Item 1.01 Entry into a Material Definitive Agreement.
On April 2, 2021, CEN Biotech, Inc., an Ontario, Canada corporation (the
"Company") entered into a business coaching contract (the "Agreement") with
CONFIEN SAS ("CS"). Pursuant to the Agreement, CS agreed to provide the Company
with business coaching services to address overall goals as well as specific
projects of the Company. Services under the Agreement, may include setting
priorities, establishing goals, identifying resources, brainstorming, creating
action plans, asking clarifying questions, and providing models, examples, and
in-the- moment skills training. Pursuant to the Agreement, the Company agreed to
compensate CS by issuing CS 650,000 restricted shares of the Company's common
stock (the "Shares") pursuant to a Restricted Stock Agreement under the
Company's 2021 Equity Compensation Plan. The term of the Agreement is for twelve
(12) months, after which time the Agreement shall be on a month-to-month basis,
and the Company or CS, must give the other party two (2) weeks' notice if they
desire to terminate the Agreement. The foregoing description of the Agreement
does not purport to be complete and is qualified in its entirety by the full
text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
On April 2, 2021, in order to issue the Shares under the Agreement, the Company
entered into a Restricted Stock Agreement under the Company's 2021 Equity
Compensation Plan (the "RSA") pursuant to which the Company issued the Shares to
CS. The foregoing 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
as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated
by reference into this Item 3.02. The Shares issued as described in Item 1.01
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 9.01 Financial Statements and Exhibits.
10.1 Business Coaching Contract between
10.2 CEN Biotech, Inc. and CONFIEN SAS
dated April 2, 2021.
Restricted Stock Agreement between
CEN Biotech, Inc. and CONFIEN SAS
dated April 2, 2021.
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