Material Agreement Form 8 K

Item 1.01Entry into a Material Definitive Agreement

On September 10, 2024, CLS Holdings USA, Inc. closed a transaction to redeem certain unsecured debentures, shares of the Company's common stock, and warrants to purchase the Company's common stock held by Navy Capital Green Fund, L.P., and related entities. The Company's Redemption Agreement with Navy Capital Green Fund and related entities redeemed unsecured debentures in aggregate original principal amount of $3,022,507 (the "Debentures"), related warrants to purchase 6,177,216 shares of the Company's common stock (the "Warrants"), and 15,488,901 shares (the "Shares") of the Company's common stock (the "Redemption"). As a result of the Redemption the Company retired $2,793,282.51 in outstanding principal payable under the Debentures. The Company financed the Redemption with the proceeds of a Convertible Promissory Note in original principal amount of $2,600,000 (the "Note"). After the issuance of shares pursuant to the Note and the Redemption of the Shares, the Company's outstanding shares of common stock increased by a net 51,694,562 shares.