Filing Details

Accession Number:
0001665097-23-000003
Form Type:
13D Filing
Publication Date:
2023-01-19 19:00:00
Filed By:
Mork Capital Management, Llc
Company:
Mork Capital Management Llc
Filing Date:
2023-01-20
SEC Url:
13D Filing
Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) 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) January 11, 2023 (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 persons 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 2 of 9 1NAMESOFREPORTINGPERSONSI.R.S.IDENTIFICATIONNOS.OFABOVEPERSONS(ENTITIESONLY) MCAPM,L.P. 2CHECKTHEAPPROPRIATEBOXIFAMEMBEROFAGROUP* (a)[x] (b)[] SEC USE ONLY 4SOURCEOFFUNDS(SeeInstructions) WC 5CHECKIFDISCLOSUREOFLEGALPROCEEDINGSISREQUIREDPURSUANTTOITEMS2(D)OR2(E) [] 6CITIZENSHIPORPLACEOFORGANIZATIONCalifornia NUMBER OF SOLE VOTING POWER 7 SHARES 0 BENEFICIALLY SHARED VOTING POWER 8 OWNED BY 12035000 SOLE DISPOSITIVE POWER EACH 9 REPORTING 0 10 10 SHARED DISPOSITIVE POWER PERSON 12035000 WITH 11AGGREGATEAMOUNTBENEFICIALLYOWNEDBYEACHREPORTINGPERSON14921233 12CHECKBOXIFTHEAGGREGATEAMOUNTINROW(11)EXCLUDESCERTAINSHARES(SeeInstructions) [] 13PERCENTOFCLASSREPRESENTEDBYAMOUNTINROW(11) 19.3 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP No. 62948Q107 SCHEDULE 13D/A Page 3 of 9 1NAMESOFREPORTINGPERSONSI.R.S.IDENTIFICATIONNOS.OFABOVEPERSONS(ENTITIESONLY) MorkCapitalManagement,LLC 2CHECKTHEAPPROPRIATEBOXIFAMEMBEROFAGROUP* (a)[x] (b)[] SEC USE ONLY 4SOURCEOFFUNDS(SeeInstructions) OO 5CHECKIFDISCLOSUREOFLEGALPROCEEDINGSISREQUIREDPURSUANTTOITEMS2(D)OR2(E) [] 6CITIZENSHIPORPLACEOFORGANIZATIONCalifornia NUMBER OF SOLE VOTING POWER 7 SHARES 0 BENEFICIALLY SHARED VOTING POWER 8 OWNED BY 12035000 SOLE DISPOSITIVE POWER EACH 9 REPORTING 0 10 10 SHARED DISPOSITIVE POWER PERSON 12035000 WITH 11AGGREGATEAMOUNTBENEFICIALLYOWNEDBYEACHREPORTINGPERSON14921233 12CHECKBOXIFTHEAGGREGATEAMOUNTINROW(11)EXCLUDESCERTAINSHARES(SeeInstructions) [] 13PERCENTOFCLASSREPRESENTEDBYAMOUNTINROW(11) 19.3 TYPE OF REPORTING PERSON (See Instructions) IA CUSIP No. 62948Q107 SCHEDULE 13D/A Page 4 of 9 1NAMESOFREPORTINGPERSONSI.R.S.IDENTIFICATIONNOS.OFABOVEPERSONS(ENTITIESONLY) MichaelMork 2CHECKTHEAPPROPRIATEBOXIFAMEMBEROFAGROUP* (a)[x] (b)[] SEC USE ONLY 4SOURCEOFFUNDS(SeeInstructions) PF 5CHECKIFDISCLOSUREOFLEGALPROCEEDINGSISREQUIREDPURSUANTTOITEMS2(D)OR2(E) [] 6CITIZENSHIPORPLACEOFORGANIZATIONCalifornia NUMBER OF SOLE VOTING POWER 7 SHARES 2886233 BENEFICIALLY SHARED VOTING POWER 8 OWNED BY 12035000 SOLE DISPOSITIVE POWER EACH 9 REPORTING 2886233 10 10 SHARED DISPOSITIVE POWER PERSON 12035000 WITH 11AGGREGATEAMOUNTBENEFICIALLYOWNEDBYEACHREPORTINGPERSON14921233 12CHECKBOXIFTHEAGGREGATEAMOUNTINROW(11)EXCLUDESCERTAINSHARES(SeeInstructions) [] 13PERCENTOFCLASSREPRESENTEDBYAMOUNTINROW(11) 19.3 TYPE OF REPORTING PERSON (See Instructions) IN This Amendment No. 4 amends the Schedule 13D/A filed by the undersigned on February 11, 2019. Item 2. Identity and Background Item 2 regarding the Reporting Persons is hereby amended and restated as follows: (a) This Schedule 13D/A is being filed on behalf of Mork Capital Management, LLC (Mork Capital), MCAPM, L.P., and Michael Mork, who are collectively referred to herein as the Reporting Persons. (b) The address of the principal business office of the Reporting Persons is 132 Mill St., Suite 204, Healdsburg, CA 95448. (c) Mork Capital serves as the investment adviser and general partner of MCAPM, L.P. which is a private investment fund engaged in the purchase and sale of securities. Michael Mork is the owner and Managing Member of Mork Capital. The principal occupation of Michael Mork is investment management. (d) During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons have 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) Please refer to row 6 of the respective cover pages. Item 3. Source and Amount of Funds or Other Considerations Item 3 is hereby amended to reflect and include the following: On December 2, 2022, NXT Energy Solutions, Inc (the Issuer) announced the closing of its Rights Offering, which subsequently increased the Issuers outstanding common shares to 67,776,293 thereby changing the beneficial ownership of MCAPM, L.P, Mork Capital Management, and Michael Mork to 9.1%. On January 11, 2023, MCAPM, L.P. acquired an additional 7,500,000 shares of the Issuers common shares through a non-brokered private placement. The cost to purchase these additional shares was US $1,070,957.82 and came from MCAPM, L.P.s working capital. On January 11, 2023, Michael Mork acquired an additional 1,250,000 shares of the Issuers common shares through a non-brokered private placement. The cost to purchase these additional shares was US $179,914.31 and came from Mr. Morks personal assets. Item 4. Purpose of Transaction No changes. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated to read as follows: The percentages used in this filing are calculated based on the number of outstanding shares of the Issuers common shares, which was reported by the Issuer as 77,134,575 at the time of the additional share acquisition. (A) MCAPM, L.P. (a) Aggregate number of shares beneficially owned: 12,035,000 Percentage: 15.6% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 12,035,000 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 12,035,000

(c) On January 11, 2023, MCAPM, L.P. acquired an additional 7,500,000 shares of the Issuers common shares at US $0.1428 per share, through a non-brokered private placement. The cost to purchase these additional shares was US $1,070,957.82. (d) Mork Capital Management, LLC serves as the investment adviser and General Partner of MCAPM, L.P. and as such has discretionary authority to vote and dispose of shares of the Issuers common shares. Also, because Mr. Michael Mork is the owner and Chief Executive Officer of Mork Capital Management, LLC, he has the power to direct the affairs of both Mork Capital Management, LLC and MCAPM, L.P., including the voting and disposition of shares of the Issuers common shares held in the name of MCAPM, L.P. Therefore, both Mork Capital Management, LLC and Mr. Michael Mork are deemed to share voting and disposition power with MCAPM, L.P. with regard to those shares. (B) Mork Capital Management, LLC (a) Aggregate number of shares beneficially owned: 12,035,000 Percentage: 15.6% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 12,035,000 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 12,035,000(c) Mork Capital Management, LLC has made no purchases of the Issuers common shares for its own account. As investment adviser, it purchases and sells securities on behalf of its clients. (d) Mork Capital Management, LLC serves as the investment adviser and General Partner of MCAPM, L.P. and as such has discretionary authority to vote and dispose of shares of the Issuers common shares. Also, because Mr. Michael Mork is the owner and Chief Executive Officer of Mork Capital Management, LLC, he has the power to direct the affairs of both Mork Capital Management, LLC and MCAPM, L.P., including the voting and disposition of shares of the Issuers common shares held in the name of MCAPM,L.P. Therefore, both Mork Capital Management, LLC and Mr. Michael Mork are deemed to share voting and disposition power with MCAPM, L.P. with regard to those shares. (C) Michael Mork (a) Aggregate number of shares beneficially owned: 14,921,233 Percentage: 19.3% (b) 1. Sole power to vote or to direct vote: 2,886,233 2. Shared power to vote or to direct vote: 14,921,233 3. Sole power to dispose or to direct the disposition: 2,886,233 4. Shared power to dispose or to direct disposition: 14,921,233