CLS Holdings USA, Inc. Announces Amendments to Convertible Debentures and Underlying Warrants

Rhea-AI Summary

CLS Holdings USA has announced amendments to its existing US$13.2 million convertible debentures, including reducing the conversion price to $0.07125 for certain holders. The company plans a 1-for-4 reverse stock split effective September 21, 2022, reducing authorized shares from 750 million to 187.5 million. This move aims to enhance stock price stability and facilitate future financing. The debenture amendments and reverse split are subject to regulatory approvals and may impact common stock dilution and financial performance.

Positive

• Amendment of convertible debentures could improve liquidity and financial flexibility.
• Reduction of conversion price may attract more debenture holders to convert their shares.
• Reverse stock split may stabilize stock price and enhance investor interest.

Negative

• Reverse stock split may signal underlying financial instability.
• Potential dilution of common stock following debenture amendments could adversely affect existing shareholders.

LAS VEGAS, NV / ACCESSWURE / September 15, 2022 / CLS Holdings USA, Inc. (OTCQB:CLSH)(CSE:CLSH), the ''Company'' or ''CLS'', a diversified cannabis company operating as Cannabis Life Sciences, today announced that following receipt of the requisite approval of debenture holders and the Canadian Securities Exchange, it has amended the terms of its outstanding US$13,219,150 principal amount unsecured convertible debentures (the "December Debentures") issued December 12, 2018 by, among other things, (i) permitting the mandatory conversion, in the Company's discretion, of $7,931,490 in principal amount of the December Debentures plus $132,192 in accrued interest on the December Debentures into units at the reduced conversion price of $0.07125 per unit; (ii) decreasing the conversion price of the remaining December Debentures (following the mandatory conversion) to $0.10 per unit; (iii) reducing the mandatory conversion VWAP provision in the December Debentures from $0.60 to $0.20; (iv) providing for a reduced conversion price to holders of the December Debentures who elect to covert more than the mandatory conversion amount of December Debentures on or prior to the date of the meeting of debenture holders; (v) changing the maturity date of the December Debentures so that half of the remaining December Debentures mature on December 31, 2023 and the remaining December Debentures mature on December 31, 2024; (vi) providing for the payment of interest accruing between July 1, 2022 and December 31, 2024 so that one-third of the total scheduled interest is paid on December 31, 2023 and the balance of the accrued interest is paid on December 31, 2024; and (vii) subject to the receipt of regulatory approvals, granting a security interest in certain of the Company's assets (such as licenses, inventory (including work in process), equipment (excluding equipment subject to purchase money financing) and contract rights (excluding investments in entities other than wholly owned subsidiaries)) to the holders of the December Debentures and to other holders of the Company's debt, now or in the future, as the Company may elect. All prices described above are prior to the Reverse Split described below.

The Company also announced that, subject to the receipt of regulatory approvals, it plans to effect a 1-for-4 reverse stock split (the "Reverse Split") effective at the opening of business on September 21, 2022. As a result of the reverse stock split, every 4 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares being rounded up to the next higher whole share. Immediately after the reverse stock split becomes effective, the Company will have approximately 32,052,021 shares of common stock issued and outstanding. The authorized common stock will also be reduced as a result of the reverse stock split from 750,000,000 shares to 187,500,000 shares.

About CLS Holdings USA, Inc.

CLS Holdings USA, Inc. (CLSH) is a diversified cannabis company that acts as an integrated cannabis producer and retailer through its Oasis Cannabis subsidiaries in Nevada and plans to expand to other states. CLS stands for "Cannabis Life Sciences," in recognition of the Company's patented proprietary method of extracting various cannabinoids from the marijuana plant and converting them into products with a higher level of quality and consistency. The Company's business model includes licensing operations, processing operations, processing facilities, sale of products, brand creation and consulting services. https://www.clsholdingsinc.com. Twitter: @CLSHoldingsUSA

Oasis Cannabis has operated a cannabis dispensary in the Las Vegas market since dispensaries first opened in Nevada in 2015 and has been recognized as one of the top marijuana retailers in the state. Its location within walking distance to the Las Vegas Strip and Downtown Las Vegas in combination with its delivery service to residents allows it to efficiently serve both locals and tourists in the Las Vegas area. In February 2019, it was named "Best Dispensary for Pot Pros" by Desert Companion Magazine. In August 2017, the company commenced wholesale offerings of cannabis in Nevada with the launch of its City Trees brand of cannabis concentrates and cannabis-infused products. http://oasiscannabis.com

Founded in 2017, City Trees is a Nevada-based cannabis cultivation, production and distribution company. Offering a wide variety of products with consistent results, City Trees products are available in numerous dispensaries throughout the state of Nevada. https://citytrees.com

Forward Looking Statements

This press release contains certain ''forward-looking information'' within the meaning of applicable Canadian securities legislation and ''forward-looking statements'' as that term is defined in the Private Securities Litigation Reform Act of 1995 (collectively, the ''forward-looking statements''). These statements relate to, among other things, the impact of the COVID-19 virus on our business, the results of our initiatives to retain our employees and strengthen our relationships with our customers and community during the pandemic, the effect of our initiatives to expand market share and achieve growth, the expected development of our business and joint ventures, results of operations and financial performance, future liquidity, working capital and capital requirements, the impact of the reverse stock split on our stock price, the effects of the additional dilution in our common stock that may occur as a result of the amendments to our convertible debentures, and anticipated future events. The continued spread of COVID-19 could have, and in some cases already has had, an adverse impact on our business, operations and financial results, including through disruptions in our cultivation and processing activities, supply chains and sales channels, and retail dispensary operations as well as a deterioration of general economic conditions including a possible national or global recession. In some cases, you can identify forward looking statements by terminology such as ''may,'' ''might,'' ''will,'' ''should,'' ''intends,'' ''expects,'' ''plans,'' ''goals,'' ''projects,'' ''anticipates,'' ''believes,'' ''estimates,'' ''predicts,'' ''potential,'' or ''continue'' or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered together with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events. See CLS Holdings USA filings with the SEC and on its SEDAR profile at www.sedar.com for additional details.

Contact Information:

Corporate:

President and CEO
Andrew Glashow
888-438-9132

Investor Relations:

investors@clsholdingsinc.com

SOURCE: CLS Holdings USA, Inc.

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FAQ

What amendments were made to CLS Holdings' convertible debentures?

CLS Holdings amended its US$13.2 million convertible debentures, reducing the conversion price and adjusting maturity dates.

What is the conversion price for CLS Holdings' debentures after the amendment?

The conversion price is reduced to $0.07125 for certain debenture holders and $0.10 for remaining debentures.

When is CLS Holdings' reverse stock split effective?

The reverse stock split is effective on September 21, 2022.

How many shares will CLS Holdings have after the reverse stock split?

After the reverse stock split, CLS Holdings will have approximately 32,052,021 shares issued and outstanding.

What is the impact of CLS Holdings' reverse stock split on authorized shares?

The authorized common stock will reduce from 750 million shares to 187.5 million shares.