Sec Form 13D Filing - RSLGH, LLC filing for - 2025-11-04

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>





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. Checkbox not checked

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).






SCHEDULE 13D



Comment for Type of Reporting Person:
This amount includes (a) 25,000 shares of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH, LLC ("RSLGH") and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 61,759 shares of Common Stock underlying warrants (the "Interest Warrants") issued as a payment of interest pursuant to the November 2024 Note and the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying a warrant (the "Conversion Warrant") issued on November 3, 2025 upon conversion of the November 2024 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying warrants issued pursuant to the Shared Services Agreement (as defined in Item 3) (the "SSA Warrants"), subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D



Comment for Type of Reporting Person:
This amount includes (a) 25,000 of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 61,759 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying warrants issued pursuant to the Shared Services Agreement (as defined in Item 3) (the "SSA Warrants"), subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D



Comment for Type of Reporting Person:
This amount includes (a) 25,000 of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 61,759 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying warrants issued pursuant to the Shared Services Agreement (as defined in Item 3) (the "SSA Warrants"), subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D



Comment for Type of Reporting Person:
This amount includes (a) of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 61,759 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying warrants issued pursuant to the Shared Services Agreement (as defined in Item 3) (the "SSA Warrants"), subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D



Comment for Type of Reporting Person:
This amount includes (a) 25,000 shares of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 61,759 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying warrants issued pursuant to the Shared Services Agreement (as defined in Item 3) (the "SSA Warrants"), subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants,, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D



Comment for Type of Reporting Person:
This amount includes (a) of Common Stock purchased on May 27, 2025; (b) 7,300 shares of Common Stock purchased on May 28, 2025; (c) 666,661 shares of Common Stock acquired on November 5, 2024; (d) 6,169,702 shares of Common Stock underlying warrants acquired on November 5, 2024, subject to a 49.99% beneficial ownership limitation; (e) 185,500 shares of Common Stock underlying warrants acquired pursuant to the warrant purchase agreement between RSLGH and Double or Nothing LLC dated December 12, 2024, subject to a 4.99% beneficial ownership limitation; (f) 61,759 shares of Common Stock underlying the Interest Warrants, subject to a 49.99% beneficial ownership limitation; (g) 1,147,520 shares of Common Stock underlying the May 2025 Note (as defined in Item 4), subject to a 49.99% beneficial ownership limitation; (h) 1,526,769 shares of Common Stock underlying the August 2025 Note (as defined in item 4), subject to a 49.99% beneficial ownership limitation; (i) 3,222,997 shares of Common Stock underlying the Conversion Warrant, subject to a 49.99% beneficial ownership limitation, and (j) 141,343 shares of Common Stock underlying warrants issued pursuant to the Shared Services Agreement (as defined in Item 3) (the "SSA Warrants"), subject to a 49.99% beneficial ownership limitation. The Conversion Warrant, the Interest Warrants, the May 2025 Note, the August 2025 Note and the SSA Warrants are subject to restrictions on conversion or exercise, as applicable, to the extent required under applicable Nasdaq rules.


SCHEDULE 13D

 
RSLGH, LLC
 
Signature:/s/ Bret Kravitz
Name/Title:Bret Kravitz/Corporate Secretary
Date:11/03/2025
 
WELLNESS MGMT, LLC
 
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Authorized Signatory
Date:11/03/2025
 
FOR SUCCESS HOLDING COMPANY
 
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/CEO & President
Date:11/03/2025
 
VCP23, LLC
 
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Manager
Date:11/03/2025
 
GTI23, INC.
 
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Director & Authorized Signatory
Date:11/03/2025
 
GREEN THUMB INDUSTRIES INC.
 
Signature:/s/ Benjamin Kovler
Name/Title:Benjamin Kovler/Chairman and Chief Executive Officer
Date:11/03/2025
primary_doc.xml