UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

CLS HOLDINGS USA, INC.

(Name of Registrant as Specified in its Charter)

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

CLS Holdings USA, Inc.

11767 South Dixie Highway, Suite 115

Miami, Florida 33156

(888) 438-9132 

April __, 2019

Dear Fellow Shareholder:

You are cordially invited to our Special Meeting of Shareholders on Tuesday, June 4, 2019 at 1:00 p.m., Eastern Time, at the offices of Nelson Mullins Broad and Cassel, 2 South Biscayne Blvd., 21st Floor, Miami, FL 33131.

It is important that your shares be represented at the Special Meeting. You are welcome to attend the Special Meeting in person, but whether you do, and regardless of the number of shares you own, please vote your shares by (i) Internet, (ii) telephone, or (iii) mail in order to ensure your representation at the Special Meeting.

Matters to be covered at the Special Meeting are explained in detail in the attached Notice of Special Meeting of Shareholders and Proxy Statement.

On behalf of your Board of Directors, thank you for your continued support of and interest in CLS Holdings USA, Inc.

CLS Holdings USA, Inc.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Proposals:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL SHAREHOLDER MEETING TO BE HELD ON JUNE 4, 2019:

The Notice of Internet Availability of Proxy Materials, Notice of Meeting, Proxy Statement and 2018 Annual Report on Form 10-K are available free of charge at www.clsholdingsinc.com

 TABLE OF CONTENTS

CLS Holdings USA, Inc.

11767 South Dixie Highway, Suite 115

Miami, Florida 33156 

PROXY STATEMENT

Special Meeting of Shareholders of the Company to be held on June 4, 2019

SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT

AND THE SPECIAL MEETING

We have tried to make this document simple and easy to understand. The Securities and Exchange Commission (the “SEC”) encourages companies to use “plain English,” and we will always try to communicate with you clearly and effectively. We will refer to CLS Holdings USA, Inc. throughout as “we,” “us,” the “Company” or “CLS.”

Whether or not you plan to attend the Special Meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting.

We will also consider other business that properly comes before the Special Meeting in accordance with Nevada law and our Bylaws.

The affirmative vote of at least 66-2/3% of our issued and outstanding shares is required to approve the proposed amendment to the Company’s Amended and Restated Articles of Incorporation. For additional information, please see the discussion beginning on page 7 of this Proxy Statement.

The affirmative vote of a majority of the votes cast affirmatively or negatively by holders of shares of our common stock present in person or represented by proxy at the Special Meeting is required to approve the Adjournment Proposal. For additional information, please see the discussion beginning on page 10 of this Proxy Statement.

Our Company website address is www.clsholdingsinc.com. We use our website as a channel of distribution for important Company information. Important information, including press releases, analyst presentations and financial information regarding our Company is routinely posted on and accessible on the Investors subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investors subpage of our website.

In addition, we make available on the Investors subpage of our website (under the link “SEC Filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Articles of Incorporation and Bylaws and the charter for the Audit Committee of our Board of Directors are also available on the Investors subpage of our website (under the link “Governance”).

Information from this website is not incorporated by reference into this Proxy Statement.

Because the proposal to amend our Amended and Restated Articles of Incorporation to increase the authorized common stock is not considered a “routine” matter for stockholder consideration, the brokers will not have discretionary authority to vote your shares with respect to such matter and if you do not instruct your bank or broker how to vote your shares, no votes will be cast on your behalf with respect to such matter, which will have the same effect as a vote against the proposal. The failure to submit a proxy, or instruct a broker or other nominee to vote, as the case may be, will have no effect on the Adjournment Proposal.

We encourage you to provide instructions to your brokerage firm, bank or other nominee by voting your proxy. This action ensures your shares will be voted at the Special Meeting on all matters up for consideration.

All shares represented by properly executed proxies, unless previously revoked, will be voted at the Special Meeting as you direct.

IF YOU SIGN AND RETURN YOUR PROXY CARD BUT GIVE NO DIRECTION OR COMPLETE THE TELEPHONE OR INTERNET VOTING PROCEDURES BUT DO NOT SPECIFY HOW YOU WANT TO VOTE YOUR SHARES, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION AND “FOR” THE ADJOURNMENT PROPOSAL.

If you hold your shares in street name through a broker, bank or other nominee rather than directly in your own name, you are considered the beneficial owner of those shares, and proxy materials are being forwarded to you by your broker, bank or other nominee, together with a voting instruction card. To vote at the Special Meeting, beneficial owners will need to contact the broker, bank or other nominee that holds their shares to obtain a “legal proxy” to bring to the Special Meeting.

If you hold shares in the name of a broker, bank or other nominee you may be able to vote those shares by Internet or telephone depending on the voting procedures used by your broker, bank or other nominee, as explained below under the question “How do I vote if my shares are held in “street name” by a broker, bank or other nominee?”

No cumulative voting rights are authorized, and dissenters’ rights and rights of appraisal are not applicable to the matters being voted upon.

If your shares are held in “street name” by a broker, bank or other nominee, you must contact your broker, bank or other nominee to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the Special Meeting.

PROPOSAL 1 – PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED CAPITALIZATION

Introduction

On April __, 2019, the Board acted unanimously to adopt the proposal to amend our Amended and Restated Articles of Incorporation (the “Certificate of Incorporation”), to increase the authorized common stock, par value $0.0001 per share, from 250,000,000 shares to 750,000,000 shares (the “Increased Capitalization Charter Amendment”).  The Board is now asking you to approve the Increased Capitalization Charter Amendment. 

On April __, 2019, there were 125,814,095 shares of our common stock outstanding. In addition, an aggregate of 101,225,200 shares of common stock were reserved for issuance upon conversion or exercise of various debt and equity instruments that we have issued and upon issuance of previously granted but unissued restricted stock grants. We have also earmarked approximately 10,000,000 shares of our common stock for issuance in the event we exercise our option to acquire In Good Health, Inc. (the “IGH Option Shares”). This leaves 12,960,705 shares of common stock available for future use.

Form of the Amendment

If shareholders approve this proposal, the Company’s Amended and Restated Articles of Incorporation will be further amended to increase the number of shares of common stock the Company is authorized to issue from 250,000,000 to 750,000,000. The par value of the common stock will remain at $0.0001 per share. The amendment would amend the introductory paragraph of Article IV of our Amended and Restated Articles of Incorporation, to read in its entirety as follows:

Purpose of the Amendment

The Board believes that it is advisable to have a greater number of authorized shares of common stock available for issuance in connection with various general corporate programs and purposes.

The Board believes that having the authority to issue additional shares of common stock will enhance the business and financial flexibility of the Company and avoid the possible delays and significant expense of calling and holding an additional special meeting of shareholders to increase the authorized common shares at a later date.

The shares may be issued by the Board in its discretion, subject to any further shareholder action required in the case of any particular issuance by applicable law, regulatory agency, or under the rules of any securities exchange. However, with the exception of already outstanding rights referenced above for which reservation has been made, there is no present agreement to issue any material amount of shares, with the exception of the IGH Option Shares.

The newly authorized shares of common stock would be issuable for any proper corporate purpose, including future acquisitions, investment opportunities, capital raising transactions of equity or convertible debt securities, stock splits, stock dividends, issuance under future equity compensation plans, employee stock or incentive and savings plans or for other corporate purposes. There are no immediate plans, arrangements, commitments or understandings with respect to issuance of any of the additional shares of common stock that would be authorized by the proposed amendment.

Our Board of Directors believes that the proposed increase in authorized shares will provide sufficient additional flexibility to allow us to pursue our strategic objectives. Historically, flexibility has been critical in enabling us to pursue acquisitions to support our growth, and we anticipate that having additional flexibility would allow us to pursue similar opportunities in the future, in addition to allowing us to provide equity incentives to help attract and retain key employees.

Rights of Additional Authorized Shares

The additional authorized shares of common stock, if and when issued, would be part of the existing class of common stock and would have the same rights and privileges as the shares of common stock currently outstanding. The Company’s shareholders do not have preemptive rights with respect to its common stock. Accordingly, should the Board elect to issue additional shares of common stock, existing shareholders would not have any preferential rights to purchase the shares.

Potential Adverse Effects of the Amendment

Future issuances of capital stock or securities convertible into capital stock could have a dilutive effect on the earnings per share, book value per share, voting power and percentage interest of holdings of current shareholders. In addition, the availability of additional shares of capital stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent the Board from taking any appropriate actions not inconsistent with its fiduciary duties.

Effectiveness of the Amendment and Vote Required

If the proposed amendment is adopted, it will become effective upon the filing of a certificate of amendment to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada. See Annex A to this proxy statement for the form of the certificate. The adoption of this amendment requires the approval of the holders of 66-2/3% of our issued and outstanding shares of common stock.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE INCREASED CAPITALIZATION CHARTER AMENDMENT PROPOSAL.

PROPOSAL 2 – POSSIBLE ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES, IF NECESSARY OR APPROPRIATE

As discussed elsewhere in this proxy statement, the Company’s shareholders are being asked to vote to approve the adjournment of the Special Meeting, if necessary or appropriate, to obtain additional proxies if there are not sufficient votes to approve the Increased Capitalization Charter Amendment at the time of the Special Meeting.

If this proposal is approved, the Special Meeting could be adjourned to any date. If the Special Meeting is adjourned, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the Increased Capitalization Charter Amendment but do not indicate a choice on the Adjournment Proposal, your shares of common stock will be voted “FOR” the Adjournment Proposal.

Approval of the Adjournment Proposal requires that the number of votes properly cast for this proposal exceeds the number of votes properly cast against this proposal from holders of common stock present in person or represented by proxy at the Special Meeting.

The Company does not intend to call a vote on the Adjournment Proposal if the Increased Capitalization Charter Amendment considered at the Special Meeting has been approved at the Special Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.

STOCK OWNERSHIP

The following tables set forth information with respect to the beneficial ownership of our common stock as of April __, 2019 by (i) each shareholder known by us to be the beneficial owner of more than 5% of our shares of common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. Our only class of voting securities is our common stock. Except as described below, to our knowledge, none of the shares listed below is held under a voting trust or similar agreement. To our knowledge, there are no pending arrangements, including any pledges by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. There were 125,814,095 shares of common stock issued and outstanding on April __, 2019.

Unless otherwise indicated in the following table, the address for each person named in the tables in this Section is c/o CLS Holdings USA, Inc., 11767 S. Dixie Hwy, Suite 115, Miami, FL 33156. Pursuant to SEC rules, we have included shares of common stock that the person has the right to acquire within 60 days from April __, 2019.

Officers and Directors

* Indicates ownership of less than 1% of the outstanding shares of the Company’s common stock.

(1) Except as otherwise indicated, to our knowledge, the persons named in this table have sole voting, investment and dispositive power with respect to all shares of common stock listed. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock. Beneficial ownership does not include any shares the holder may receive upon the conversion of interest that has accrued or that will accrue in the future with respect to the convertible debentures.

(2) Includes (i) 8,717,971 shares of our common stock directly held by Mr. Binder; and (ii) 244,444 shares acquirable upon exercise of warrants that are currently exercisable.

(3) Includes (i) 703,989 shares of our common stock held directly by Mr. Lamadrid, our former Chief Financial Officer, and (ii) 25,000 shares issuable upon exercise of a warrant that is currently exercisable.

(4) Includes (i) 13,474,821 shares of our common stock directly held by Mr. Koretsky; (ii) 1,198,568 shares acquirable upon exercise of warrants that are currently exercisable; and (iii) 5,442,544 shares of our common stock held of record by Newcan. Mr. Koretsky is the beneficial owner and has voting and investment power over the securities held by Newcan.

(5) Includes (i) 500,000 restricted shares of our common stock held by Mr. Glashow which vest in two equal annual installments commencing on March 1, 2020, assuming that Mr. Glashow remains employed by us on such dates or has been removed by us prior to such vesting date or dates without cause; and (ii) 700,000 shares of our common stock held of record by Star Associates, LLC, an entity wholly owned by Mr. Glashow. Mr. Glashow is the beneficial owner of Star Associates, LLC and has voting and investment power over the securities held by Star Associates, LLC.

5% or Greater Shareholders

We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

Change in Control

We are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

OTHER MATTERS

Shareholder Nominations of Directors

Shareholders currently may nominate directors for election without consideration by the Board of Directors by complying with the eligibility, advance notice and other provisions of our Amended and Restated Certificate of Incorporation, a composite version of which was filed with the SEC as an exhibit to our Current Report on Form 8-K filed with the SEC on November 26, 2014, and is also available on our website at http://www.clsholdingsinc.com.

Shareholder Proposals for Inclusion in Proxy Materials

Pursuant to Rule 14a-8 under the Exchange Act, a shareholder proposal submitted for inclusion in our proxy statement for the 2019 Annual Meeting must be received by us by June 25, 2019. However, pursuant to such rule, if the 2019 Annual Meeting is held on a date that is before September 23, 2019 or after November 22, 2019, then a shareholder proposal submitted for inclusion in our proxy statement for the 2019 Annual Meeting must be received by us a reasonable time before we begin to print and mail our proxy statement for the 2019 Annual Meeting.

Shareholder Proposals of Other Business

Under our Amended and Restated Certificate of Incorporation, a shareholder is eligible to submit a shareholder proposal of business (other than nominations of directors or proposals properly brought pursuant to Rule 14a-8 of the Exchange Act, the procedures for which are described above) at an annual meeting if the shareholder gives timely notice thereof in writing to the Secretary of the Corporation. A shareholder’s notice must be delivered or mailed to the Secretary of the Corporation, either by personal delivery or by United States mail, postage prepaid. With respect to an annual meeting of shareholders, to be timely, notice must be received not less than 60, no more than 90 days prior to such meeting. The notice must set forth: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class, series and number of shares of stock which are beneficially owned by the shareholder, and (iv) any material interest of the shareholder in such business.

Interest of Certain Persons in Matters to be Acted Upon

Other than for any interest arising from (i) the ownership of our common stock or (ii) any officer, director, or 5% of greater stockholder’s ownership of warrants, we are not aware of any substantial interest of any director, executive officer, or associate of any of the foregoing in any matter to be acted upon at the Special Meeting.

Other Matters to be Presented for Action at the Special Meeting

Management is not aware of any other matters to be presented for action at the Special Meeting. However, if any other matter is properly presented at the Special Meeting or any adjournment thereof, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment on such matter.

BY ORDER OF THE BOARD OF DIRECTORS

ANNUAL REPORT AND FINANCIAL INFORMATION

A copy of our Annual Report on Form 10-K, and a list of all its exhibits, will be supplied without charge to any shareholder upon written request sent to our principal executive offices: CLS Holdings USA, Inc., Attention: Chief Executive Officer, 11767 South Dixie Highway, Suite 115, Miami, Florida 33156. Exhibits to the Form 10-K are available for a reasonable fee. You may also view our Annual Report on Form 10-K and its exhibits on-line at the SEC website at www.sec.gov, or via our website at www.clsholdingsinc.com.

ANNEX A

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

CLS HOLDINGS USA, INC.

2. The articles have been amended as follows: (provide article numbers, if available)

The introductory paragraph of Article IV of the Amended and Restated Articles of Incorporation is amended and restated in its entirety to read as follows:

“The aggregate number of shares of all classes of capital stock which the Corporation shall have the authority to issue is Seven Hundred and Seventy Million (770,000,000), consisting of (i) Seven Hundred Fifty Million (750,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”) and (ii) Twenty Million (20,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The designations and the preferences, limitations and relative rights of the Preferred Stock and the Common Stock of the Corporation are as follows: 

[REMAINDER OF ARTICLE IV IS NOT AFFECTED]

3. The vote by which the shareholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:

4. Effective date and time of filing: (optional)   Date:                    Time:

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

X

Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS JEFFREY BINDER AND FRANK TARANTINO, AND EACH OF THEM, AS PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, TO VOTE ALL THE SHARES OF COMMON STOCK OF CLS HOLDINGS USA, INC. HELD OF RECORD BY THE UNDERSIGNED ON APRIL 22, 2019, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 2019 AT 1:00 P.M., EASTERN TIME, OR ANY ADJOURNMENT THEREOF.

1.           To approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the authorized common stock, par value $0.0001 per share, from 250,000,000 shares to 750,000,000 shares.

☐ FOR               ☐ AGAINST             ☐ ABSTAIN

2.           To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Increased Capitalization Charter Amendment.

☐ FOR               ☐ AGAINST             ☐ ABSTAIN

The shares represented by this proxy, when properly executed, will be voted as specified by the undersigned shareholder(s). If this card contains no specific voting instructions, the shares will be voted FOR Proposal 1 and FOR Proposal 2, each as described on this card, AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ALL OTHER MATTERS, AND in their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

Please mark, sign, date and return this proxy promptly using the accompanying postage pre-paid envelope. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CLS HOLDINGS USA, INC.