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 Amendment of a Material Definitive Agreement
On September 18, 2024, CLS Holdings USA, Inc. (the “Company”) amended a $2.6 million principal amount convertible promissory note pursuant to which the Company issued 67,183,463 shares of Common Stock to FK Legacy Trust. The conversion of the entire $2.6 million of debt to equity was in error since it was the intention of both parties (i.e., the Company and FK Legacy) to actually convert only $2.2 million of the debt to equity rather than the entire $2.6 million. FK Legacy has since cancelled 10,335,918 of the shares it had previously received thereby resulting in an outstanding note from the Company to FK Legacy in the amount of $400,000 and the conversion of the remaining $2.2 million of debt owed to FK Legacy into 56,847,545 shares at a price $0.0387 per share. The original transaction was reported in a Company 8-K which was filed on September 10, 2024.
Item 3.02 Unregistered Sales of Equity Securities
As described above, 10,335,918 shares of the 67,183,463 shares of the Company’s Common Stock issued upon the conversion of a convertible note on August 30, 2024 (contingent on the redemption of certain debentures, warrants and other shares of the Company’s common stock reported on the Company’s Form 8-K filed September 10, 2024) are being cancelled.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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10.1 |
Amended Convertible Promissory Note made by CLS Holdings, Inc. in favor of FK Legacy Trust |
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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 23, 2024 |
By: /s/ Andrew Glashow |
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Andrew Glashow Chairman and Chief Executive Officer |