subsequently increased the Company's outstanding Common Shares to 64,997,345 thereby decreasing MCAPM, L.P, Mork Capital Management, and Michael Mork's beneficial ownership to 8.7%. On June 18, 2018 NXT Energy Solutions, Inc ("the Company") announced the closure of a further portion of the second tranche of a three-tranche private placement, which subsequently increased the Company's outstanding Common Shares to 67,378,297 thereby decreasing MCAPM, L.P, Mork Capital Management, and Michael Mork's beneficial ownership to 8.4%. On July 4, 2018 NXT Energy Solutions, Inc ("the Company") announced the closure of the final portion of the three-tranche private placement, which subsequently increased the Company's outstanding Common Shares to 68,432,746 thereby decreasing MCAPM, L.P, Mork Capital Management, and Michael Mork's beneficial ownership to 8.2%. On November 15, 2018 NXT Energy Solutions, Inc ("the Company") announced its 2018 Third Quarter Results, which disclosed that the Company's outstanding Common Shares increased to 68,573,558 as of September 30, 2018 due to the

CUSIP No. 62948Q107 SCHEDULE 13D/A Page 9 of 9 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. Date: February 11, 2019 MCAPM , L.P. /s/ Michael Mork By: Michael Mork General Partner Mork Capital Management /s/ Michael Mork By: Michael Mork Owner and Chief Executive Michael Mork /s/ Michael Mork Michael Mork