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
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(Exact name of registrant as specified in its charter)
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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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On January 2, 2024, CLS Holdings USA, Inc. (the “Company”) completed a private placement of $930,000 original principal amount of Secured Promissory Notes. The Secured Promissory Notes bear interest at 16% annually and are secured by the Company’s and its subsidiaries’ otherwise unencumbered assets permitted to be pledged by law. The Secured Promissory Notes mature on July 8, 2025.
Item 3.02 Unregistered Sales of Equity Securities
On January 2, 2024, the Company completed a private placement of $1,080,000 original principal amount of Unsecured Debentures. The Unsecured Debentures bear interest at 16% annually, are convertible to the Company’s Common Stock, par value $0.001 per share, at the option of the Company on or before January 15, 2024, at a conversion price of $0.0333 per share. The Company intends to convert the Unsecured Debentures to shares of the Company’s Common Stock before January 15, 2024.
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 Sunny Isles Management ($360,000)* |
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10.3 |
Unsecured Debenture with Ian Whitmore ($170,000)* |
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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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10.6 |
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10.7 |
Secured Promissory Note with FK Legacy Trust ($465,000)* |
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10.8 |
Secured Promissory Note with LEM Investments LLC ($465,000)* |
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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 or Exhibit 10.6, as applicable.
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: January 8, 2024 |
By: /s/ Andrew Glashow |
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Andrew Glashow Chairman and Chief Executive Officer |