CUSIP No.
12565J100
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Page 3 of 5
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ITEM 1.
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SECURITY AND ISSUER
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Title of Class of Securities
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Common Stock $.0001 par value (the “Common Stock”)
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Name and Address of Issuer
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CLS Holdings USA, Inc. (the “Issuer” or the “Company”)
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1435 Yarmouth Street
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Boulder, Colorado 80304
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ITEM 2.
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IDENTITY AND BACKGROUND
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This statement is being filed by Jeffrey I. Binder. Mr. Binder is a citizen of the United States. The principal business of Mr. Binder is acting as the Chairman, President and Chief Executive Officer of the Company. Since 2008, Mr. Binder has also served as founder, Chairman and President of Power 3 Network, Inc., a company that develops websites and back offices for home-based businesses. The principal business address of Mr. Binder is 11767 S. Dixie Highway, Suite 115, Miami, Florida 33156.
During the past five years, Mr. Binder has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The source of the funds for the acquisition of the promissory notes that were converted into the Common Stock was the personal funds of Mr. Binder.
ITEM 4.
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PURPOSE OF TRANSACTIONS
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The purpose of the transactions was to provide working capital to the Company and to increase Mr. Binder’s beneficial ownership by converting existing convertible loans into additional shares of Common Stock, which he plans to hold for investment purposes. Mr. Binder may make additional convertible loans to the Company, for working capital purposes, until such time as the Company commences generating revenues.
Except as set forth above, Mr. Binder has no present plans or proposals which relate to or would result in the occurrence of any of the events described in Items 4 (a) through (j) of Schedule 13D.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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(a) and (b) Mr. Binder individually owns and exercise sole voting and dispositive power over 6,848,708 shares of Common Stock. In addition, Mr. Binder may be deemed to be the beneficial owner of an additional 886,200 shares of Common Stock underlying a convertible note and demand convertible notes held by him. Collectively, these shares represent approximately 22.9% of the outstanding shares of Common Stock of the Issuer, calculated on the basis of the 33,739,144 shares of Common Stock, which consists of 22,035,984 shares outstanding as of May 31, 2017, as reported, plus 10,816,960 shares that will be issued as a result of the conversions of convertible notes that are the basis of this report, plus 886,200 shares issuable upon conversion of a convertible promissory note and demand promissory notes owned by Mr. Binder.
(c) During April and May 2017, Mr. Binder loaned the Company an additional $65,050 pursuant to demand convertible loans. These loans bear interest at 10% per annum and are convertible at $0.25 per share but the balance of the terms of such loans have not yet been agreed upon. All of these loans were made in private transactions in the United States and were made for the purpose of providing the Company with working capital, including funds required to repay loans from unrelated third parties. The exact dates of the loans and amount loaned on each such date are as follows: April 3, 2017 - $49,700; April 4, 2017 - $350; and May 3, 2017 - $15,000.
Mr. Binder did not effect any other transactions in any class of equity securities of the Issuer in the sixty days prior to the filing of this statement.
CUSIP No.
12565J100
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Page 4 of 5
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(d) Inapplicable.
(e) Inapplicable.
ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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None.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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None.
CUSIP No.
12565J100
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Page 5 of 5
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: June 5, 2017
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/s/ Jeffrey I. Binder
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Jeffrey I. Binder
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