SCHEDULE 13D/A: Mork Capital Converts Debentures to Boost Stake in NXT Energy Solutions to 28%

Mork Capital Management, LLC, MCAPM, L.P., and Michael Mork have converted various debentures into 15,605,088 common shares of NXT Energy Solutions Inc., increasing their aggregate beneficial ownership to 30,526,321 shares, representing 28.0% of the company's outstanding stock.

Summary

• Mork Capital Management, LLC, MCAPM, L.P., and Michael Mork, collectively referred to as the Reporting Persons, now beneficially own an aggregate of 30,526,321 common shares of NXT Energy Solutions Inc.
• This aggregate ownership represents 28.0% of the total shares outstanding as of the date of conversion.
• On June 26, 2025, MCAPM, L.P. converted three debentures into common stock:
• A debenture issued on November 8, 2023, with a principal amount of $900,000, was converted into 4,977,876 shares at a price of $0.1808 per share.
• A debenture issued on January 11, 2024, with a principal amount of $375,000, was converted into 2,074,115 shares at a price of $0.1808 per share.
• A debenture issued on May 31, 2024, with a principal amount of $2,000,000, was converted into 8,000,000 shares at a price of $0.25 per share.
• On June 26, 2025, Michael Mork converted one debenture:
• A debenture issued on November 8, 2023, with a principal amount of $100,000, was converted into 553,097 shares at a price of $0.1808 per share.
• The total number of shares acquired through these conversions is 15,605,088.
• No additional purchases of the Issuer's common shares were made by the Reporting Persons.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the conversion itself is a neutral event (debt to equity), the stated purpose of 'better liquidity' for the shares and the significant increase in beneficial ownership by a key investor group can be seen as a positive signal of commitment and potential future trading activity, despite the inherent dilution.

Positives

• The conversion of debentures into common stock by Mork Capital Management, LLC, MCAPM, L.P., and Michael Mork aims to obtain better liquidity for the shares.
• The significant increase in beneficial ownership to 28.0% indicates a strong, long-term commitment by the Reporting Persons to NXT Energy Solutions Inc.

Negatives

• The conversion of debentures into common stock results in an increase in the number of outstanding shares, which can lead to dilution for existing shareholders.

Future Outlook

The filing primarily details a past event (debenture conversion) and the resulting ownership structure. The stated purpose of the conversion was to obtain better liquidity for the shares, indicating a potential future intent to trade these shares.

Management Comments

• The purpose in converting the Debentures of the Issuer was to obtain better liquidity for the shares.

Industry Context

This Schedule 13D filing primarily concerns a change in beneficial ownership due to debenture conversions, rather than operational or strategic updates. As such, it does not directly provide insights into broader industry trends or competitive dynamics within the energy solutions sector. It reflects an investor's strategic move to convert debt into equity, which is a common financial transaction across various industries.

Related Party Transactions

• Michael Mork, as an individual, converted a debenture into shares, and he is also the owner and Managing Member of Mork Capital Management, LLC, which serves as the investment adviser and general partner of MCAPM, L.P. This establishes a clear related-party relationship among the Reporting Persons and their transactions with NXT Energy Solutions Inc.

Stakeholder Impact

• Shareholders: The conversion of debentures into common stock increases the total number of outstanding shares, leading to dilution of existing shareholders' ownership percentage.
• Creditors: The conversion reduces the company's debt obligations, potentially improving its financial health and creditworthiness.

Key Dates

Recommendation

Keywords

NXT Energy Solutions Inc., Mork Capital Management, MCAPM L.P., Michael Mork, Schedule 13D, Debenture Conversion, Beneficial Ownership, Shareholding, Investment Management, SEC Filing, Equity Stake, Liquidity