CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Files An 8-K Entry into a Material Definitive Agreement

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.

On October 9, 2017, CLS Holdings USA, Inc. (the “Company”) issued a convertible promissory note to Newcan Investment Partners LLC, an entity owned by Frank Koretsky, a director of the Company, in the amount of $29,999.50 (the “Koretsky Note”), and to Jeffrey Binder, an officer and director of the Company, in the amount of $39,520.56 (the “Binder Note” and, together with the Koretsky Note, 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 September 18, 2017 and October 2, 2017, and certain compensation payable to Mr. Binder as of August 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 January 2, 2019, 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 April 1, 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 $0.25 converted, the holder will receive one share of the Company’s common stock.

The Koretsky Note and Binder Note are incorporated as Exhibits 10.1 and 10.2, 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 and 10.2.

Item 9.01 Financial Statements and Exhibits.

CLS Holdings USA, Inc. Exhibit
EX-10.1 2 ex10-1.htm EX-10.1 Exhibit 10.1 PROMISSORY NOTE $29,…
To view the full exhibit click here


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.

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