UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On November 29, 2023, CLS Holdings USA, Inc. (the “Company”) completed a private placement of $960,000 original principal amount of Unsecured Debentures. The Unsecured Debentures bear interest at 15%, are convertible to the Company’s Common Stock, par value $0.0001 per share, at the option of the Company on or before December 6, 2023, at a conversion price of $0.0345 per share. A minimum of one year of interest is required to be converted as well. The Company intends to convert the Unsecured Debentures to shares of the Company’s Common Stock before December 6, 2023.
The Company issued the Unsecured Debentures pursuant to a private placement under Rule 506(b) of the Securities Act of 1933, as amended (the “Act”). The purchasers of the Unsecured Debentures are all accredited investors, as defined in Rule 501(a) of the Act.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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10.1 |
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10.2 |
Unsecured Debenture with FK Legacy Trust ($270,000)* |
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10.3 |
Unsecured Debenture with Ian Whitmore ($150,000)* |
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10.4 |
Unsecured Debenture with LEM Investments LLC ($270,000)* |
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10.5 |
Unsecured Debenture with Patrick Haldan ($270,000)* |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
* Pursuant to Instruction 2 to Item 601 of Regulation S-K, document not filed because essentially identical in terms and conditions to Exhibit 10.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLS HOLDINGS USA, INC. |
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Date: December 4, 2023 |
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By: /s/ Andrew Glashow |
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Andrew Glashow Chairman and Chief Executive Officer |