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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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CLS Holdings USA, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
12565J308 (CUSIP Number) |
Elmer Louis Werner III 6900 E Camelback Road Ste 1020, Phoenix, AZ, 85251 (602) 908-2213 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/28/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 12565J308 |
| 1 |
Name of reporting person
LEM Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ARIZONA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
16,358,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 12565J308 |
| 1 |
Name of reporting person
Werner Lou III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
16,358,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
CLS Holdings USA, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
516 S. 4TH STREET, LAS VEGAS,
NEVADA
, 89101. | |
Item 1 Comment:
This Schedule 13D relates to the common stock, par value $0.0001 (the "Common Stock"). | ||
| Item 2. | Identity and Background | |
| (a) | The names of the persons filing this Schedule 13D are LEM Investments LLC and Elmer Louis Werner, III, the managing member of LEM Investments LLC (the "Reporting Persons"). | |
| (b) | The business address of the Reporting Persons is 6900 E Camelback Road Ste 1020, Phoenix, Arizona 85251. | |
| (c) | Mr. Werner's principal business is managing his investments. Mr. Werner conducts this business LEM Investments LLC. LEM Investments LLC's principal business is an investment company. | |
| (d) | During the past five years none of the Reporting Persons has been convicted in a criminal proceeding. | |
| (e) | During the past five years none of the Reporting Persons has been party to a civil proceeding as a result of which it is subject to a judgment, decree or final order enjoining it from, or mandating activities subject to, federal or state securities laws, or finding it in violation of such laws. | |
| (f) | Each of the Reporting Persons is a United States citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
LEM Investments LLC purchased certain of its Common Stock with its working capital. LEM Investments LLC obtained other of its Common Stock upon the conversion of certain convertible notes representing amounts LEM Investments LLC lent to the issuer. Mr. Werner is the beneficial owner of these shares. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons purchased the Common Stock for investment purposes.
No Reporting Person has any plans or proposals that relate to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Lou Werner III has the shared power to direct the vote and disposition of the shares held by LEM Investments LLC which holds 16,358,109 shares of Common Stock, representing 9.93% of the outstanding Common Stock of CLS Holdings USA, Inc. | |
| (b) | Lou Werner III has the shared power to direct the vote and disposition of the shares held by LEM Investments LLC which holds 16,358,109 shares of Common Stock, representing 9.93% of the outstanding Common Stock of CLS Holdings USA, Inc. | |
| (c) | LEM Investments LLC sold 750,000 shares of Common Stock on October 28, 2024 at a price per share of $0.04. The sale was conducted as a private transaction to another CLS Holdings USA, Inc. shareholder. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
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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