CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
entered into an Omnibus Loan Amendment Agreement (the Loan
Amendment) with Jeffrey I. Binder, Frank Koretsky, Newcan
Investment Partners LLC and CLS CO 2016, LLC (collectively, the
Insiders). to the Loan Amendment, we agreed with the Insiders to
amend certain terms of loans the Insiders made to us for working
capital purposes, which loans were initially demand loans, and,
except for recent loans made in 2017, were later memorialized as
convertible loans (the Insider Loans), in exchange for the
agreement of the Insiders to convert all Insider Loans where
funds were advanced prior to January 1, 2017, which total
$2,537,750, plus $166,490 of accrued interest thereon, into an
aggregate of 10,816,960 shares of our common stock, and forego
the issuance of warrants to purchase our common stock upon
conversion. We entered into the Loan Amendment in order to ease
the debt burden on the Company and prevent it from defaulting on
the Insider Loans.
Insider Loans: (a) we reduced the conversion price on the Insider
Loans from between $0.75 and $1.07 per share of common stock to
$0.25 per share of common stock, in those cases where the
conversion price was greater than $0.25, which reduced conversion
price exceeds the closing price of the common stock during the
last three months; (b) we deleted the requirement to issue
warrants to purchase the Companys common stock upon conversion of
the Insider Loans; (c) we amended one Insider Loan to permit
conversion of only the portion of the Insider Loan related to
services that were provided to us prior to January 1, 2017; and
(d) we amended the terms of the Insider Loans where funds were
advanced on or after January 1, 2017, which Insider Loans were
not converted into our common stock, to provide for, where not
already the case, a 10% interest rate per annum, a $0.25
conversion price per share of common stock, and the deletion of
the requirement that we issue warrants to purchase our common
stock upon conversion of such Insider Loans.
are officers and/or directors of the Company, and entities that
are controlled by them.
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Exhibit No.
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Description of Exhibit
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10.1
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Omnibus Loan Amendment Agreement, dated May 31, 2017, by
and among CLS Holdings USA, Inc., Jeffrey I. Binder, Frank Koretsky, Newcan Investment Partners LLC and CLS CO 2016 LLC. |
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. CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Recent Trading Information
CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) closed its last trading session 00.000 at 0.120 with shares trading hands.