Thursday, July 21, 2022 1:09:03 PM
Entry into a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2022 by CEN Biotech, Inc., an Ontario, Canada corporation (the “Company”), on May 24, 2022, the Company entered into a Patent Purchase and Assignment Agreement (the “Agreement”) with Emergence Global Enterprises Inc., a corporation incorporated pursuant to the laws of British Columbia, Canada (the “Buyer”).
On July 14, 2022, the Company entered into Amendment No. 1 to Patent Purchase and Assignment Agreement (the “Amendment”). Pursuant to the Amendment, Section 9.10(a) of the Agreement is amended such that the “Termination Date” is amended to be August 15, 2022. Furthermore, reference to the “Closing Date”, as defined in the Agreement, on the signature page to the Agreement was a typographical error. The Agreement was in fact executed on the “Effective Date”, as defined in the Agreement. The Agreement was amended to correct such typographical error.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 1.02
Termination of a Material Definitive Agreement.
On July 19, 2022, pursuant to a Termination of Patent Purchase and Assignment Agreement (“Termination Agreement”), the Company and Buyer agreed to terminate the Agreement as of the “Effective Termination Date”, as defined in the Agreement, and the Agreement shall thereafter be null and void, and of no further force or effect. Furthermore, each the Company and Buyer recognize that neither party shall have any ongoing rights or obligations pursuant to the Agreement.
The foregoing description of the Termination Agreement is qualified in its entirety by reference to the Termination Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Amendment to No. 1 to Patent Purchase and Assignment Agreement dated July 14, 2022 by and between the Company and Emergence Global Enterprises Inc.
10.2 Termination of Patent Purchase and Assignment Agreement dated July 19, 2022 by and between the Company and Emergence Global Enterprises Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
CEN Biotech, Inc.
Date: July 20, 2022 By:
/s/ Brian S. Payne
Brian S. Payne
Interim Chief Executive Officer (principal executive officer)
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