Item 1.01   Entry into a Material Definitive Agreement.

On March 18, 2016, CLS Holdings USA, Inc. (“we,” “us,” “our,” or “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Old Main Capital, LLC (“Old Main”), whereby Old Main agreed to purchase an aggregate of up to $5 55,555 in principal amount of original issue discount 10% convertible promissory notes (the “10% Notes”).  On March 18, 2016, we also executed an 8% convertible promissory note (the “8% Note”) in favor of Old Main as a commitment fee for Old Main’s agreement to provide us with an equity line financing. Finally, on March 18, 2016, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Old Main, whereby we agreed to register, among other things, the resale of the shares of our common stock underlying the 10% Notes and the 8% Note (the 10% Notes, 8% Note and Registration Rights Agreement are collectively referred to as the “Agreements”).

On October 6, 2016, we entered into an Amendment to Agreements, which agreement (the “First Amendment”) amended the Agreements in certain respects.  Pursuant to the First Amendment, among other things, the interest rate on the 10% Notes was increased to 15% effective August 1, 2016, the aggregate amount of 10% Notes to be issued under the Purchase Agreement was reduced from $555,555 to $333,333 in principal amount, we were no longer obligated to register the resale of the shares of common stock underlying the 10% Notes and the 8% Note, the amortization schedules for the 10% Notes and the 8% Note was deferred effective as of September 1, 2016, and Old Main was prohibited from delivering a notice of conversion under either the 10% Notes or the 8% Note at any time after its receipt from us of a “put notice” under the Equity Purchase Agreement (which we entered into with Old Main on April 18, 2016) until the first trading day immediately following the closing associated with the respective “put notice.”

On November 28, 2016, we entered into Amendment #2 to the Convertible  Promissory Notes issued on March 18, April 22 and May 27, 2016 (the “Second Amendment”) to amend the Agreements, as amended by the First Amendment, in certain respects.  Pursuant to the Second Amendment, among other things, the Notes were converted from installment notes to “balloon” notes, with all principal and interest on the 10% Notes due on September 18, 2017 and all principal and interest on the 8% Note due on March 18, 2017; the outstanding principal balances of the 10% Notes were increased by 10%; the fixed conversion prices associated with the Notes  were changed to variable conversion prices equal to the lesser of the prior fixed conversion price or 75% of the lowest VWAP in the fifteen trading days ending on the trading day immediately prior to the conversion date; our ability to repay the Notes with our common stock was deleted except pursuant to a voluntary conversion by Old Main; and Old Main was prohibited from selling, per trading day, an amount of our common stock in excess of the greater of $5,000 or 25% of the average number of shares of common stock sold per day for the five trading days preceding the day of sale multiplied by the average daily VWAP during the immediately preceding 5-trading day period.  The full text of the Second Amendment is attached as an exhibit hereto.