Item 1.01. Entry into a Material Definitive Agreement.
The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of
The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The issuances described in Item 5.02 are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering.
Item. 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Management Changes
On
On
On
Executive Employment Agreement with
On
The Employment Agreement can be terminated by
The Company can also terminate the Employment Agreement for "Cause" as such term
is defined in the Employment Agreement, and if that occurs, no sums will be
payable by the Company except for: (i) any unpaid base salary through the date
of termination, (ii) reimbursement for any expenses for which the Mr. Purdy had
not been reimbursed and (iii) only if the act of "Cause" does not constitute
willful misconduct, disobedience or willful neglect of duty that is not trivial
and has not been condoned by the Company, any other amount due under the
Employment Agreement for termination pay or severance pay. The Company can also
terminate the Employment Agreement without "Cause" at any time. Pursuant to the
Employment Agreement, in connection with the sale of the Company or any other
transaction constituting a "Change in Control" as such term is defined in the
Employment Agreement or a strategic transaction, the Company may, but will not
be obligated, to provide
"Good Reason" is defined under the Employment Agreement as a material diminution
in the base salary, excluding reductions (totaling no more than 20% in the
aggregate) generally applicable to all senior executives provided, however, that
such exclusion does not apply if the material diminution in occurs within 60
days prior to the consummation of a "Change in Control" that was already under
consideration when the notice of the occurrence of the event alleging "Good
Reason" was made or 12 months thereafter. "Cause" is defined under the
Employment Agreement as (i) an intentional tort (excluding any tort relating to
a motor vehicle) which causes substantial loss, damage or injury to the property
or reputation of the Company or its subsidiaries (ii) continued or repeated
gross neglect of
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 hereto and incorporated by reference herein.
Restricted Stock Agreement with
On
? 700,000 of the Restricted Shares are to vest on the grant date ofDecember 6, 2021 (the "Grant Date"); ? The remaining 1,800,000 of the Restricted Shares are to vest over a three (3) year period with one-thirty-sixth (1/36th) or 50,000 of the number of Restricted Shares vesting on the one (1) month anniversary of the Grant Date and an additional one-thirty-sixth (1/36th) or 50,000 of the number of Restricted Shares vesting at the end of each one (1) month anniversary thereafter (each a "Vesting Date"), provided thatMr. Purdy continues to be an employee of the Company in good standing, as of the applicable Vesting Date, such that one hundred percent (100%) of the Restricted Shares will have vested on the third (3rd) anniversary of the Grant Date.
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Notwithstanding the foregoing, the Restricted Shares shall become immediately vested upon a change of control of the Company.
The description of the RSA does not purport to be complete and is qualified in its entirety by the full text of the RSA, a copy of which is filed herewith as Exhibit 10.2 hereto and is incorporated by reference 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 Description No. 10.1* Executive Employment Agreement betweenCEN Biotech, Inc. andRick Purdy , 10.2* datedDecember 6, 2021 . 17.1* Restricted Stock Agreement betweenCEN Biotech, Inc. andRick Purdy , datedDecember 6, 2021 . Resignation letter fromJoseph Byrne , datedDecember 6, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith.
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