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~~November 186, 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 Number)		(IRS Employer Identification No.)

516 S. 4^th Street
Las Vegas, Nevada	89101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 359-4666

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0107 ~~Amendment~~Submission of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders

OnAn ~~September~~annual ~~18,~~meeting ~~2024,~~of stockholders of CLS Holdings USA, Inc. (the “Company”) ~~amended~~was aheld ~~$2.6~~on ~~million~~Wednesday, ~~principal~~November ~~amount convertible promissory note pursuant to which the Company issued 67~~6,~~183,463~~ ~~shares~~2024 ~~of Common Stock to FK Legacy Trust. The conversion of~~ (the ~~entire~~“Annual $2Meeting”).6 ~~million~~There ofwere ~~debt~~present, ~~to equity was~~ in ~~error~~person ~~since~~or itby ~~was the intention of both parties (i.e.~~proxy, ~~the~~holders ~~Company and FK Legacy) to actually convert only $2.2 million~~ of ~~the debt to equity rather than the entire $2.6 million. FK Legacy has since cancelled 10~~146,~~335~~869,~~918~~632 ~~of the~~ shares ~~it had previously received thereby resulting in an outstanding note from the Company to FK Legacy in the amount~~ of ~~$400~~common stock,~~000~~ ~~and~~which ~~the~~constituted ~~conversion~~83.35% of the ~~remaining $2.2 million of debt owed to FK Legacy into 56~~176,~~847~~195,~~545~~435 shares ateligible ato ~~price~~vote ~~$0.0387~~at ~~per~~the ~~share.~~Annual ~~The original transaction was reported in a Company 8-K which was filed on September 10, 2024~~Meeting.

~~Item~~Proposal ~~3.02~~1: ~~Unregistered~~The ~~Sales~~proposal ofto ~~Equity~~elect ~~Securities~~Ross Silver to serve for a three-year term as the Class I director was approved with the following votes:

As described above, 10,335,918 shares of the 67,183,463 shares of the Company’s Common Stock issued upon the conversion of a convertible note on August 30, 2024 (contingent on the redemption of certain debentures, warrants and other shares of the Company’s common stock reported on the Company’s Form 8-K filed September 10, 2024) are being cancelled.

For	Abstain
142,025,983	348,475

~~Item~~Of ~~9.01~~the ~~Financial~~shares ~~Statements~~voted, ~~and~~100% ~~Exhibits~~voted in favor of Proposal 1.

~~Exhibits~~Proposal 2: The proposal to ratify the appointment of M&K CPAs, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025 was approved with the following votes:

10.1		Amended Convertible Promissory Note made by CLS Holdings, Inc. in favor of FK Legacy Trust
For	Against	Abstain
104		Cover Page Interactive Data File (formatted as Inline XBRL)
146,559,674	259,142	50,816

~~SIGNATURES~~Of the shares voted, 99.82% voted in favor of Proposal 2.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

		CLS HOLDINGS USA, INC.
Date: September 23, 2024		By: /s/ Andrew Glashow
		Andrew Glashow Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

false 0001522222 true 0001522222 2024-09-18 2024-09-18

	CLS HOLDINGS USA, INC.


Date: November 6, 2024	By:	/s/ Andrew Glashow
		Andrew Glashow
		CEO and Chief Executive Officer

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