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

On March 18, 2016, CLS Holdings USA, Inc. (we, us, our, or
Company) entered into a Securities Purchase Agreement (the
Purchase Agreement) with Old Main Capital, LLC (Old Main),
whereby Old Main agreed to purchase an aggregate of up to
$555,555 in principal amount of original issue discount 10%
convertible promissory notes (the 10% Notes). On March 18, 2016,
we also executed an 8% convertible promissory note (the “8%
Note”) in favor of Old Main as a commitment fee for Old Main’s
agreement to provide us with an equity line financing. Finally,
on March 18, 2016, we entered into a registration rights
agreement (the “Registration Rights Agreement”) with Old Main,
whereby we agreed to register, among other things, the resale of
the shares of our common stock underlying the 10% Notes and the
8% Note (the 10% Notes, 8% Note and Registration Rights Agreement
are collectively referred to as the “Agreements”).

On October 6, 2016, we entered into an Amendment to Agreements,
which agreement (the “First Amendment”) amended the Agreements
in certain respects. to the First Amendment, among other things,
the interest rate on the 10% Notes was increased to 15% effective
August 1, 2016, the aggregate amount of 10% Notes to be issued
under the Purchase Agreement was reduced from $555,555 to
$333,333 in principal amount, we were no longer obligated to
register the resale of the shares of common stock underlying the
10% Notes and the 8% Note, the amortization schedules for the 10%
Notes and the 8% Note was deferred effective as of September 1,
2016, and Old Main was prohibited from delivering a notice of
conversion under either the 10% Notes or the 8% Note at any time
after its receipt from us of a “put notice” under the Equity
Purchase Agreement (which we entered into with Old Main on April
18, 2016) until the first trading day immediately following the
closing associated with the respective “put notice.”

On November 28, 2016, we entered into Amendment #2 to the
Convertible Promissory Notes issued on March 18, April 22 and May
27, 2016 (the “Second Amendment”) to amend the Agreements, as
amended by the First Amendment, in certain respects. to the
Second Amendment, among other things, the Notes were converted
from installment notes to “balloon” notes, with all principal
and interest on the 10% Notes due on September 18, 2017 and all
principal and interest on the 8% Note due on March 18, 2017; the
outstanding principal balances of 10% Notes were increased by
10%; the fixed conversion prices associated with the Notes were
changed to variable conversion prices equal to the lesser of the
prior fixed conversion price or 75% of the lowest VWAP in the
fifteen trading days ending on the trading day immediately prior
to the conversion date; our ability to repay the Notes with our
common stock was deleted except to a voluntary conversion by Old
Main; and Old Main was prohibited from selling, per trading day,
an amount of our common stock in excess of the greater of $5,000
or 25% of the average number of shares of common stock sold per
day for the five trading days preceding the day of sale
multiplied by the average daily VWAP during the immediately
preceding 5-trading day period.

On March 27, 2017, we entered into Amendment #3 to the
Convertible Promissory Notes issued on March 18, April 22 and May
27, 2016 (the “Third Amendment”) to further amend the
Agreements, as amended by the First Amendment and Second
Amendment, in certain respects. In the Third Amendment, which was
effective on March 18, 2017, we agreed to (i) prepay all amounts
due under the 10% Notes on or before April 1, 2017, which amount
was agreed to be $372,669.95 (the “Settlement Amount”), and
(ii) to increase the outstanding amount due under the 8% Note as
of March 18, 2017 by 5%. In exchange for doing so, Old Main
agreed to extend the maturity of the 8% Note until July 1, 2017
and to suspend conversions under the 8% Note until July 1, 2017.
If we fail to pay the Settlement Amount on or before April 1,
2017, Old Main has the right to declare the Third Amendment null
and void.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.