CLS Holdings USA, Inc. (OTCMKTS:CLSH) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.

On December 13, 2018, CLS Holdings USA, Inc. (“CLS” or the “Company“) issued a press release announcing that it had closed the first tranche of the offering of convertible debentures and issued approximately $12 million in aggregate principal amount of convertible debentures. The press release was issued in compliance with Rule 135c of the Securities Act of 1933, as amended (the “U.S. Securities Act”). A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form8-K, the information in this report, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Caution With Respect To Forward-looking Statements:

The information in the press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. These forward-looking statements include, but are not limited to, statements relating to its ongoing convertible debenture financing and whether and when certain transactions will be completed, the Company’s use of proceeds and its growth strategy in Nevada and Massachusetts, and anticipated license approvals. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. We cannot guarantee future results, levels of activity or performance and we cannot guaranty that the proposed transactions described in this press release will occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered together with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events. See CLS Holdings USA filing with the SEC for additional details.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

* Furnished to not filed with the SEC to Item 7.01 above.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

* Furnished to not filed with the SEC
CLS Holdings USA, Inc. Exhibit
EX-99.1 2 ex_131676.htm EXHIBIT 99.1 ex_131676.htm Exhibit 99.1   CLS Holdings USA Closes approximately $12 Million Private Placement of Convertible Debentures    Las Vegas,…
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About CLS Holdings USA, Inc. (OTCMKTS:CLSH)

CLS Holdings USA, Inc., is engaged in developing a method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into concentrates. The Company’s concentrates include oils, waxes, edibles and shatter. These concentrates may be ingested in various ways, including through vaporization through electronic cigarettes (e-cigarettes), and used for a range of pharmaceutical and other purposes. The Company intends to monetize extraction method through the licensing of its methods and processes to others, as in the Colorado Arrangement; the processing of cannabis for others, and the purchase of cannabis and the processing and sale of cannabis-related products. The Company’s products and services include Licensing Operations, Processing Revenue, Processing Facilities and Sale of Products and Brand Creation. As of May 31, 2016, the Company had not generated any revenues.