CEN BIOTECH, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The closing of the Agreement subject to certain customary closing conditions, including, but not limited to, the Buyer having received approvals of the Canadian Securities Exchange for the Agreement and the transactions contemplated thereby and such approvals must be valid and in effect as of the closing date of the Agreement. Additionally the closing of the Agreement is subject to the approval of the shareholders of the Buyer. Additionally, between the date of entry into the Agreement, and the closing date of the Agreement, there must be no material adverse effect, as such term is defined in the Agreement, occurring with regards to the Buyer. Additionally, between the date of entry into the Agreement, and the closing date of the Agreement, the Buyer and the Company agreed to conduct their business and operations of the Buyer in the ordinary course of business and in compliance with all applicable laws. Additionally, between the date of entry into the Agreement, and the closing date of the Agreement, the Buyer agreed, without the written consent of the Company, including but not limited to, not to issue any dividends, amend its organizational documents, incur any indebtedness, recognize any labor union, or enter into any material transaction other than in the ordinary course of business. Additionally, between the date of entry into the Agreement, and the closing date of the Agreement, the Company agreed not to amend its organizational documents and not to effect any merger, consolidation, share exchange or business combination that would transfer the Patent to any other person.
The Agreement can be terminated at any time prior to closing by mutual written consent of the parties. The Company may terminate the Agreement if the Buyer breaches any of the closing conditions applicable to it under the Agreement. The Buyer may terminate the Agreement if the Company breaches any of the closing conditions applicable to it under the Agreement.
Pursuant to the Agreement, the Company agreed to indemnify the Buyer against any
and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture,
expense, liability, judgment, deficiency or damage, and diminution in value or
claim (including actual costs of investigation and attorneys' fees and other
costs and expenses) (all of the foregoing collectively, "Losses") incurred or
sustained by the Buyer as a result of or in connection with (i) any breach,
inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment
of any of the representations, warranties, covenants and agreements of the
Company contained in the Agreement and (ii) the ownership, and operation of the
Patent prior to the transfer of the Patent on the closing date of the Agreement.
Additionally, pursuant to the Agreement, the Buyer agreed to indemnify the
Company against any and all Losses incurred or sustained by the Company as a
result of or in connection with (i) any breach, inaccuracy or nonfulfillment or
the alleged breach, inaccuracy or nonfulfillment of any of the representations,
warranties, covenants and agreements of the Buyer contained in the Agreement and
(ii) the ownership, and operation of the Patent following the transfer of the
Patent on the closing date of the Agreement. Pursuant to the Agreement, neither
the Buyer nor the Company, shall be obligated to indemnify the other party for
any Losses in excess of
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The Agreement also contains customary representations by the Company and the Buyer which are typically contained in such agreements. There can be no assurance that the Agreement will close as planned, or at all.
To evidence the assignment of the Patent, the Company agreed to enter into a
Patent Assignment Agreement (the "PAA") for the Patent, with the Buyer at the
closing of the Agreement. Pursuant to the PAA, the Company will agree to assign
the Patent to the Buyer, and also to provide evidence to the Buyer of the filing
of a request for recordation with the
The foregoing descriptions of Agreement and the PAA, do not purport to be complete and are qualified in their entirety by the full text of the Forms of the Agreement and the PAA which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On May24, 2022, the Company issued a press release regarding the entry into the Agreement and describing a planned change in its business strategy. The press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit No. Description
10.1* Form of Patent Purchase and
Assignment Agreement
with Emergence Global Enterprises
Inc. dated May 24, 2022 .
10.2* Form of Patent Assignment
Agreement with Emergence Global
Enterprises Inc. dated May 24,
2022 .
99.1** Press Release of the registrant
dated May 24, 2022 .
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
*Filed herewith.
**Furnished herewith.
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