CLSH Pengajuan SEC - CLS Holdings USA, Inc.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CLS Holdings USA, Inc.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

August 14, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 CLS HOLDINGS USA, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
August 8, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 CLS HOLDINGS USA, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
June 26, 2025	15-12G	United States Securities and Exchange Commission Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-55546 CLS HOLDINGS USA, INC. (Exact name of Issuer as specified in its c
June 25, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 CLS HOLDINGS USA, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
June 25, 2025	SC 13E3/A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) CLS HOLDINGS USA, INC. (Name of the Is United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) CLS HOLDINGS USA, INC. (Name of the Issuer) CLS HOLDINGS USA, INC. AND FRANK KORETSKY (Name of Persons Filing Statement) Common Stock, par value $0.0001 (Title of Class of Securities) 1256
May 30, 2025	SC 13E3/A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CLS HOLDINGS USA, INC. (Name of the Is United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CLS HOLDINGS USA, INC. (Name of the Issuer) CLS HOLDINGS USA, INC. AND FRANK KORETSKY (Name of Persons Filing Statement) Common Stock, par value $0.0001 (Title of Class of Securities) 1256
May 30, 2025	DEF 14A	As filed with the Securities and Exchange Commission on May 30, 2025 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement As filed with the Securities and Exchange Commission on May 30, 2025 United States Securities and Exchange Commission Washington, D.
May 28, 2025	SC 13E3/A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CLS HOLDINGS USA, INC. (Name of the Is United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CLS HOLDINGS USA, INC. (Name of the Issuer) CLS HOLDINGS USA, INC. AND FRANK KORETSKY (Name of Persons Filing Statement) Common Stock, par value $0.0001 (Title of Class of Securities) 1256
May 28, 2025	PRER14A	As filed with the Securities and Exchange Commission on May 27, 2025 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A *PRELIMINARY COPY* (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT (Amendment No. 2) As filed with the Securities and Exchange Commission on May 27, 2025 United States Securities and Exchange Commission Washington, D.
May 28, 2025	EX-99.4	VALUATION & FINANCIAL ADVISORY \| INVESTMENT BANKING \| LITIGATION SUPPORT INVESTMENT BANKING PRIVATE & CONFIDENTIAL Presentation of Fairness to the Special Committee of the Board of Directors of CLS Holdings USA, Inc. April 8, 2025 VALUATION & FINANCI Exhibit 99.4 VALUATION & FINANCIAL ADVISORY \| INVESTMENT BANKING \| LITIGATION SUPPORT INVESTMENT BANKING PRIVATE & CONFIDENTIAL Presentation of Fairness to the Special Committee of the Board of Directors of CLS Holdings USA, Inc. April 8, 2025 VALUATION & FINANCIAL ADVISORY LITIGATION SUPPORT P REFACE This material has been prepared by Houlihan Capital, LLC (“Houlihan Capital”) as part of a presen
May 28, 2025	EX-99.2	SECURED PROMISSORY NOTE Exhibit 99.2 No. CLSH2025-PN SECURED PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY APPLICABLE STATE (“BLUE SKY LAWS”) OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDER
May 20, 2025	SC 13E3/A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CLS HOLDINGS USA, INC. (Name of the Is United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CLS HOLDINGS USA, INC. (Name of the Issuer) CLS HOLDINGS USA, INC. (Name of Persons Filing Statement) Common Stock, par value $0.0001 (Title of Class of Securities) 12565J308 (CUSIP Number
May 20, 2025	PRER14A	As filed with the Securities and Exchange Commission on May 20, 2025 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A *PRELIMINARY COPY* (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT (Amendment No. 1) As filed with the Securities and Exchange Commission on May 20, 2025 United States Securities and Exchange Commission Washington, D.
May 20, 2025	EX-99.2	2 Exhibit 99.2 April 8, 2025 PRIVATE & CONFIDENTIAL Ross Silver Chairman CLS Holdings USA, Inc. Special Committee of the Board of Directors c/o Brueckner Spilter Shelts PLC 8355 East Hartford Drive, Suite 200 Scottsdale, Arizona 85255 Ladies and Gentlemen: Houlihan Capital, LLC (“Houlihan Capital”) understands that CLS Holdings USA, Inc. (OTCQB:CLSH) (the “Client”, or “Company”) intends to enter int
May 1, 2025	SC 13E3	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CLS HOLDINGS USA, INC. (Name of the Issuer) CLS HOLDINGS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CLS HOLDINGS USA, INC. (Name of the Issuer) CLS HOLDINGS USA, INC. (Name of Persons Filing Statement) Common Stock, par value $0.0001 (Title of Class of Securities) 12565J308 (CUSIP Number of Class of Secur
May 1, 2025	EX-FILING FEES	Calculation of Filing Fee Tables SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) FO THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER (Form Type) CLS Holdings USA, Inc. (Exact Name of Registrant as Specified in its Charter) Table Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) FO THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER (Form Type) CLS Holdings USA, Inc.
May 1, 2025	PRE 14A	As filed with the Securities and Exchange Commission on May 1, 2025 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A *PRELIMINARY COPY* (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORM As filed with the Securities and Exchange Commission on May 1, 2025 United States Securities and Exchange Commission Washington, D.
May 1, 2025	EX-99.2	2 Exhibit 99.2 April 8, 2025 PRIVATE & CONFIDENTIAL Ross Silver Chairman CLS Holdings USA, Inc. Special Committee of the Board of Directors c/o Brueckner Spilter Shelts PLC 8355 East Hartford Drive, Suite 200 Scottsdale, Arizona 85255 Ladies and Gentlemen: Houlihan Capital, LLC (“Houlihan Capital”) understands that CLS Holdings USA, Inc. (OTCQB:CLSH) (the “Client”, or “Company”) intends to enter int
April 16, 2025	CORRESP	April 16, 2025 Shelley Detwiller DiGiacomo (602) 222-4991 [email protected] April 16, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Blake Grady and Nicholas Panos Re: CLS Holdings USA, Inc. (the “Company”) Elmer Louis Werner, III Schedule 13D filed January 3, 2025 by Elmer Louis Werner, III File No. 005-89292 D
April 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
March 3, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
March 3, 2025	EX-10.1	Secured Promissory Note to FK Legacy Trust ($125,000) Exhibit 10.1 No. CLSH2025-PN16 SECURED PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY APPLICABLE STATE (“BLUE SKY LAWS”) OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDE
January 10, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
January 8, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
December 31, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
December 31, 2024	EX-4.1	Supplemental Indenture dated December 27, 2024 to Debenture Indenture dated December 12, 2018, as supplemented on March 31, 2021, supplemented on September 15, 2022, and as supplemented on December 28, 2023 by and between the Company and Odyssey Trust Company Exhibit 4.1 THIS SUPPLEMENTAL INDENTURE dated as of December 27, 2024 BY AND AMONG: CLS HOLDINGS USA, INC., a corporation governed by the laws of the State of Nevada (the “Corporation”) AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta (the “Trustee”) WHEREAS: A. The Corporation and the Trustee executed a debenture indenture dated as of December 12, 201
November 8, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 CLS HOLDINGS USA UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission F
October 11, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as s
October 3, 2024	SC 13D	CLSH / CLS Holdings USA, Inc. / Koretsky Frank - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CLS Holdings USA, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12565J308 (CUSIP Number) Frank Koretsky, 16047 Collins Ave. Unit 503 ST, Sunny Isles Beach, Florida 33160 (732) 616-2466 (Name, Address and Telephone Number of Person Authorized to Receive N
September 24, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
September 24, 2024	EX-10.1	Amended Convertible Promissory Note made by CLS Holdings, Inc. in favor of FK Legacy Trust Exhibit 10.1 No. CLSH2024-APN9 AMENDED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY APPLICABLE STATE (“BLUE SKY LAWS”) OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION
September 23, 2024	DEF 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive
September 12, 2024	SC 13D/A	CLSH / CLS Holdings USA, Inc. / Navy Capital Green Management LLC - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No.
September 12, 2024	EX-99.1	REDEMPTION AGREEMENT EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 99.1 EXHIBIT 1 REDEMPTION AGREEMENT This REDEMPTION AGREEMENT (this “Agreement”) is made as of September 10, 2024 (the “Effective Date”), by and among Navy Capital Green Fund, LP, a Delaware limited partnership (“Green Fund”), Navy Capital Green Co-Invest Fund, LLC, a Delaware limited liability company (“Co-Invest Fund”), and Navy Capital Green Holdings II,
September 12, 2024	EX-99.2	[See attached] 18 Lafayette Place ¸ Woodmere, NY 11598 ¸ (212) 828-8436 Main ¸ (646) 536-3179 Fax DWAC Withdrawal and Shares Cancellation Form EX-99.2 3 ex992.htm EXHIBIT 99.2 Exhibit 99.2 EXHIBIT A [See attached] 18 Lafayette Place ¸ Woodmere, NY 11598 ¸ (212) 828-8436 Main ¸ (646) 536-3179 Fax DWAC Withdrawal and Shares Cancellation Form Company Name: Symbol: CUSIP No: Brokerage Firm: DTC Participant Number: Account Name: Account Number: Number of Shares Being Withdrawn: Current Shareholder: Address: SS or Tax ID Number: Telephone: E-M
September 11, 2024	EX-10.2	Convertible Promissory Note to FK Legacy Trust ($2,600,000) Exhibit 10.2 No. CLSH2024-PN9 CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY APPLICABLE STATE (“BLUE SKY LAWS”) OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) U
September 11, 2024	EX-10.1	Redemption Agreement dated September 3, 2024, by and among the Company, Navy Capital Green Fund, L.P., Navy Capital Green Co-Invest Fund, LLC, and Navy Capital Green Holdings II, LLC. Exhibit 10.1 EXECUTION COPY REDEMPTION AGREEMENT This REDEMPTION AGREEMENT (this “Agreement”) is made as of September 10, 2024 (the “Effective Date”), by and among Navy Capital Green Fund, LP, a Delaware limited partnership (“Green Fund”), Navy Capital Green Co-Invest Fund, LLC, a Delaware limited liability company (“Co-Invest Fund”), and Navy Capital Green Holdings II, LLC, a Delaware limited lia
September 11, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
August 29, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: May 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 000-55546 CLS HOLDINGS USA, INC. (Exact name o
August 29, 2024	EX-21.1	Subsidiaries of CLS Holdings USA, Inc. Exhibit 21.1 CLS HOLDINGS USA, INC. Subsidiaries CLS Labs, Inc., a Nevada corporation CLS Labs Colorado, Inc., a Florida corporation CLS Nevada, Inc., a Nevada corporation CLS Massachusetts, Inc., a Massachusetts corporation CLSCBD LLC., a Nevada limited liability company Kealii Okamalu LLC, a Nevada limited liability company Alternative Solutions, L.L.C., a Nevada limited liability company Sereni
June 14, 2024	EX-10.3	Amended Dickson Employment Agreement effective June 12, 2024, by and between the Company and Jamie Dickson Exhibit 10.3 AMENDED EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada limited liability company (hereinafter referred to as the “Company”), and Jamie Dickson (hereinafter referred to as “Executive”). WHEREAS, the Company and the Executive entered into the original Employment Agreement (“Original
June 14, 2024	EX-10.2	Golden Parachute Agreement effective June 12, 2024, by and between the Company and Andrew Glashow Exhibit 10.2 This Golden Parachute Agreement (the “Agreement”) is entered into as June 12, 2024, (the Effective Date”) by and between CLS Holdings USA, Inc., a Nevada corporation (the “Company”) and Andrew Glashow (“Employee”), the Chief Executive Officer of the Company. Company and Employee may be referred to herein as the “Parties.” This Agreement shall be attached to the Employment Agreement en
June 14, 2024	EX-10.4	Golden Parachute Agreement effective June 12, 2024, by and between the Company and Jamie Dickson Exhibit 10.4 This Golden Parachute Agreement (the “Agreement”) is entered into as June 12, 2024, (the Effective Date”) by and between CLS Holdings USA, Inc., a Nevada corporation (the “Company”) and Jamie Dickson (“Employee”), the Chief Compliance Officer of the Company. Company and Employee may be referred to herein as the “Parties.” This Agreement shall be attached to the Employment Agreement en
June 14, 2024	EX-10.1	Amended Glashow Employment Agreement effective June 12, 2024, by and between the Company and Andrew Glashow Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Employment Agreement” or “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Andrew Glashow (hereinafter referred to as “Executive”) effective June 12, 2024. Recitals WHEREAS, the Company and the Executive entered into the ori
June 14, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
May 14, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File N
May 3, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fil
April 15, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
February 26, 2024	EX-10.1	Secured Promissory Note dated February 22, 2024, made by the Company in favor of FK Legacy Trust Exhibit 10.1 No. CLSH2024-PN3 SECURED PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE ("BLUE SKY LAWS") OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDER
February 26, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
February 26, 2024	EX-10.2	Secured Promissory Note dated February 22, 2024, made by the Company in favor of Patrick Haldan Exhibit 10.2 No. CLSH2024-PN4 SECURED PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE ("BLUE SKY LAWS") OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDER
February 26, 2024	EX-10.3	Secured Promissory Note dated February 22, 2024, made by the Company in favor of LEM Investments LLC Exhibit 10.3 No. CLSH2024-PN5 SECURED PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE ("BLUE SKY LAWS") OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDER
February 26, 2024	EX-10.5	Redemption Agreement dated February 22, 2024, by and among the Company, Tribeca Investment Partners PTY LTD – Tribeca Global Natural Resources Fund and the other parties named therein Exhibit 10.5 REDEMPTION AGREEMENT This REDEMPTION AGREEMENT (this “Agreement”) is made as of February 22, 2024 (the “Effective Date”), by and among TRIBECA INVESTMENT PARTNERS PTY LTD - TRIBECA GLOBAL NATURAL RESOURCES FUND (“TGNRF”), TRIBECA INVESTMENT PARTNERS PTY LTD - TRIBECA GLOBAL NATURAL RESOURCES LIMITED (“TGF LIC”), TRIBECA INVESTMENT PARTNERS PTY LTD - TRIBECA GLOBAL NATURAL RESOURCES SE
February 26, 2024	EX-10.4	Secured Promissory Note dated February 22, 2024, made by the Company in favor of Ian Whitmore Exhibit 10.4 No. CLSH2024-PN6 SECURED PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE ("BLUE SKY LAWS") OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDER
February 15, 2024	SC 13D	CLSH / CLS Holdings USA, Inc. / Haldan Patrick Stibbs - SCHEDULE 13D Activist Investment SC 13D 1 haldanp20240215sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CLS Holdings USA Inc (Name of Issuer) Common Stock $0.0001 per value per share (Title of Class of Securities) 12565J308 (CUSIP Number) Patrick Haldan 7180 East Kierland Blvd. UNIT 1116 Scottsdale, AZ 85254 (48
February 12, 2024	SC 13D	CLSH / CLS Holdings USA, Inc. / Whitmore Ian - SCHEDULE 13D Activist Investment SC 13D 1 whitmorei20240207sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CLS Holdings USA Inc (Name of Issuer) Common Stock $0.0001 per value per share (Title of Class of Securities) 12565J308 (CUSIP Number) Ian Whitmore 4641 East Pebble Ridge Road Paradise Valley Arizona 85253 (
February 7, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission F
February 7, 2024	EX-99.1	February 6, 2024 Exhibit 99.1 February 6, 2024 City Trees Production Facility Achieves Unprecedented Milestone with Record- Breaking Sales Month Total Revenue/Sales - $1,122,296.09 Highest Sales month on Company Record for City Trees. Single Day Shipment - $287,350.00 Record for Single-Day shipment. LAS VEGAS, NV / ACCESSWIRE / February 6, 2024 / CLS Holdings USA, Inc. (OTCQB:CLSH)(CSE:CLSH) In the bustling heart
February 5, 2024	EX-10.4	Employment Agreement dated February 1, 2024 between the Company and Joseph Ramalho (incorporated by reference from Exhibit 10.4 in the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2024). (1) Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada limited liability company (hereinafter referred to as the “Company”), and Joseph Ramalho (hereinafter referred to as “Executive”). 1. Term of Employment. The initial term of this Agreement shall be for two (2) years, beginning on Febru
February 5, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission F
February 5, 2024	EX-10.2	Employment Agreement effective February 1, 2024, by and between the Company and Charlene Magee Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada limited liability company (hereinafter referred to as the “Company”), and Charlene Magee (hereinafter referred to as “Executive”). 1. Term of Employment. The initial term of this Agreement shall be for three (3) years, beginning on Feb
February 5, 2024	EX-10.1	Employment Agreement effective February 1, 2024, by and between the Company and Andrew Glashow Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Employment Agreement” or “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Andrew Glashow (hereinafter referred to as “Executive”) effective February 1, 2024. Recitals WHEREAS, the Company and the Executive entered into the
February 5, 2024	EX-10.3	Employment Agreement dated February 1, 2024 between the Company and Jamie Dickson (incorporated by reference from Exhibit 10.3 in the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2024). (1) Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada limited liability company (hereinafter referred to as the “Company”), and Jamie Dickson (hereinafter referred to as “Executive”). 1. Term of Employment. The initial term of this Agreement shall be for three (3) years, beginning on Febr
February 5, 2024	EX-10.5	CLS Holdings USA, Inc. 2024 Equity Incentive Plan Exhibit 10.5 CLS HOLDINGS USA, INC. 2024 EQUITY INCENTIVE PLAN (AS ADOPTED FEBRUARY 1, 2024) 1. Purpose of the Plan. This Plan is intended to promote the interests of the Company (as defined below) and its shareholders by providing employees of the Company, who are largely responsible for the management, growth, and protection of the business of the Company, with incentives and rewards to encourag
January 18, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission F
January 18, 2024	EX-99.1	January 16, 2024 Exhibit 99.1 January 16, 2024 CLS Holdings USA Inc. (“CLSH”) Announces Repayment of $3,875,094 in Principal Debenture Obligations LAS VEGAS, NV / ACCESSWIRE / January 16, 2024 /This Debt Retirement eliminates a total of $4,340,101 in Principal and Interest Repayment Obligations of the Company. This debt reduction was achieved through the repurchase of $3,875,094 in Principal Amount of 8% Debenture
January 11, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
January 9, 2024	8-K	Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
January 9, 2024	EX-10.6	Form of Secured Promissory Note Exhibit 10.6 No. - SECURED PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE ("BLUE SKY LAWS") OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDER THE SECURI
January 9, 2024	EX-10.1	Form of Unsecured Debenture Exhibit 10.1 No. UNSECURED DEBENTURE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE ("BLUE SKY LAWS") OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDER THE SECURITIES A
January 4, 2024	EX-4	Third Amended and Restated Convertible Debenture, dated December 29, 2023, issued to Navy Capital Green Co-Invest Fund, LLC EX-4 5 ex4.htm EXHIBIT 4 Exhibit 4 THIRD AMENDED AND RESTATED CONVERTIBLE DEBENTURE THIS CONVERTIBLE DEBENTURE IS SUBJECT TO A CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT DATED OCTOBER 25, 2018, AS AMENDED APRIL 15, 2021, AS AMENDED SEPTEMBER 15, 2022, AS AMENDED DECEMBER 29, 2023 (THE “THIRD AMENDED SUBSCRIPTION AGREEMENT”). AS DESCRIBED IN THE THIRD AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIE
January 4, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
January 4, 2024	EX-1	Third Amendment to Subscription Agreement, dated December 29, 2023, by CLS Holdings USA, Inc., in favor of Navy Capital Green Fund, LP EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT THIS THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made effective this 29th day of December, 2023 by CLS HOLDINGS USA, INC., a Nevada corporation (“Maker”) in favor of NAVY CAPITAL GREEN FUND, LP (“Purchaser”). WHEREAS, on October 22, 2018, Maker and Purchaser executed a Subscription Agreement (the “Subsc
January 4, 2024	EX-4.1	Third Amended and Restated Convertible Debenture, dated September 15, 2022, issued to Navy Capital Green Fund, LP (incorporated by reference from Exhibit 4.1 in the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024). Exhibit 4.1 THIRD AMENDED AND RESTATED CONVERTIBLE DEBENTURE THIS CONVERTIBLE DEBENTURE IS SUBJECT TO A CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT DATED OCTOBER 25, 2018, AS AMENDED APRIL 15, 2021, AS AMENDED SEPTEMBER 15, 2022, AS AMENDED DECEMBER 29, 2023 (THE “THIRD AMENDED SUBSCRIPTION AGREEMENT”). AS DESCRIBED IN THE THIRD AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HA
January 4, 2024	EX-10.1	Third Amended and Restated Subscription Agreement dated December 29, 2023, by and between the Company and Navy Capital Green Fund, LP (incorporated by reference from Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024). Exhibit 10.1 THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT THIS THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made effective this 29th day of December, 2023 by CLS HOLDINGS USA, INC., a Nevada corporation (“Maker”) in favor of NAVY CAPITAL GREEN FUND, LP (“Purchaser”). WHEREAS, on October 22, 2018, Maker and Purchaser executed a Subscription Agreement (the “Subscription Agreement”) wh
January 4, 2024	EX-2	Third Amendment to Subscription Agreement, dated December 29, 2023, by CLS Holdings USA, Inc., in favor of Navy Capital Green Co-Invest Fund, LLC EX-2 3 ex2.htm EXHIBIT 2 Exhibit 2 THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT THIS THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made effective this 29th day of December, 2023 by CLS HOLDINGS USA, INC., a Nevada corporation (“Maker”) in favor of NAVY CAPITAL GREEN CO-INVEST FUND, LLC (“Purchaser”). WHEREAS, on October 22, 2018, Maker and Purchaser executed a Subscription Agreement
January 4, 2024	EX-10.2	Third Amended and Restated Subscription Agreement dated December 29, 2023, by and between the Company and Navy Capital Green Co-Invest Fund, LP (incorporated by reference from Exhibit 10.2 in the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024). Exhibit 10.2 THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT THIS THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made effective this 29th day of December, 2023 by CLS HOLDINGS USA, INC., a Nevada corporation (“Maker”) in favor of NAVY CAPITAL GREEN CO-INVEST FUND, LLC (“Purchaser”). WHEREAS, on October 22, 2018, Maker and Purchaser executed a Subscription Agreement (the “Subscription Agr
January 4, 2024	SC 13D/A	CLSH / CLS Holdings USA, Inc. / Navy Capital Green Management LLC - SC 13D/A Activist Investment SC 13D/A 1 cls13da4.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No. 4) (Rule 13d-101) information to be included in statements filed pursuant to rules 13d-1(a) and amendments thereto filed pursuant to rule 13d-2(a)1 CLS Holdings USA, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 12565J308 (CUSIP Num
January 4, 2024	EX-3	Third Amended and Restated Convertible Debenture, dated December 29, 2023, issued to Navy Capital Green Fund, LP EX-3 4 ex3.htm EXHIBIT 3 Exhibit 3 THIRD AMENDED AND RESTATED CONVERTIBLE DEBENTURE THIS CONVERTIBLE DEBENTURE IS SUBJECT TO A CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT DATED OCTOBER 25, 2018, AS AMENDED APRIL 15, 2021, AS AMENDED SEPTEMBER 15, 2022, AS AMENDED DECEMBER 29, 2023 (THE “THIRD AMENDED SUBSCRIPTION AGREEMENT”). AS DESCRIBED IN THE THIRD AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIE
January 4, 2024	EX-4.2	Third Amended and Restated Convertible Debenture, dated December 29, 2023, issued to Navy Capital Green Co-Invest Fund, LP (incorporated by reference from Exhibit 4.2 in the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024). Exhibit 4.2 THIRD AMENDED AND RESTATED CONVERTIBLE DEBENTURE THIS CONVERTIBLE DEBENTURE IS SUBJECT TO A CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT DATED OCTOBER 25, 2018, AS AMENDED APRIL 15, 2021, AS AMENDED SEPTEMBER 15, 2022, AS AMENDED DECEMBER 29, 2023 (THE “THIRD AMENDED SUBSCRIPTION AGREEMENT”). AS DESCRIBED IN THE THIRD AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HA
January 4, 2024	EX-99.1	Joint Filing Agreement EX-99.1 7 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D/A (including amendments thereto) with regard to the shares of Common Stock of CLS Holdings USA, Inc., and further agree that th
January 2, 2024	EX-4.1	Supplemental Indenture dated December 28, 2023 to Debenture Indenture dated December 12, 2018, as supplemented on March 31, 2021, as supplemented on September 15, 2022, by and between the Company and Odyssey Trust Company (incorporated by reference from Exhibit 4.1 in the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024). Exhibit 4.1 THIS SUPPLEMENTAL INDENTURE dated as of December 28, 2023 BY AND AMONG: CLS HOLDINGS USA, INC., a corporation governed by the laws of the State of Nevada (the “Corporation”) AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta (the “Trustee”) WHEREAS: A. The Corporation and the Trustee executed a debenture indenture dated as of December 12, 201
January 2, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
January 2, 2024	EX-4.2	Notice of Amendment of Warrant Terms Exhibit 4.2 FORM 13 NOTICE OF AMENDMENT OF WARRANT TERMS Name of Listed Issuer: CLS Holdings USA, Inc. (the “Issuer”). Trading Symbol: CLSH Date: December 29, 2023 Date of Press Release announcing amendment: December 29, 2023 Closing price of underlying shares on the day prior to the announcement: C$0.065 Closing price of underlying shares at the time of issuance: N/A. The Issuer commenced trading
December 4, 2023	8-K	Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
December 4, 2023	EX-10.1	Form of Unsecured Debenture Exhibit 10.1 No. UNSECURED DEBENTURE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE ("BLUE SKY LAWS") OR FOREIGN SECURITIES LAWS AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(b) OF REGULATION D AND/OR SECTION 4(a)(2) UNDER THE SECURITIES A
December 4, 2023	EX-3.1	Certificate of Amendment. Exhibit 3.1 Filed in the Office of Business Number E0182752011-5 Filing Number 20233669385 Secretary of State State Of Nevada Filed On 12/1/2023 1:42:00 PM Number of Pages 3 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certifi
December 4, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 CLS HOLDINGS US UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
October 16, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive
October 12, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as s
October 4, 2023	EX-99.1	SHAREHOLDER PRESENTATION September 2023 (CSE: CLSH \| OTCQB: CLSH) Exhibit 99.1 SHAREHOLDER PRESENTATION September 2023 (CSE: CLSH \| OTCQB: CLSH) This document contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” as that term is deﬁned in the Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). These statements relate to, among oth
October 4, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 CLS HOLDINGS USA, UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
October 4, 2023	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: May 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 000-55546 CLS HOLDINGS USA
August 24, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: May 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 000-55546 CLS HOLDINGS USA, INC. (Exact name o
August 24, 2023	EX-21.1	Subsidiaries of CLS Holdings USA, Inc. Exhibit 21.1 CLS HOLDINGS USA, INC. Subsidiaries CLS Labs, Inc., a Nevada corporation CLS Labs Colorado, Inc., a Florida corporation CLS Nevada, Inc., a Nevada corporation CLS Massachusetts, Inc., a Massachusetts corporation CLSCBD LLC., a Nevada limited liability company Kealii Okamalu LLC, a Nevada limited liability company Alternative Solutions, L.L.C., a Nevada limited liability company Sereni
June 5, 2023	EX-10.1	Amended and Restated Unsecured Debenture dated May 31, 2023, issued to Graham Saunders in the principal amount of $250,000.00 (incorporated by reference from Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on June 5, 2023). Exhibit 10.1 No. CLSH2022-D1 AMENDED AND RESTATED UNSECURED DEBENTURE THIS DEBENTURE IS SUBJECT TO A DEBENTURE SUBSCRIPTION AGREEMENT OF EVEN DATE HEREWITH (THE "SUBSCRIPTION AGREEMENT") AND FORMS A PART OF AN OFFERING BY MAKER OF UP TO $5,500,000 USD IN AGGREGATE DEBENTURES. AS DESCRIBED IN THE SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
June 5, 2023	EX-10.4	Amended and Restated Unsecured Debenture dated May 31, 2023, issued to Tribeca Investment Partners in the principal amount of $500,000.00 (incorporated by reference from Exhibit 10.4 in the Company’s Form 8-K filed with the SEC on June 5, 2023). EX-10.4 5 ex529771.htm EXHIBIT 10.4 Exhibit 10.4 No. CLSH2022-D4 AMENDED AND RESTATED UNSECURED DEBENTURE THIS DEBENTURE IS SUBJECT TO A DEBENTURE SUBSCRIPTION AGREEMENT OF EVEN DATE HEREWITH (THE "SUBSCRIPTION AGREEMENT") AND FORMS A PART OF AN OFFERING BY MAKER OF UP TO $5,500,000 USD IN AGGREGATE DEBENTURES. AS DESCRIBED IN THE SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT
June 5, 2023	EX-10.2	Amended and Restated Unsecured Debenture dated May 31, 2023, issued to Ian Whitmore in the principal amount of $250,000.00 (incorporated by reference from Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on June 5, 2023). Exhibit 10.2 No. CLSH2022-D2 AMENDED AND RESTATED UNSECURED DEBENTURE THIS DEBENTURE IS SUBJECT TO A DEBENTURE SUBSCRIPTION AGREEMENT OF EVEN DATE HEREWITH (THE "SUBSCRIPTION AGREEMENT") AND FORMS A PART OF AN OFFERING BY MAKER OF UP TO $5,500,000 USD IN AGGREGATE DEBENTURES. AS DESCRIBED IN THE SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HA VE NOT BEEN REGISTERED UNDER THE SECURITIE
June 5, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
June 5, 2023	EX-10.3	Amended and Restated Unsecured Debenture dated May 31, 2023, issued to Tribeca Investment Partners in the principal amount of $500,000.00 (incorporated by reference from Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on June 5, 2023). Exhibit 10.3 No. CLSH2022-D3 AMENDED AND RESTATED UNSECURED DEBENTURE THIS DEBENTURE IS SUBJECT TO A DEBENTURE SUBSCRIPTION AGREEMENT OF EVEN DATE HEREWITH (THE "SUBSCRIPTION AGREEMENT") AND FORMS A PART OF AN OFFERING BY MAKER OF UP TO $5,500,000 USD IN AGGREGATE DEBENTURES. AS DESCRIBED IN THE SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
June 5, 2023	EX-10.5	Amended and Restated Unsecured Debenture dated May 31, 2023, issued to Tribeca Investment Partners in the principal amount of $500,000.00 (incorporated by reference from Exhibit 10.5 in the Company’s Form 8-K filed with the SEC on June 5, 2023). Exhibit 10.5 No. CLSH2022-D5 AMENDED AND RESTATED UNSECURED DEBENTURE THIS DEBENTURE IS SUBJECT TO A DEBENTURE SUBSCRIPTION AGREEMENT OF EVEN DATE HEREWITH (THE "SUBSCRIPTION AGREEMENT") AND FORMS A PART OF AN OFFERING BY MAKER OF UP TO $5,500,000 USD IN AGGREGATE DEBENTURES. AS DESCRIBED IN THE SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
June 5, 2023	EX-10.6	Amended and Restated Unsecured Debenture dated May 31, 2023, issued to Navy Capital Green Fund LP in the principal amount of $500,000.00 (incorporated by reference from Exhibit 10.6 in the Company’s Form 8-K filed with the SEC on June 5, 2023). Exhibit 10.6 No. CLSH2022-D6 AMENDED AND RESTATED UNSECURED DEBENTURE THIS DEBENTURE IS SUBJECT TO A DEBENTURE SUBSCRIPTION AGREEMENT OF EVEN DATE HEREWITH (THE "SUBSCRIPTION AGREEMENT") AND FORMS A PART OF AN OFFERING BY MAKER OF UP TO $5,500,000 USD IN AGGREGATE DEBENTURES. AS DESCRIBED IN THE SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
April 13, 2023	EX-10.1	Text of public announcement issued April 10, 2023 (incorporated by reference from Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on April 13, 2023). Exhibit 10.1 Forward Looking Statements This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 (collectively, the “forward-looking statements”). These statements relate to, among other things, the expected devel
April 13, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 CLS HOLDINGS USA, UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fil
April 10, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
March 7, 2023	EX-10.1	Employment Agreement dated March 1, 2023 between CLS Holdings USA Inc. and Andrew Glashow Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Employment Agreement” or “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Andrew Glashow (hereinafter referred to as “Executive”). Recitals WHEREAS, the Company and the Executive entered into the original Employment Agreeme
March 7, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 CLS HOLDINGS USA, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
January 17, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission F
January 17, 2023	EX-99.1	CLSH Shareholder Update Script January 13, 2023 CAUTIONARY STATEMENT Exhibit 99.1 CLSH Shareholder Update Script January 13, 2023 CAUTIONARY STATEMENT The presentation that you are about to see, along with the commentary from the CEO, Andrew Glashow, will contain what are referred to as “forward looking statements.” Such statements relate to, among other things, the Company’s estimates regarding revenue growth and gross margins of our Nevada wholesale and retail op
January 12, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission F
January 12, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
November 22, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
October 13, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as s
October 3, 2022	SC 13D/A	CLSH / CLS Holdings USA Inc / Navy Capital Green Management LLC - SC 13D/A Activist Investment SC 13D/A 1 cls13da3.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No. 3) (Rule 13d-101) information to be included in statements filed pursuant to rules 13d-1(a) and amendments thereto filed pursuant to rule 13d-2(a)1 CLS Holdings USA, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 12565J308 (CUSIP Num
October 3, 2022	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D/A (including amendments thereto) with regard to the shares of Common Stock of CLS Holdings USA, Inc., and further agree that this Joint Filing Agreement be incl
September 30, 2022	DEFA14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive
September 30, 2022	DEF 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEF 14A 1 cls20220929def14a.htm FORM DEF 14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (a
September 21, 2022	EX-10.2	Second Amendment to Subscription Agreement dated September 15, 2021, by CLS Holdings USA, Inc. in favor of Navy Capital Green Co-Invest Fund, LP (incorporated by reference from Exhibit 10.2 in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2022). Exhibit 10.2 SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT THIS SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT (the ?Amendment?) is made effective this 15th day of September, 2022 by CLS HOLDINGS USA, INC., a Nevada corporation (?Maker?) in favor of NAVY CAPITAL GREEN CO-INVEST FUND, LLC (?Purchaser?). WHEREAS, on October 22, 2018, Maker and Purchaser executed a Subscription Agreement (the ?Subscription
September 21, 2022	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
September 21, 2022	EX-3.1	Certificate of Change filed September 19, 2022 effective September 21, 2022 (incorporated by reference from Exhibit 3.1 in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2022). Exhibit 3.1 STATE OF NEVADA BARBARA K. CEGAVSKE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings OFFICE OF THE SECRETA
September 21, 2022	EX-4.1	Supplemental Indenture dated September 15, 2022 to Debenture Indenture dated December 12, 2018, as supplemented on March 31, 2021, by and between the Company and Odyssey Trust Company (incorporated by reference from Exhibit 4.1 in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2022). Exhibit 4.1 THIS SUPPLEMENTAL INDENTURE dated as of September 15, 2022 BY AND AMONG: CLS HOLDINGS USA, INC., a corporation governed by the laws of the State of Nevada (the ?Corporation?) AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta (the ?Trustee?) WHEREAS: A. The Corporation and the Trustee executed a debenture indenture (the ?Indenture?) dated as
September 21, 2022	EX-10.4	Second Amended and Restated Convertible Debenture, dated September 15, 2022, issued to Navy Capital Green Co-Invest Fund, LP (incorporated by reference from Exhibit 10.4 in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2022). Exhibit 10.4 SECOND AMENDED AND RESTATED CONVERTIBLE DEBENTURE AS DESCRIBED IN THE AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS (?BLUE SKY LAWS?). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY
September 21, 2022	EX-10.1	Second Amendment to Subscription Agreement dated September 15, 2021, by CLS Holdings USA, Inc. in favor of Navy Capital Green Fund, LP (incorporated by reference from Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2022). Exhibit 10.1 SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT THIS SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT (the ?Amendment?) is made effective this 15th day of September, 2022 by CLS HOLDINGS USA, INC., a Nevada corporation (?Maker?) in favor of NAVY CAPITAL GREEN FUND, LP (?Purchaser?). WHEREAS, on October 22, 2018, Maker and Purchaser executed a Subscription Agreement (the ?Subscription Agreement?)
September 21, 2022	EX-4.2	Supplemental Indenture dated September 15, 2022 to Warrant Indenture dated December 12, 2018, as supplemented on March 31, 2021, by and between the Company and Odyssey Trust Company Exhibit 4.2 THIS SUPPLEMENTAL INDENTURE dated as of September 15, 2022 BY AND AMONG: CLS HOLDINGS, USA INC., a corporation existing under the laws of the State of Nevada (the ?Corporation?) AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta (the ?Warrant Agent?) WHEREAS: A. The Corporation and the Warrant Agent executed a warrant indenture dated as of De
September 21, 2022	EX-10.5	Form of Warrant (incorporated by reference from Exhibit 10.5 in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2022). Exhibit 10.5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IN ITS RE
September 21, 2022	EX-10.3	Second Amended and Restated Convertible Debenture, dated September 15, 2022, issued to Navy Capital Green Fund, LP (incorporated by reference from Exhibit 10.3 in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2022). Exhibit 10.3 SECOND AMENDED AND RESTATED CONVERTIBLE DEBENTURE AS DESCRIBED IN THE AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS (?BLUE SKY LAWS?). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY
September 8, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
September 8, 2022	EX-99.1	Investor Presentation dated September 2022 Exhibit 99.1
August 25, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: May 31, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 000-55546 CLS HOLDINGS USA, INC. (Exact name o
August 25, 2022	EX-10.26D	Third Amendment dated August 17, 2022 to Employment Agreement dated June 6, 2019 between Alternative Solutions, LLC and Charlene Soco (incorporated by reference from Exhibit 10.26D in the Company’s Annual Report on Form 10-K filed with the SEC on August 25, 2022). Exhibit 10.26D THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment to Employment Agreement for employee Charlene Soco (hereinafter referred to as the ?Third Amendment to Employment Agreement?) is entered into this 17th day of August 2022 by and among Alternative Solutions, LLC, a Nevada limited liability company (?Alternative Solutions?), CLS Holdings USA, Inc., a Nevada corporation (?CLS
August 25, 2022	EX-3.5	Amended and Restated Bylaws of CLS Holdings USA, Inc. (incorporated by reference from Exhibit 3.5 in the Company’s Annual Report on Form 10-K filed with the SEC on August 25, 2022). Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF CLS HOLDINGS USA, INC. ARTICLE I. OFFICES Section 1.1. REGISTERED OFFICE ? The registered office of the Corporation shall be in the Consolidated Municipality of Carson City, State of Nevada. Section 1.2. OTHER OFFICES ? The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from
August 25, 2022	EX-3.3	Certificate of Amendment to Amended and Restated Articles of Incorporation of CLS Holdings USA, Inc. (incorporated by reference from Exhibit 3.3 in the Company’s Annual Report on Form 10-K filed with the SEC on August 25, 2022). Exhibit 3.3 BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701-4201 Telephone (775) 684-5708 Fax (775) 684-7138 Certified Copy June 7, 2019 Job Number: C20190607-0823 Reference Number: 00011350968-33 Expedite: Through Date: The
August 25, 2022	EX-10.21	Right to Use Land Agreement effective May 17, 2022 between DeWayne Brown and CLS Nevada, Inc. (incorporated by reference from Exhibit 10.21 in the Company’s Annual Report on Form 10-K filed with the SEC on August 25, 2022). Exhibit 10.21 RIGHT TO USE LAND AGREEMENT This Right to Use Land Agreement (the ?Agreement?) is entered into effective May 17, 2022 between DeWayne Brown (?Brown?) and CLS Nevada, Inc., a Nevada corporation (?CLS?). Through this Agreement and as detailed below, Brown grants to CLS the exclusive use of Land Assignment No. 52 consisting of approximately 19.36 acres (the ?Parcel?) effective immediate
August 25, 2022	EX-21.1	Subsidiaries of CLS Holdings USA, Inc. Exhibit 21.1 CLS HOLDINGS USA, INC. Subsidiaries CLS Labs, Inc., a Nevada corporation CLS Labs Colorado, Inc., a Florida corporation CLS Nevada, Inc., a Nevada corporation CLS Massachusetts, Inc., a Massachusetts corporation CLS Rhode Island, Inc., a Florida corporation Cannabis Life Sciences Consulting, LLC, a Florida limited liability company Alternative Solutions, L.L.C., a Nevada limited liabi
August 25, 2022	EX-4.4	Description of Registrant’s Securities (incorporated by reference from Exhibit 4.4 in the Company’s Annual Report on Form 10-K filed with the SEC on August 25, 2022). Exhibit 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of capital stock of CLS Holdings USA, Inc. (the ?Company,? ?we,? ?us,? or ?our?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s Amended and Restated Articles of Incor
August 22, 2022	EX-10.1	Third Amendment to Employment Agreement, dated August 16, 2022, by and between CLS Holdings USA, Inc. and Andrew Glashow Exhibit 10.1 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment to Employment Agreement (hereinafter referred to as the ?Third Amendment?) is entered into by and between CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the ?Company?), and Andrew Glashow (hereinafter referred to as ?Executive?). WHEREAS, the Company and the Executive entered into an Employment Agre
August 22, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
August 18, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
August 18, 2022	EX-99.1	CLS Holdings USA, Inc. Announces Proposed Amendments to Convertible Debentures and Underlying Warrants Exhibit 99.1 CLS Holdings USA, Inc. Announces Proposed Amendments to Convertible Debentures and Underlying Warrants LAS VEGAS, NV August 18, 2022 - CLS Holdings USA, Inc. (OTCQB: CLSH) (CSE: CLSH), the ??Company?? or ??CLS??, a diversified cannabis company operating as Cannabis Life Sciences, today announced that a meeting (the ?Meeting?) of holders (the ?Debentureholders?) of the 8.0% unsecured c
June 7, 2022	RW	CLS HOLDINGS USA, INC. 11767 South Dixie Highway, Suite 115 Miami, Florida 33156 June 7, 2022 CLS HOLDINGS USA, INC. 11767 South Dixie Highway, Suite 115 Miami, Florida 33156 June 7, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Katherine Bagley Re: CLS Holdings USA, Inc. Registration Statement on Form S-1 (File No. 333-254474) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities A
May 27, 2022	CORRESP	CLS HOLDINGS USA, INC. 11767 South Dixie Highway, Suite 115 Miami, Florida 33156 May 27, 2022 CLS HOLDINGS USA, INC. 11767 South Dixie Highway, Suite 115 Miami, Florida 33156 May 27, 2022 Mr. Daniel Morris United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, NE, Mail Stop 3561 Washington, D.C. 20549 Re: CLS Holdings USA, Inc. Registration Statement on Form S-1 (File No. 333-264214) Dear Mr. Morris: On behalf of CLS Holdi
May 23, 2022	EX-10.25C	Clarification to Second Amendment to Employment Agreement for Employee Charlene Soco dated May 19, 2022 by and among Alternative Solutions, LLC, CLS Holdings, USA, Inc., and Charlene Soco (incorporated by reference from Exhibit 10.25.C in the Company’s Registration Statement on Form S-1/A, File No. 333-264214, filed with the SEC on May 23, 2022). Exhibit 10.25.C CLARIFICATION TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT FOR EMPLOYEE CHARLENE SOCO This Clarification to Second Amendment to Employment Agreement for employee Charlene Soco (hereinafter referred to as the ?Clarification to Second Amendment?) is entered into this 19th day of May, 2022 by and among Alternative Solutions, LLC, a Nevada limited liability company (?Alternative Solutio
May 23, 2022	S-1/A	As filed with the Securities and Exchange Commission on May 23, 2022 As filed with the Securities and Exchange Commission on May 23, 2022 Registration No.
May 23, 2022	EX-10.25B	Second Amendment dated February 4, 2022 to Employment Agreement dated June 6, 2019 between Alternative Solutions, LLC and Charlene Soco (incorporated by reference from Exhibit 10.25.B in the Company’s Registration Statement on Form S-1/A, File No. 333-264214, filed with the SEC on May 23, 2022). Exhibit 10.25.B February 04, 2022 Second Amendment to Employment Agreement for employee Charlene Soco. CLS Holdings USA, Inc. grants 50,000 shares of common stock, in total, to Charlene Soco effective February 14, 2022. Effective February 04, 2022, Charlene Soco?s salary will increase from $117,500.00 annually to $137,500.00 annually. This annual salary amount will be locked in for one (1) year fr
May 23, 2022	EX-10.25A	First Amendment dated October 27, 2021 to Employment Agreement dated June 6, 2019 between Alternative Solutions, LLC and Charlene Soco (incorporated by reference from Exhibit 10.25.A in the Company’s Registration Statement on Form S-1/A, File No. 333-264214, filed with the SEC on May 23, 2022). Exhibit 10.25.A October 27, 2021 Amendment to Employment Agreement ? Charlene Soco CLS Holdings USA, Inc. granted 50,000 in common stock to Charlene Soco effective Nov 1, 2021. Effective November 1, 2021, Charlene Soco?s salary will increase to $117,500 annually per Andrew Glashow. An extension of the Employment Agreement review date is updated to November 1, 2022 and is up for consideration withi
May 23, 2022	EX-10.25	Employment Agreement dated June 6, 2019 between Alternative Solutions, LLC and Charlene Soco (incorporated by reference from Exhibit 10.25 in the Company’s Registration Statement on Form S-1/A, File No. 333-264214, filed with the SEC on May 23, 2022). EX-10.25 3 ex378280.htm EXHIBIT 10.25 Exhibit 10.25 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between Alternative Solutions, LLC, a Nevada limited liability company (hereinafter referred to as the “Company”), and Charlene Marjorie Soco (hereinafter referred to as “Executive”). 1. Term of Employment. The initial term of this Agree
May 11, 2022	EX-99.1	Investor Presentation dated May 2022 Exhibit 99.1
May 11, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
April 28, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fil
April 28, 2022	EX-10.2	Second Amendment to Employment Agreement, dated April 25, 2022 but effective May 1, 2022, by and between CLS Holdings USA, Inc. and Andrew Glashow (incorporated by reference from Exhibit 10.2 in the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2022) (1). Exhibit 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (hereinafter referred to as the ?Second Amendment?) is entered into by and between CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the ?Company?), and Andrew Glashow (hereinafter referred to as ?Executive?). WHEREAS, the Company and the Executive entered into an Employment A
April 28, 2022	EX-10.1	Second Amendment to Employment Agreement, dated April 25, 2022 but effective May 1, 2022, by and between CLS Holdings USA, Inc. and Jeffrey I. Binder (incorporated by reference from Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2022) (1). Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (hereinafter referred to as the ?Second Amendment?) is entered into by and among, CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the ?Company?), and Jeffrey I. Binder (hereinafter referred to as ?Executive?). WHEREAS, CLS Labs, Inc., a Nevada corporation and a wholly owned
April 14, 2022	EX-99.2	CLS Holdings USA, Inc to Host Q3, 2022 Financial Results on April 14, 2022 Exhibit 99.2 CLS Holdings USA, Inc to Host Q3, 2022 Financial Results on April 14, 2022 LAS VEGAS, April 5, 2022 (GLOBE NEWSWIRE) ?- CLS Holdings USA, Inc. (OTCQB:CLSH) (CSE:CLSH), the ?Company? or ?CLS?, a diversified cannabis company operating as Cannabis Life Sciences, will host a webcast on Thursday, April 14, 2022 at 5 p.m. ET to discuss the Company's financial highlights for its third quarte
April 14, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fil
April 14, 2022	EX-99.1	Investor Presentation dated April 2022 Exhibit 99.1
April 14, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
April 8, 2022	EX-FILING FEES	Filing Fees Exhibit Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) CLS HOLDINGS USA, INC.
April 8, 2022	EX-10.23	Form of Debenture issued in connection with the November 2021 Debenture Offering (incorporated by reference from Exhibit 10.23 in the Company’s Registration Statement on Form S-1, File No. 333-264214, filed with the SEC on April 8, 2022). Exhibit 10.23 No. UNSECURED DEBENTURE THIS DEBENTURE IS SUBJECT TO A DEBENTURE SUBSCRIPTION AGREEMENT OF EVEN DATE HEREWITH (THE ?SUBSCRIPTION AGREEMENT?) AND FORMS A PART OF AN OFFERING BY MAKER OF UP TO $5,500,000 USD IN AGGREGATE DEBENTURES. AS DESCRIBED IN THE SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?SECUR
April 8, 2022	EX-10.24	Form of Warrant issued in connection with the November 2021 Debenture Offering (incorporated by reference from Exhibit 10.24 in the Company’s Registration Statement on Form S-1, File No. 333-264214, filed with the SEC on April 8, 2022). EX-10.24 3 ex356492.htm EXHIBIT 10.24 Exhibit 10.24 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND
April 8, 2022	S-1	As filed with the Securities and Exchange Commission on April 8, 2022 As filed with the Securities and Exchange Commission on April 8, 2022 Registration No.
March 16, 2022	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2022 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
February 14, 2022	SC 13G/A	CLSH / CLS Holdings USA Inc / SWANSON TODD V - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CLS Holdings USA, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 12565J100 (CUSIP Number) Henry Lichtenberger, Esq. Sklar Williams PLLC 410 South Rampart Boulevard, Suite 410 Las Vegas, Nevada 89145 (Name,
January 12, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2021 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
November 22, 2021	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
October 26, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 2054 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
October 26, 2021	EX-10.1	Management Services Agreement dated October 20, 2021, by and among Kealii Okamalu, LLC, CSI Health MCD LLC, and the Fort McDermitt Cannabis Commission (incorporated by reference from Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on October 26, 2021). Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant treats as private or confidential. MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (?Agreement?) is entered into as of the 20th day of October 2021 (?Effective Date?) by and among Kealii
October 12, 2021	EX-99.1	A Positive Outlook : CLS Holdings USA, Inc. Reports Its First Ever Profitable Quarter with latest 10Q Results Exhibit 99.1 A Positive Outlook : CLS Holdings USA, Inc. Reports Its First Ever Profitable Quarter with latest 10Q Results LAS VEGAS, NV October 12, 2021 - CLS Holdings USA, Inc. (OTCQB: CLSH) (CSE: CLSH), the ''Company'' or ''CLS'', a diversified cannabis company operating as Cannabis Life Sciences, today announced its operational and financial results for the first quarter of fiscal 2022, ended
October 12, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission F
October 12, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2021 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as s
September 29, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
September 29, 2021	EX-99.1	Investor Presentation dated September 2021 Exhibit 99.1
September 28, 2021	DEFA14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive
September 28, 2021	DEF 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive
August 30, 2021	EX-21.1	Subsidiaries of CLS Holdings USA, Inc. (incorporated by reference from Exhibit 21.1 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 filed with the SEC on August 30, 2021). Exhibit 21.1 CLS HOLDINGS USA, INC. Subsidiaries CLS Labs, Inc., a Nevada corporation CLS Labs Colorado, Inc., a Florida corporation CLS Investments, Inc., a Nevada corporation CLS Massachusetts, Inc., a Massachusetts corporation CLS Nevada, Inc., a Nevada corporation CLS Rhode Island, Inc., a Florida corporation Cannabis Life Sciences Consulting, LLC, a Florida limited liability company Alternati
August 30, 2021	EX-10.30A	Third Amendment dated June 9, 2020 to Standard Industrial/Commercial Single-Tenant Lease by and between SFC Leasing, LP and Serenity Wellness Growers, LLC dated December 3, 2015, as amended (incorporated by reference from Exhibit 10.30.A in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 filed wit the SEC on August 30, 2021). Exhibit 10.30A Third Amendment to STANDARD INDUSTRIAL / COMMERCIAL SINGLE-TENANT LEASE - NET This Third Amendment to Standard Industrial / Commercial Single Tenant Lease ? Net (the ?Third Amendment?) is made June 9, 2020 by and between SFC Leasing, LP, a California limited partnership (?Lessor?) and Serenity Wellness Growers, LLC, a Nevada limited liability company (?Lessee?). RECITALS Lessor and
August 30, 2021	EX-4.6	Description of Registrant’s Securities (incorporated by reference from Exhibit 4.6 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 filed with the SEC on August 30, 2021). Exhibit 4.6 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of capital stock of CLS Holdings USA, Inc. (the ?Company,? ?we,? ?us,? or ?our?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s Amended and Restated Articles of Incor
August 30, 2021	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: May 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 000-55546 CLS HOLDINGS USA, INC. (Exact name o
August 9, 2021	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D/A (including amendments thereto) with regard to the shares of Common Stock of CLS Holdings USA, Inc., and further agree that this Joint Filing Agreement be incl
August 9, 2021	SC 13D/A	CLSH / CLS Holdings USA Inc / Navy Capital Green Management LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No.
July 15, 2021	424B3	CLS HOLDINGS USA, INC. 31,148,358 shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-256989 CLS HOLDINGS USA, INC. 31,148,358 shares of Common Stock This Prospectus (this ?Prospectus?) relates to up to 31,148,358 shares of common stock, par value $0.0001 (the ?Common Stock?), of CLS Holdings USA, Inc., a Nevada corporation (the ?Company?), that may be offered for sale by the selling stockholders identified in this Pr
July 13, 2021	CORRESP	CLS HOLDINGS USA, INC. 11767 South Dixie Highway, Suite 115 Miami, Florida 33156 July 13, 2021 CLS HOLDINGS USA, INC. 11767 South Dixie Highway, Suite 115 Miami, Florida 33156 July 13, 2021 Mr. Scott Anderegg United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, NE, Mail Stop 3561 Washington, D.C. 20549 Re: CLS Holdings USA, Inc. Registration Statement on Form S-1 (File No. 333-256989) Dear Mr. Anderegg: On behalf of CLS H
July 13, 2021	S-1/A	As filed with the Securities and Exchange Commission on July 13 , 2021 As filed with the Securities and Exchange Commission on July 13 , 2021 Registration No.
June 17, 2021	EX-10.1	Secured Promissory Note, dated June 11, 2021, issued by In Good Health Inc. in favor of CLS Holdings USA, Inc. in the original principal amount of $3,000,000 (incorporated by reference from Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on June 17, 2021). Exhibit 10.1 SECURED PROMISSORY NOTE $3,000,000.00 June 11, 2021 For value received, the undersigned, IN GOOD HEALTH, INC. a Massachusetts for-profit corporation (the ?Maker?), hereby promises to pay to the order of CLS HOLDINGS USA, INC., a Nevada corporation (the ?Holder?), in immediately available funds, at 11767 S. Dixie Highway, Suite 115, Miami, Florida 33156 (or such other place(s) as Holde
June 17, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
June 10, 2021	S-1	As filed with the Securities and Exchange Commission on June 10, 2021 As filed with the Securities and Exchange Commission on June 10, 2021 Registration No.
May 27, 2021	EX-99.7	AMENDED AND RESTATED CONVERTIBLE DEBENTURE EXHIBIT 99.7 AMENDED AND RESTATED CONVERTIBLE DEBENTURE ? AS DESCRIBED IN THE AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS (?BLUE SKY LAWS?). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE
May 27, 2021	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D/A (including amendments thereto) with regard to the shares of Common Stock of CLS Holdings USA, Inc., and further agree that this Joint Filing Agreement be incl
May 27, 2021	SC 13D/A	CLSH / CLS Holdings USA Inc / Navy Capital Green Management LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No.
May 11, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
May 11, 2021	EX-99.1	Investor Presentation dated May 2021 Exhibit 99.1
April 21, 2021	EX-10.4	Amended and Restated Convertible Debenture dated April 15, 2021, issued to Navy Capital Green Fund, LP in the principal amount of $1,126,114 (incorporated by reference from Exhibit 10.4 in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021). Exhibit 10.4 AMENDED AND RESTATED CONVERTIBLE DEBENTURE AS DESCRIBED IN THE AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS (?BLUE SKY LAWS?). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SK
April 21, 2021	EX-10.3	First Amendment to Subscription Agreement dated April 19, 2021, by CLS Holdings USA, Inc. in favor of Darling Capital, LLC (incorporated by reference from Exhibit 10.3 in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021). EX-10.3 4 ex242504.htm EXHIBIT 10.3 Exhibit 10.3 FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made this 19th day of April, 2021 by CLS HOLDINGS USA, INC., a Nevada corporation (“Maker”) in favor of Darling Capital, LLC (“Purchaser”). WHEREAS, on October 25, 2018, Maker and Purchaser executed a Subscription Agreement (the “Subscriptio
April 21, 2021	EX-10.2	First Amendment to Subscription Agreement dated April 15, 2021, by CLS Holdings USA, Inc. in favor of Navy Capital Green Co-Invest Fund, LLC (incorporated by reference from Exhibit 10.2 in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021). Exhibit 10.2 FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (the ?Amendment?) is made this 15th day of April, 2021 by CLS HOLDINGS USA, INC., a Nevada corporation (?Maker?) in favor of NAVY CAPITAL GREEN CO-INVEST FUND, LLC (?Purchaser?). WHEREAS, on October 22, 2018, Maker and Purchaser executed a Subscription Agreement (the ?Subscription Agreement?) wher
April 21, 2021	EX-10.1	First Amendment to Subscription Agreement dated April 15, 2021, by CLS Holdings USA, Inc. in favor of Navy Capital Green Fund, LP (incorporated by reference from Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021). Exhibit 10.1 FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (the ?Amendment?) is made this 15th day of April, 2021 by CLS HOLDINGS USA, INC., a Nevada corporation (?Maker?) in favor of NAVY CAPITAL GREEN FUND, LP (?Purchaser?). WHEREAS, on October 22, 2018, Maker and Purchaser executed a Subscription Agreement (the ?Subscription Agreement?) whereby Purchas
April 21, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 cls202104218k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction
April 21, 2021	EX-10.6	Amended and Restated Convertible Debenture dated April 19, 2021, issued to Darling Capital, LLC in the principal amount of $599,101 (incorporated by reference from Exhibit 10.6 in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021). Exhibit 10.6 AMENDED AND RESTATED CONVERTIBLE DEBENTURE AS DESCRIBED IN THE AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS (?BLUE SKY LAWS?). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SK
April 21, 2021	EX-10.5	Amended and Restated Convertible Debenture dated April 15, 2021, issued to Navy Capital Green Co-Invest Fund, LLC in the principal amount of $4,504,457 (incorporated by reference from Exhibit 10.5 in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021). Exhibit 10.5 AMENDED AND RESTATED CONVERTIBLE DEBENTURE AS DESCRIBED IN THE AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS (?BLUE SKY LAWS?). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SK
April 21, 2021	EX-10.7	Form of Warrant (incorporated by reference from Exhibit 10.7 in the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021). Exhibit 10.7 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IN ITS RE
April 14, 2021	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
April 8, 2021	424B3	CLS HOLDINGS USA, INC. SUPPLEMENT NO. 2 DATED APRIL 8, 2021 TO THE PROSPECTUS DATED APRIL 15, 2019 Filed pursuant to Rule 424(b)(3) Registration No. 333-230576 PROSPECTUS SUPPLEMENT (To Prospectus dated April 15, 2019) CLS HOLDINGS USA, INC. SUPPLEMENT NO. 2 DATED APRIL 8, 2021 TO THE PROSPECTUS DATED APRIL 15, 2019 This document (this ?Supplement?) supplements, and should be read in conjunction with, the prospectus of CLS Holdings USA, Inc. dated April 15, 2019 (the ?Prospectus?). This Supplem
March 31, 2021	424B3	CLS HOLDINGS USA, INC. SUPPLEMENT NO. 1 DATED MARCH 31, 2021 TO THE PROSPECTUS DATED APRIL 15, 2019 Filed pursuant to Rule 424(b)(3) Registration No. 333-230576 PROSPECTUS SUPPLEMENT (To Prospectus dated April 15, 2019) CLS HOLDINGS USA, INC. SUPPLEMENT NO. 1 DATED MARCH 31, 2021 TO THE PROSPECTUS DATED APRIL 15, 2019 This document (this ?Supplement?) supplements, and should be read in conjunction with, the prospectus of CLS Holdings USA, Inc. dated April 15, 2019 (the ?Prospectus?). Unless othe
March 31, 2021	EX-4.1	Supplemental Indenture dated March 31, 2021 to Debenture Indenture dated December 12, 2018 by and between the Company and Odyssey Trust Company (incorporated by reference from Exhibit 4.1 in the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2021). Exhibit 4.1 THIS SUPPLEMENTAL INDENTURE dated as of March 31, 2021 BY AND AMONG: CLS HOLDINGS USA, INC., a corporation governed by the laws of the State of Nevada (the ?Corporation?) AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta (the ?Trustee?) WHEREAS: A. The Corporation and the Trustee executed a debenture indenture (the ?Indenture?) dated as of D
March 31, 2021	EX-4.2	Supplemental Indenture dated March 31, 2021 to Warrant Indenture dated December 12, 2018 by and between the Company and Odyssey Trust Company (incorporated by reference from Exhibit 4.2 in the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2021). Exhibit 4.2 THIS SUPPLEMENTAL INDENTURE dated as of March 31, 2021 BY AND AMONG: CLS HOLDINGS, USA INC., a corporation existing under the laws of the State of Nevada (the ?Corporation?) AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta (the ?Warrant Agent?) WHEREAS: A. The Corporation and the Warrant Agent executed a warrant indenture (the ?Indenture?)
March 31, 2021	EX-99.1	CLS Holdings USA, Inc. Announces Amendments to Convertible Debentures and Underlying Warrants Exhibit 99.1 CLS Holdings USA, Inc. Announces Amendments to Convertible Debentures and Underlying Warrants LAS VEGAS, NV March 31, 2021 - CLS Holdings USA, Inc. (OTCQB: CLSH) (CSE: CLSH), the ''Company'' or ''CLS'', a diversified cannabis company operating as Cannabis Life Sciences, today announced that following receipt of the requisite approval of debentureholders and the Canadian Securities Exc
March 31, 2021	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fil
March 19, 2021	S-1	Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on March 18, 2021 Registration No.
February 18, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
February 17, 2021	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLS Holdings USA, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Sec UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLS Holdings USA, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 12565J100 (CUSIP Number) Henry Lichtenberger, Esq. Sklar Williams PLLC 410 South Rampart Boulevard, Suite 410 Las Vegas, Nevada 89145 (Name,
January 13, 2021	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
January 7, 2021	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2021 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
December 17, 2020	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
November 25, 2020	EX-99.1	Presentation dated October 2020 Exhibit 99.1
November 25, 2020	8-K	Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
November 19, 2020	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
October 6, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
October 6, 2020	EX-99.1	CLS Holdings USA, Inc. Announces Record First Quarter Fiscal 2021 Results, Poised to Deliver Continued Growth Exhibit 99.1 CLS Holdings USA, Inc. Announces Record First Quarter Fiscal 2021 Results, Poised to Deliver Continued Growth LAS VEGAS, NV / ACCESSWIRE / October 6, 2020 / CLS Holdings USA, Inc. (OTCQB: CLSH, CSE: CLSH) (“CLS” or the ‘‘Company’’), a diversified cannabis company operating as Cannabis Life Sciences, today announced its operational and financial results for the first quarter of fiscal
October 6, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as s
September 29, 2020	EX-99.1	Investor Presentation dated September 2020 Exhibit 99.1
September 29, 2020	8-K	Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
September 28, 2020	DEFA14A	- FORM DEFA14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive
September 28, 2020	DEF 14A	- FORM DEF 14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive
September 1, 2020	EX-99.1	CLS Upholds Commitment to COVID-19 Safety, Hits Record Revenues for July 2020 CLS Holdings Announces April, May and June Financial Results, Is on Track to Deliver Strong Monthly Revenue During Ongoing Pandemic CLS Holdings Announces March Financial R Exhibit 99.1 INTRODUCTION As an investor with CLS Holdings, you should have the most up to date information about what’s happening at our subsidiaries. Transparency in how we do business is foundational for our team, and as we head full speed into the fourth quarter of 2020, we hope you’ll find the news enclosed just as exciting as we do. As a company that knows that people power profits, we are t
September 1, 2020	8-K	- FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
August 31, 2020	EX-99.1	CLS Holdings Reports Fiscal Year End 2020 Financial Results Revenues increased by 41% Gross profit increased by 16% LAS VEGAS, NV / ACCESSWIRE / August 31, 2020 / CLS Holdings USA, Inc. (OTCQB: CLSH, CSE: CLSH) (“CLS” or the ‘‘Company’’), a diversifi Exhibit 99.1 CLS Holdings Reports Fiscal Year End 2020 Financial Results Revenues increased by 41% Gross profit increased by 16% LAS VEGAS, NV / ACCESSWIRE / August 31, 2020 / CLS Holdings USA, Inc. (OTCQB: CLSH, CSE: CLSH) (“CLS” or the ‘‘Company’’), a diversified cannabis company operating as Cannabis Life Sciences, today announced its financial results for the fiscal year ended May 31, 2020. Ke
August 31, 2020	EX-21.1	Subsidiaries of CLS Holdings USA, Inc. (incorporated by reference from Exhibit 21.1 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020 filed with the SEC on August 31, 2020). Exhibit 21.1 CLS HOLDINGS USA, INC. Subsidiaries CLS Labs, Inc., a Nevada corporation CLS Labs Colorado, Inc., a Florida corporation CLS Investments, Inc., a Nevada corporation CLS Massachusetts, Inc., a Massachusetts corporation CLS Nevada, Inc., a Nevada corporation CLS Rhode Island, Inc., a Florida corporation Cannabis Life Sciences Consulting, LLC, a Florida limited liability company Alternati
August 31, 2020	EX-10.35	Lease Addendum dated February 25, 2020 to Leases dated July 6, 2014 and February 1, 2019 for or premises located at 1800 Industrial Road, Suites 100, 102, 160 and 180 (incorporated by reference from Exhibit 10.35 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020 filed with the SEC on August 31, 2020). Exhibit 10.35 February 25, 2020 From: 1800 Industrial, LLC DBA Downtown Spaces 1800 Industrial Road, Suite 108G Las Vegas, NV 89102 To: CLS Holdings NV, Inc. Oasis Cannabis 1800 Industrial Road, Suite 180 Las Vegas, NV 89102 RE: Addendum to leases dated 7/1/2014 and 2/1/2019 for suite numbers 100, 102,160, and 180 It is hereby understood that TENANT CLS Holdings NV, Inc. (Oasis Cannabis) and LANDL
August 31, 2020	EX-10.33	Lease Agreement by and between 1800 Industrial, LLC and CLS Nevada Inc. dated February 1, 2019 for premises located at 1800 Industrial Road, Suite 100 (incorporated by reference from Exhibit 10.33 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020 filed with the SEC on August 31, 2020). Exhibit 10.33 LEASE AGREEMENT By and between 1800 Industrial, LLC (LANDLORD) AND CLS Nevada Inc. (TENANT) PREMISES: Suite 100 1800 Industrial Road Las Vegas, Nevada 89102 Lease Summary Date: February 1, 2019 Landlord: 1800 Industrial, LLC Tenant: CLS Nevada, Inc. or its assigns Premises: 1800 Industrial Road, Suite 100 Las Vegas, NV 89102 Size of Premises: 2,504 square feet (suite 100) Term: Eight
August 31, 2020	EX-10.31A	Lease Addendum dated June 13, 2018 to Lease Agreement by and between 1800 Industrial, L.L.C. and Alternative Solutions, L.L.C. dated July 6, 2014 (incorporated by reference from Exhibit 10.31.A in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020 filed with the SEC on August 31, 2020). Exhibit 10.31.A June 13, 2018 From: 1800 Industrial, LLC 1800 Industrial Road, Suite 108G Las Vegas, NV 89102 To: Alternative Solutions, LLC 1800 Industrial Road, Suites 102, 160, & 180 Las Vegas, NV 89102 RE: Lease Addendum Term: Five (5) Years Commencement of Rent: July 1, 2018 ending on June 30, 2023 Basic Rent: Months 01 thru 12 at $8,441.30 Months 13 thru 24 at $8,694.54 Months 25 thru 36 at
August 31, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
August 31, 2020	EX-10.34	Lease Agreement by and between 1800 Industrial, LLC and CLS Nevada Inc. dated February 1, 2019 for premises located at 1718 Industrial Road (incorporated by reference from Exhibit 10.34 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020 filed with the SEC on August 31, 2020). Exhibit 10.34 LEASE AGREEMENT By and between 1800 Industrial, LLC (LANDLORD) AND CLS Nevada Inc. (TENANT) PREMISES: 1718 Industrial Road Las Vegas, NV 89102 Lease Summary Date: February 1, 2019 Landlord: 1800 Industrial, LLC Tenant: CLS Nevada, Inc. or its assigns Premises: 1718 Industrial Road Las Vegas, NV 89102 Size of Premises: 1,400 square feet (1718 Industrial) Term: Eighteen (18) months Com
August 31, 2020	EX-4.6	Description of Registrant’s Securities (incorporated by reference from Exhibit 4.6 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020 filed with the SEC on August 31, 2020). Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of capital stock of CLS Holdings USA, Inc. (the “Company,” “we,” “us,” or “our”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s Amended and Restated Articles of Incor
August 31, 2020	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: May 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 000-55546 CLS HOLDINGS USA, INC. (Exact name o
August 26, 2020	8-K	- FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
April 20, 2020	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fil
April 14, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
April 2, 2020	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
April 2, 2020	EX-99.1	April 2, 2020 Exhibit 99.1 April 2, 2020 On behalf of CLS Holdings USA Inc., We want to provide all of our shareholders with key updates regarding the financial health of our Nevada operations during the COVID-19 outbreak. In these rapidly evolving circumstances, we are pleased to report that our City Trees and Oasis facilities have experienced minimal disruptions to operations despite Nevada’s restrictions on
March 9, 2020	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2020 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission File
January 14, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as
December 18, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2019 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission
October 15, 2019	EX-10.1	Amendment to Employment Agreement, dated October 14, 2019 but effective October 1, 2019, by and among CLS Holdings, Inc., CLS Labs, Inc. and Jeffrey I. Binder (incorporated by reference from Exhibit 10.1 in the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2019 filed with the SEC on October 15, 2019). (1) EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (hereinafter referred to as the “Amendment”) is entered into by and among, CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the “Company”), CLS Labs, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“CLS Labs”), and Jeffrey I. Binder (hereinafter referred to as “Exe
October 15, 2019	EX-10.2	Amendment to Employment Agreement, dated October 14, 2019 but effective October 1, 2019, by and among CLS Holdings USA, Inc., and Andrew Glashow (incorporated by reference from Exhibit 10.2 in the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2019 filed with the SEC on October 15, 2019) (1) EXHIBIT 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (hereinafter referred to as the “Amendment”) is entered into by and between CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Andrew Glashow (hereinafter referred to as “Executive”). WHEREAS, the Company and the Executive entered into an Employment Agreement effective Ma
October 15, 2019	10-Q	CLSH / CLS Holdings USA, Inc. 10-Q - Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55546 CLS HOLDINGS USA, INC. (Exact name of registrant as s
October 3, 2019	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2019 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
October 3, 2019	EX-99.1	Investor Presentation dated September 2019* Exhibit 99.1
August 29, 2019	EX-99.1	CLS Holdings Reports Fourth Quarter and Fiscal Year End 2019 Financial Results Form 10-K Filed with SEC Exhibit 99.1 CLS Holdings Reports Fourth Quarter and Fiscal Year End 2019 Financial Results Form 10-K Filed with SEC LAS VEGAS, NV / ACCESSWIRE / August 29, 2019 / CLS Holdings USA, Inc. (OTCQB: CLSH, CSE: CLSH.CN) (“CLS” or the “Company”), a diversified cannabis company operating as Cannabis Life Sciences, is pleased to report its consolidated financial results for the fourth quarter and fiscal y
August 29, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2019 CLS HOLDINGS USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-55546 45-1352286 (State or other jurisdiction of incorporation) (Commission Fi
August 29, 2019	EX-21.1	Subsidiaries of CLS Holdings USA, Inc. Exhibit 21.1 CLS HOLDINGS USA, INC. Subsidiaries CLS Labs, Inc., a Nevada corporation CLS Labs Colorado, Inc., a Florida corporation CLS Investments, Inc., a Nevada corporation CLS Massachusetts, Inc., a Massachusetts corporation CLS Nevada, Inc., a Nevada corporation CLS Rhode Island, Inc., a Florida corporation Cannabis Life Sciences Consulting, LLC, a Florida limited liability company Alternati
August 29, 2019	10-K	CLSH / CLS Holdings USA, Inc. 10-K - Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: May 31, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 000-55546 CLS HOLDINGS USA, INC. (Exact name o
August 29, 2019	EX-10.61	First Amendment to Option Agreement, dated August 26, 2019, by and among CLS Massachusetts, Inc., CLS Holdings USA, Inc., and In Good Health, Inc. (incorporated by reference from Exhibit 10.61 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2019 filed with the SEC on August 29, 2019). Exhibit 10.61 FIRST AMENDMENT TO OPTION AGREEMENT This First Amendment to Option Agreement (this “Amendment”) is executed effective as of August 26, 2019 by and between CLS MASSACHUSETTS, INC., a Massachusetts corporation (the “Optionee”), CLS HOLDINGS USA, INC., a Nevada corporation (“CLS Holdings”), and IN GOOD HEALH, INC., a Massachusetts corporation (the “Company”), and amends that certain Opt
August 29, 2019	EX-2.9	First Amendment to Secured Promissory Note and Security Agreement and Termination of Membership Interest Purchase Agreement, dated August 26, 2019, by and among CannAssist and CLS Holdings USA, Inc. (incorporated by reference from Exhibit 2.9 in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2019 filed with the SEC on August 29, 2019). Exhibit 2.9 FIRST AMENDMENT TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT AND TERMINATION OF MEMBERSHIP INTEREST PURCHASE AGREEMENT This First Amendment to Secured Promissory Note and Security Agreement and Termination of Membership Interest Purchase Agreement (this “Amendment”) is executed this 26th day of August, 2019 by and among CANNASSIST, LLC., a Massachusetts limited liability company (

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