Item 2.02 Results of Operations and Financial Condition.

On April 10, 2023, CLS Holdings USA, Inc. (the "Company"), made a public announcement in the form of a video presentation and written press release (collectively, the "Announcement") discussing results of operations and financial condition of the Company for the quarter ending February 28, 2023. In the Announcement, the Company disclosed that the average price per customer transaction at the Company's cannabis dispensary decreased by ten (10) percent in the quarter ending February 28, 2023, to $45.19, compared to an average transaction price of $50.20 in the quarter ending February 28, 2022.

In the Announcement, the Company disclosed that it had significantly reduced expenses during the 3rd Quarter of fiscal 2023 including significant reductions in legal fees, marketing expenses and advertising expense.


The text of the Announcement is attached as Exhibit 10.1 to this Current Report.



Item 8.01     Other Events.


In the Announcement, the Company disclosed that it submitted documentation to the local regulatory body for its cannabis consumption lounge project. On March 14, 2023, the Company submitted documents to the Cannabis Compliance Board for the State of Nevada (the "CCB") for the CCB's suitability investigation portion of the Company's application for a retail-attached cannabis consumption lounge license.

In the Announcement, the Company disclosed that it anticipates receipt of an $843,255.00 employee retention tax credit payment from the Internal Revenue Service in May 2023 or June 2023.

The text of the Announcement is attached as Exhibit 10.1 to this Current Report.




Item 9.01     Financial Statements and Exhibits



(d)     Exhibits



Exhibit No. Description
10.1          Text of public announcement issued April 10, 2023
104         Cover Page Interactive Data File (formatted as Inline XBRL and
            contained in Exhibit 101)






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