CLS USA : Private Placement - Form 8-K

Item 3.02Unregistered Sales of Equity Securities.

On November 29, 2023, CLS Holdings USA, Inc. (the "Company") completed a private placement of $960,000 original principal amount of Unsecured Debentures. The Unsecured Debentures bear interest at 15%, are convertible to the Company's Common Stock, par value $0.0001 per share, at the option of the Company on or before December 6, 2023, at a conversion price of $0.0345 per share. A minimum of one year of interest is required to be converted as well. The Company intends to convert the Unsecured Debentures to shares of the Company's Common Stock before December 6, 2023.

The Company issued the Unsecured Debentures pursuant to a private placement under Rule 506(b) of the Securities Act of 1933, as amended (the "Act"). The purchasers of the Unsecured Debentures are all accredited investors, as defined in Rule 501(a) of the Act.