Item 1.01 Entry into a Material Definitive Agreement

On March 1, 2023 CLS Holdings USA, Inc (the "Company") entered into a three-year employment agreement ("Agreement") with Mr. Andrew Glashow, a director of the Company and its former President and CEO, to serve as the Company's Chief Executive Officer and Chairman of the Board. The material terms of the agreement are set forth in Item 5.02 of this Current Report on Form 8K, which disclosures are incorporated into this item by reference.

Item 5.02 Compensatory Arrangements of the Chief Executive Officer and Chairman of the Board

Effective March 1, 2023, the Company and Mr. Glashow entered into a three-year employment agreement pursuant to which Mr. Glashow continued serving as the Company's Chief Executive Officer and commenced serving as the Company's Chairman of the Board. Under the Agreement, Mr. Glashow is entitled to receive an annual salary of $325,000; a monthly amount of $1,500 for health insurance and health related expenses; a monthly amount for home office expenses incurred; and an automobile allowance of $1,200 monthly. Further, he is entitled to receive a performance bonus equal to 2% of the Company's annual EBITDA up to a maximum annual cash compensation of $1 million including Base Salary. Effective March 1, 2023, and in connection with the Agreement, Mr. Glashow entered into an Employee Confidentiality, Invention and Non-Competition Agreement. Pursuant thereto, Mr. Glashow agreed: (i) not to compete with the Company during the term of his employment and for a period of one year thereafter; (ii) not to release or disclose the Company's confidential information; and (iii) to assign the rights of all work product to the Company, among other terms.

Item 9.01 Financial Statements and Exhibits





(d)     Exhibits



Exhibit No.    Description
10.1             Employment Agreement dated March 1, 2023 between CLS Holdings USA
               Inc. and Andrew Glashow
104            Cover Page Interactive Data File (formatted as Inline XBRL and
               contained in Exhibit 101)

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.







                                 CLS HOLDINGS USA, INC.


Date: March 6, 2023              By:   /s/ Andrew Glashow
                                      Andrew Glashow
                                      Chief Executive Officer and Chairman of the
                                      Board of CLS Holdings USA Inc.

false 0001522222 true NONE 0001522222 2023-03-01 2023-03-01

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