CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Files An 8-K Unregistered Sales of Equity Securities

CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sale of Equity Securities.

On February 6, 2018, CLS Holdings USA, Inc. (the “Company”) conducted an initial closing on a private offering of its securities to Rule 506(c) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company is offering for sale a minimum of 800,000 units and a maximum of 4,000,000 units at a price of $1.25 per unit. Each unit consists of four shares of common stock and one warrant to purchase common stock at $0.75 per share. At the initial closing, the Company sold 870,000 units for gross proceeds of $1,087,500.

The units sold at the initial closing are restricted securities. The sale of the units was exempt from registration under the Securities Act because the units were sold in a private offering to verified accredited investors to Rule 506(c) under the Securities Act.

The offering will continue until the earlier of February 28, 2018, which date may be extended by up to 30 days in the sole discretion of the Company, or the date by which the Company sells the maximum of 4,000,000 units.


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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