---
schema_version: "secwatch.filing_event.v1"
accession: "0001185185-24-000190"
form_type: "8-K"
ticker: null
cik: "0001522222"
company_name: "CLS Holdings USA, Inc."
filed_at: "2024-02-26T23:59:59+00:00"
generated_at: "2026-06-05T15:06:20.360196+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# CLS Holdings issues $1.35M secured notes at 12%, redeems $1.2M+ debentures and 13.2M shares

## Summary
- Issued four secured promissory notes for $1,350,000 total, 12% interest, maturing Feb 2026.
- Used $1,250,000 of proceeds to redeem unsecured debentures bearing 15% interest, plus warrants and shares.
- Retired $1,200,000 in principal and $326,250 in accrued interest on debentures.
- Repurchased 13,174,402 shares at $0.045 each, reducing outstanding shares from 137.7M to 124.4M.
- Remaining proceeds will be used for general working capital.

## SEC filing metadata
- accession: 0001185185-24-000190
- form_type: 8-K
- cik: 0001522222
- company_name: CLS Holdings USA, Inc.
- filed_at: 2024-02-26T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1522222/000118518524000190/0001185185-24-000190-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1522222/000118518524000190/cls20240225_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001185185-24-000190
- JSON: https://secwatch.observer/filing/0001185185-24-000190.json
- Plain text: https://secwatch.observer/filing/0001185185-24-000190.txt

## Key facts
- Material Agreements
  CLS Holdings USA, Inc. entered into Redemption Agreement with Tribeca Investment Partners PTY LTD - Tribeca Global Natural Resources Fund and several related entities valued at Redemption of unsecured debentures (original principal $1,500,000, 15% interest), related warrants f (effective 2024-02-22).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Tribeca Investment Partners PTY LTD - Tribeca Global Natural Resources Fund and several related entities
  - Value: Redemption of unsecured debentures (original principal $1,500,000, 15% interest), related warrants f
  - Effective: 2024-02-22
  source text: On February 22, 2024, the Company entered into a Redemption Agreement with Tribeca Investment Partners PTY LTD - Tribeca Global Natural Resources Fund and several related entities to redeem unsecured debentures, bearing interest at 15% per annum, in aggregate original principal amount of $1,500,000.00 (the “ Debentures ”), related warrants to purchase 454,548 shares of the Company’s common stock, and 13,174,402 shares of the Company’s common stock (the “ Shares ”) for a total redemption price of $1,250,000.00 (the “ Redemption ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1522222/000118518524000190/0001185185-24-000190-index.htm
- Material Agreements
  CLS Holdings USA, Inc. entered into Secured Promissory Notes with accredited investors valued at Aggregate original principal amount of $1,350,000.00, bearing interest at 12% annually, secured by a (effective 2024-02-22).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: accredited investors
  - Value: Aggregate original principal amount of $1,350,000.00, bearing interest at 12% annually, secured by a
  - Effective: 2024-02-22
  source text: On February 22, 2024, CLS Holdings USA, Inc., a Nevada corporation (the “ Company ”), entered into four secured promissory notes (the “ Notes ”) in aggregate original principal amount of $1,350,000.00. The Notes bear interest at 12% annually and are secured by all otherwise unencumbered assets of the Company or its subsidiaries permitted to be pledged by law. The Notes mature on February 28, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1522222/000118518524000190/0001185185-24-000190-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.