CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On July 31, 2018, CLS Nevada, Inc. (the “Company”), a wholly owned subsidiary of CLS Holdings USA, Inc. (“CLS”) entered into one-year employment agreements effective July 1, 2018 with Mr. Benjamin Sillitoe and Mr. Don Decatur to serve as the Company’s Chief Executive Officer and Chief Operating Officer, respectively. The material terms of the agreements are set forth in Item 5.02 of this Current Report on Form 8-K, which disclosures are incorporated into this item by reference.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Mr. Sillitoe, 41, was appointed to serve as the Company’s Chief Executive Officer commencing on July 1, 2018. Mr. Sillitoe co-founded Oasis Cannabis Center, LLC, a premier cannabis dispensary, in 2014 where he first served as the Finance Director and then as its CEO beginning in 2015. CLS acquired all of the membership interests in Alternative Solutions, L.L.C., the owner of Oasis Cannabis Center, LLC, in June 2018. Mr. Sillitoe has been a leader in the local Las Vegas cannabis industry since its inception, having served on the Board of Directors for the Nevada Dispensary Association, the largest cannabis trade association in Nevada, for over two years. Between 2012 and 2014, Mr. Sillitoe was the Finance Director of Proficio Mortgage, a subsidiary of Proficio Bank. Mr. Sillitoe earned a Bachelor of Science in Business Administration with a major in Managerial Finance from the University of Las Vegas.
On July 31, 2018, the Company and Mr. Sillitoe entered into a one-year employment agreement. to the agreement, Mr. Sillitoe commenced serving as the Company’s Chief Executive Officer effective July 1, 2018. Under the agreement, Mr. Sillitoe is entitled to receive an annual salary of $150,000. Further, he is entitled to receive a performance bonus equal to 2% of the Company’s annual EBITDA, and annual restricted stock awards of CLS’ common stock in an amount equal to 3% of the Company’s annual EBITDA. Additionally, Mr. Sillitoe is entitled to a one-time signing bonus of 500,000 shares of restricted common stock of CLS, which shall become fully vested one year from the effective date of this agreement assuming Mr. Sillitoe remains employed by the Company on such date. Effective July 1, 2018, and in connection with the employment agreement, Mr. Sillitoe and CLS entered into a Confidentiality, Non-Compete and Proprietary Rights Agreement. thereto, Mr. Sillitoe agreed (i) not to compete with the Company or CLS during the term of his employment and, unless he is terminated without cause, for a period of one year thereafter, (ii) not to release or disclose the Company’s or CLS’ confidential information, and (iii) to assign the rights to all work product to the Company, among other terms.
Mr. Decatur, age 35, was appointed to serve as the Company’s Chief Operating Officer commencing on July 1, 2018. Prior to this appointment, Mr. Decatur was the Director of Operations of Alternative Solutions, L.L.C., which CLS acquired in June 2018. Between 2015 and 2016, Mr. Decatur was the Director of Product Development for Nevada Medical Group, LLC, d/b/a Body and Mind (BaM), a cannabis company. From 2010 until 2015, Mr. Decatur owned and served as CEO of SinCity >
The Company and Mr. Decatur entered into a one-year employment agreement on July 31, 2018. to the agreement, Mr. Decatur commenced serving as the Company's Chief Operating Officer on July 1, 2018. Under the agreement, Mr. Decatur is entitled to receive an annual salary of $150,000. Further, he is entitled to receive a performance bonus equal to 2% of the Company’s annual EBITDA, and annual restricted stock awards of CLS’ common stock in an amount equal to 3% of the Company’s annual EBITDA. Additionally, Mr. Decatur is entitled to a one-time signing bonus of 50,000 shares of restricted common stock of CLS, which shall become fully vested one year from the effective date of the agreement assuming Mr. Decatur remains employed by the Company on such date. Effective July 1, 2018, and in connection with the employment agreement, Mr. Decatur and CLS entered into a Confidentiality, Non-Compete and Proprietary Rights Agreement. thereto, Mr. Decatur agreed (i) not to compete with the Company or CLS during the term of his employment and, unless he is terminated without cause, for a period of one year thereafter, (ii) not to release or disclose the Company’s or CLS’ confidential information, and (iii) to assign the rights to all work product to the Company, among other terms.
The preceding description of agreements with Messrs. Sillitoe and Decatur contained herein do not purport to be complete and are qualified in their entirety by reference to the complete text of their agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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* Management Contract or Compensation Plan.
CLS Holdings USA, Inc. ExhibitEX-10.1 2 ex_119689.htm EXHIBIT 10.1 ex_119689.htm Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between CLS Nevada,…To view the full exhibit click here
About CLS HOLDINGS USA, INC. (OTCMKTS:CLSH)
CLS Holdings USA, Inc., is engaged in developing a method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into concentrates. The Company’s concentrates include oils, waxes, edibles and shatter. These concentrates may be ingested in various ways, including through vaporization through electronic cigarettes (e-cigarettes), and used for a range of pharmaceutical and other purposes. The Company intends to monetize extraction method through the licensing of its methods and processes to others, as in the Colorado Arrangement; the processing of cannabis for others, and the purchase of cannabis and the processing and sale of cannabis-related products. The Company’s products and services include Licensing Operations, Processing Revenue, Processing Facilities and Sale of Products and Brand Creation. As of May 31, 2016, the Company had not generated any revenues.