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

Between August 8, 2018 and August 10, 2018, CLS Holdings USA, Inc. (“we,” “us,” “our,” “CLS,” or the “Company”) entered into five Subscription Agreements (each a “Subscription Agreement” and, collectively, the “Subscription Agreements”), to which the Company agreed to sell, for an aggregate purchase price of $2,750,000, 6,875,000 Units ($0.40 per Unit), representing (i) 6,875,000 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 6,875,000 shares of our Common Stock (the “Warrant Shares”) at an exercise price of $0.60 per share of Common Stock. The parties to the Subscription Agreements (each an “Investor” and, collectively, the “Investors”) and their respective purchase amounts are: Ionic Ventures, LLC (625,000 Units), Navy Capital Green Management, LLC (“Navy Capital”), as nominee for the Thomas K. Ireland 2003 Revocable Trust (1,250,000 Units), Navy Capital, as nominee for the Mark A. Reichenbaum Revocable Trust (2,500,000 Units), Navy Capital, as nominee for Stephen Aiello (625,000 Units) and Navy Capital, as nominee for James A. Weil (1,875,000 Units). The Subscription Agreements require us to file, on or before November 1, 2018, a registration statement with the U.S. Securities and Exchange Commission registering the shares of Common Stock and Warrant Shares issued to the Investors. If we fail to file the registration statement on or before that date, we must issue to the Investors 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 Warrants are exercisable from time to time, in whole or in part for three years. The Warrants have 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 Warrants also provide that they are callable at any time after the bid price of the Company’s Common Stock exceeds 120% of the exercise price of the Warrants for a period of 20 consecutive business days.

The description of the Subscription Agreements and the Warrants is qualified in its entirety by reference to the full text of a subscription agreement and warrant that has been incorporated by reference into this Current Report on Form 8-K in satisfaction of the requirement to file the Subscription Agreements as Exhibits 10.1 through 10.5 to this Current Report on Form 8-K.

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.

Each Investor is an accredited investor (as that term is defined in Regulation D of theSecurities Act), and in issuing the above securities to the Investors, 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 transactions not involving a public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

* to Instruction 2 to Item 601 of Regulation S-K, document not filed because essentially identical in terms and conditions to Exhibit 10.1 to the Company’s Current report on Form 8-K dated July 31, 2018 and filed with the Commission on August 6, 2018, which is incorporated herein by this reference. Material differences in those agreements are set forth above in Item 1.01 of this Current Report on Form 8-K.

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.