SCHEDULE 13D/A: Major Shareholder Amends Stake in CLS Holdings USA, Inc. Following Share Sale

Elmer Louis Werner III and LEM Investments LLC have filed an amended Schedule 13D, disclosing a reduction in their beneficial ownership of CLS Holdings USA, Inc. common stock to 9.93% after selling 750,000 shares.

Summary

• Elmer Louis Werner III and LEM Investments LLC, collectively referred to as the Reporting Persons, have filed an amendment to their Schedule 13D regarding their beneficial ownership in CLS Holdings USA, Inc.
• The Reporting Persons now beneficially own 16,358,109 shares of CLS Holdings USA, Inc. Common Stock, which represents 9.93% of the outstanding shares.
• LEM Investments LLC acquired its shares through working capital and the conversion of convertible notes lent to the issuer.
• The purpose of the Reporting Persons' holdings is for investment.
• On October 28, 2024, LEM Investments LLC sold 750,000 shares of Common Stock at a price of $0.04 per share.
• This sale was a private transaction conducted with another existing shareholder of CLS Holdings USA, Inc.
• No other transactions in CLS Holdings USA, Inc. securities were completed by the Reporting Persons in the 60 days prior to October 28, 2024, or between October 28, 2024, and the filing date of this amendment (March 21, 2025).

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant shareholder reducing their stake, especially at a low share price, which can be perceived as a lack of confidence or a negative signal for the company's valuation.

Positives

• The Reporting Persons continue to hold a significant stake (9.93%) in CLS Holdings USA, Inc., indicating continued investment interest.
• The sale was a private transaction, suggesting a controlled divestment rather than a market dump.

Negatives

• A significant shareholder, LEM Investments LLC, reduced its stake by selling 750,000 shares.
• The sale price of $0.04 per share is notably low, which could reflect a low valuation or liquidity challenges for the stock.

Risks

• The document does not explicitly state risks for the company, but the sale of shares by a significant holder could be perceived as a negative signal by the market, potentially impacting investor confidence.

Future Outlook

The Reporting Persons state that they purchased the Common Stock for investment purposes and currently have no plans or proposals that would result in significant corporate transactions such as mergers, liquidations, or changes in management or corporate structure. However, they explicitly reserve the right to review or reconsider their position and/or change their purpose and/or formulate new plans or proposals at any time.

Industry Context

This filing is a standard disclosure of a change in beneficial ownership by a significant shareholder. It does not provide information on broader industry trends or the competitive landscape of CLS Holdings USA, Inc.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding during the past five years.
• None of the Reporting Persons have been party to a civil proceeding resulting in a judgment, decree, or final order enjoining or mandating activities subject to federal or state securities laws, or finding them in violation of such laws, during the past five years.

Related Party Transactions

• LEM Investments LLC sold 750,000 shares of Common Stock to "another CLS Holdings USA, Inc. shareholder" in a private transaction. The document does not specify if this shareholder is a related party beyond being another shareholder.

Stakeholder Impact

• Shareholders: Existing shareholders might view the reduction in stake by a significant holder as a negative signal, potentially impacting investor confidence and the stock's perceived value.
• Company Management: The company's management might need to address investor concerns arising from a major shareholder's partial divestment.

Next Steps

• The Reporting Persons may, at any time, review or reconsider their investment position in CLS Holdings USA, Inc.
• The Reporting Persons may change their investment purpose or formulate new plans or proposals regarding their holdings.

Key Dates

Keywords

CLS Holdings USA Inc., Schedule 13D/A, Beneficial Ownership, Share Sale, Investment Company, Elmer Louis Werner III, LEM Investments LLC, Common Stock, SEC Filing, Shareholder Stake