CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August 23, 2017, CLS Holdings USA, Inc. (the “Company”) issued convertible promissory notes to Newcan Investment Partners LLC, an entity owned by Frank Koretsky, a director of the Company, in the amounts of $621,658 and $70,000 (together, the “Koretsky Notes”), and to Jeffrey Binder, an officer and director of the Company, in the amounts of $115,050 and $72,767 (together, the “Binder Notes” and, together with the Koretsky Notes, the “Notes”), to finalize the terms of repayment with respect to certain loans made to the Company by Newcan Investment Partners LLC and Mr. Binder between January 19, 2017 and July 11, 2017, and certain compensation payable to Mr. Binder as of July 31, 2017. The Notes, which otherwise contain identical terms, are unsecured and bear interest at the rate of 10% per annum. No payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Principal will be paid in eight equal quarterly installments, together with interest accrued thereon, beginning on January 2, 2019. The Notes may be prepaid by the Company with no penalty at any time upon thirty days written notice.
The holder of each Note may, at any time prior to payment or prepayment in full, convert all principal and accrued interest thereunder, in whole or in part, into securities of the Company. For each $.25 converted, the holder will receive one share of the Company’s common stock.
The Koretsky Notes and Binder Notes are incorporated as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively, to this Report and the summary description of the terms thereof contained herein is qualified in its entirety by reference to Exhibit 10.1, 10.2, 10.3 and 10.4.
Item 9.01 Financial Statements and Exhibits.
CLS Holdings USA, Inc. ExhibitEX-10.1 2 ex10-1.htm EX-10.1 Exhibit 10.1 PROMISSORY NOTE $621,…To view the full exhibit click here
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.
