CLS Holdings USA, Inc. (OTCMKTS:CLSH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

Effective July 31, 2018, CLS Holdings USA, Inc. (“we,” “us,” “our,” “CLS,” or the “Company”), entered into a Subscription Agreement (the “Subscription Agreement”) with Navy Capital Green International, Ltd., a British Virgin Islands limited company (the “Investor”), to which the Company agreed to sell to the Investor, for a purchase price of $3,000,000, 7,500,000 Units ($0.40 per Unit), representing (i) 7,500,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), and (ii) three-year warrants (the “Warrants”) to purchase an aggregate of 7,500,000 shares of our Common Stock (the “Warrant Shares”) at an exercise price of $0.60 per share of Common Stock. The closing is expected to occur on or about August 6, 2018. In the Subscription Agreement, we also agreed to file, on or before November 1, 2018, a registration statement with the Commission registering the shares of Common Stock and Warrant Shares issued to the Investor. If we fail to file the registration statement on or before that date, we must issue to the Investor an additional number of Units equal to ten percent (10%) of the Units originally subscribed for by the Investor (which will include additional Warrants at the original exercise price).

The Warrant is exercisable from time to time, in whole or in part for three years. The Warrant has anti-dilution provisions that provide for an adjustment to the exercise price in the event of a future sale of Common Stock at a lower price, subject to certain exceptions as set forth in the Warrant. The Warrant also provides that it is callable at any time after the bid price of the Company’s Common Stock exceeds 120% of the exercise price of the Warrant for a period of 20 consecutive business days.

The description of the Subscription Agreement and the Warrant is qualified in its entirety by reference to the full text of the Subscription Agreement and theWarrant, which have been filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.

Item 3.02Unregistered Sales of Equity Securities

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

The Investor is an accredited investor (as that term is defined in Regulation D of theSecurities Act), and in issuing the above securities to the Investor, we relied on and intend to rely on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act because the securities were issued in a private offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

NumberDescription

CLS Holdings USA, Inc. Exhibit
EX-10.1 2 ex_120552.htm EXHIBIT 10.1 ex_120552.htm   Exhibit 10.1   CLS HOLDINGS USA,…
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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.