UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On September 10, 2024, CLS Holdings USA, Inc. closed a transaction to redeem certain unsecured debentures, shares of the Company’s common stock, and warrants to purchase the Company’s common stock held by Navy Capital Green Fund, L.P., and related entities. The Company’s Redemption Agreement with Navy Capital Green Fund and related entities redeemed unsecured debentures in aggregate original principal amount of $3,022,507 (the “Debentures”), related warrants to purchase 6,177,216 shares of the Company’s common stock (the “Warrants”), and 15,488,901 shares (the “Shares”) of the Company’s common stock (the “Redemption”). As a result of the Redemption the Company retired $2,793,282.51 in outstanding principal payable under the Debentures. The Company financed the Redemption with the proceeds of a Convertible Promissory Note in original principal amount of $2,600,000 (the “Note”). After the issuance of shares pursuant to the Note and the Redemption of the Shares, the Company’s outstanding shares of common stock increased by a net 51,694,562 shares.
Item 3.02 Unregistered Sales of Equity Securities
The Company converted the Note, in accordance with its terms, to 67,183,463 shares of the Company’s Common Stock.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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10.1 |
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10.2 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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: September 10, 2024 |
By: /s/ Andrew Glashow |
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Andrew Glashow Chairman and Chief Executive Officer |