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



(Exact name of registrant as specified in its charter)








(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.)



1800 S. Industrial Road suite 100




Las Vegas, Nevada




(Address of principal executive offices)



(Zip Code)


Registrants telephone number, including area code: (416) 992-4539


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 7.01         Regulation FD Disclosure.


Attached as Exhibit 99.1 to this Current Report is a CLS Holdings USA Inc. Shareholder Announcement (“Announcement”) providing information to the Shareholders about the Company. The Company has also posted the Announcement in the News & Media Presentations section of its website at www.clsholdingsinc.com. The Company does not intend to file any update to its Announcement and the fact that the Announcement is being furnished should not be deemed an admission as to the materiality of any information contained in the presentation.


As provided in General Instructions B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.


Item 9.01         Financial Statements and Exhibits


(d)         Exhibits


Exhibit No.    Description
99.1   CLS Holdings Shareholder Announcement January 2023
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)







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.






Date: January 17, 2023


By:  /s/ Andrew Glashow                           



Andrew Glashow

Chief Executive Officer and Chairman of the Board






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