UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2025

CLS HOLDINGS USA, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55546		45-1352286
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

516 S. 4^th Street Las Vegas, Nevada		89101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 359-4666

_____________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Immediately following the special meeting of stockholders of CLS Holdings USA, Inc. (the “Company”) on June 24, 2025, two of the Company’s directors, Ross Silver and David Zelinger resigned from the Board of Directors of the Company. Following these resignations, Andrew Glashow was the Company’s only director.

On July 7, 2025, in accordance with the Company’s Bylaws, Mr. Glashow filled the two vacant seats on the Board of Directors by appointing Frank Koretsky and Patrick Haldan to serve as directors until the next annual meeting of shareholders of the Company.

SIGNATURES

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: August 7, 2025	By:	/s/ Andrew Glashow
		Andrew Glashow Chairman and Chief Executive Officer

CLS Holdings USA, Inc. 8-K