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): July 18, 2017

CLS HOLDINGS USA, INC.
(Exact name of registrant as specified in its charter)


Nevada
 
333-174705
 
45-1352286
 
(State or other jurisdiction of incorporation)
 
(Commission  File Number)
 
(I.R.S. Employer Identification No.)
 
 
1435 Yarmouth Street
 
 
Boulder, Colorado
 
80304
(Address of principal executive offices)
 
(Zip Code)


Registrant’s telephone number, including area code:  (888) 438-9132


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 b240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
          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 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective July 18, 2017, we adopted a Certificate of Designation, which amended our Articles of Incorporation, pursuant to the power of our Board of Directors to designate classes of our preferred stock and to establish the rights and preferences of such newly designated preferred stock.  Effective July 18, 2017, our Board of Directors authorized the issuance of up to 650,000 shares of Series A Convertible Preferred Stock.  The Board had not yet authorized the issuance of any such stock.
Each share of Series A Convertible Preferred Stock has a stated value of $.70 per share and a liquidation preference that is senior to our common stock equal to such amount.  In addition, each share of Series A Convertible Preferred Stock is convertible into 10 shares of common stock.  The Series A Convertible Preferred Stock is non-voting stock, does not accrue dividends and does not have any other terms that are senior to our common stock.
Item 9.01   Financial Statements and Exhibits
 (d)   Exhibits.
Exhibit No.
 
Description of Exhibit
3.1
 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CLS HOLDINGS USA, INC.
 
       
Date: July 24, 2017
By:
/s/ Jeffrey I. Binder  
    Jeffrey I. Binder  
   
Chairman, President and Chief Executive Officer
 
       
 


EXHIBIT INDEX
 
Exhibit No.
Description of Exhibit
3.1

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