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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): July 14, 2022
 
CEN BIOTECH, INC.
(Exact name of registrant as specified in its charter)
 
Ontario, Canada
000-55557
-
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
300-3295 Quality Way
Windsor, Ontario
Canada
N8T 3R9
(Address of principal executive offices, including zip code)
 
(519) 419-4958
(Registrant’s telephone number, including area code)
 
Not applicable.
(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 Exchange 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:
 
Title of each class   Trading
Symbol(s)		   Name of each exchange
on which registered
None   N/A   N/A
 
☑
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
   
☐
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 1.01
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
  
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)
 
 
 
 

Exhibit 10.1

 

 

Amendment No. 1 to

Patent Purchase and Assignment Agreement

 

Dated as of July 14, 2022

 

This Amendment No. 1 to Patent Purchase and Assignment Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”) by and between (i) CEN Biotech Inc., a corporation incorporated pursuant to the laws of Ontario, Canada (“Seller”), and (ii) Emergence Global Enterprises Inc., a corporation incorporated pursuant to the laws of British Columbia, Canada (the “Buyer”). Each of the Buyer and Seller may be referred to herein collectively as the “Parties” and separately as a “Party”.

 

WHEREAS, the Parties are the parties to that certain Patent Purchase and Assignment Agreement dated as of May 23, 2022 (the “Agreement”) and now desire to amend the Agreement, and pursuant to Section 9.10(a) of the Agreement, the Agreement may be amended in writing;

 

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:

 

 

1.

Defined terms used herein without definition shall have the meanings set forth in the Agreement.

 

 

2.

Pursuant to the provisions of Section 9.10(a) of the Agreement, the Agreement is hereby amended as follows:

 

 

(a)

The “Termination Date” is hereby amended to be August 15, 2022.

 

 

(b)

The Parties acknowledge and agree that the reference to the “Closing Date” on the signature page to the Agreement was a typographical error, and the Agreement was in fact executed on the Effective Date as defined in the Agreement. The Agreement is hereby amended to correct such typographical error.

 

 

3.

Other than as amended herein, the Agreement shall remain in full force and effect. Following the execution of this Amendment, any references in the Agreement to the “Agreement” shall be deemed a reference to the Agreement as amended by the Amendment.

 

 

4.

This Amendment shall be governed by, enforced, and construed under and in accordance with the Laws of British Columbia, without giving effect to the principles of conflicts of law thereunder.

 

 

5.

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signatures Appear on Following Page]

 

1
 

 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.

 

 

 

CEN Biotech Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Brian S. Payne

 

 

Name:

Brian S. Payne

 

 

Title:

Chief Executive Officer

 
       
       
       
  Emergence Global Enterprises Inc.  
       
       
  By: /s/ Joseph A. Byrne  
  Name: Joseph A. Byrne  
  Title: Chief Executive Officer  

 

 

2
 

Exhibit 10.2

 

Termination of

Patent Purchase and Assignment Agreement

 

Dated as of July 19, 2022

 

This Termination of Patent Purchase and Assignment Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Effective Termination Date”) by and between (i) CEN Biotech Inc., a corporation incorporated pursuant to the laws of Ontario, Canada (“Seller”), and (ii) Emergence Global Enterprises Inc., a corporation incorporated pursuant to the laws of British Columbia, Canada (the “Buyer”). Each of the Buyer and Seller may be referred to herein collectively as the “Parties” and separately as a “Party”.

 

WHEREAS, the Parties are the parties to that certain Patent Purchase and Assignment Agreement dated as of May 23, 2022, as amended by the Amendment No. 1 to Patent Purchase and Assignment Agreement dated as of July 14, 2022 (as so amended, the “Agreement”) and now desire to terminate the Agreement, and pursuant to Section 7.01(a) of the Agreement, the Agreement may be terminated by the mutual consent of the Parties;

 

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:

 

 

1.

Defined terms used herein without definition shall have the meanings set forth in the Agreement.

 

 

2.

Pursuant to the provisions of 7.01(a) of the Agreement, the Agreement is hereby terminated as of the Effective Termination Date and the Agreement shall hereafter be null and void and of no further force or effect, and each Party acknowledges and agrees that neither Party shall have any ongoing rights or obligations pursuant to the Agreement, provided that, notwithstanding the foregoing, Section 7.03 of the Agreement and such additional provisions as referenced therein shall survive this termination and continue in effect in accordance with their terms.

 

 

3.

This Termination shall be governed by, enforced, and construed under and in accordance with the Laws of British Columbia, without giving effect to the principles of conflicts of law thereunder.

 

 

4.

This Termination may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signatures Appear on Following Page]

 

1
 

 

IN WITNESS WHEREOF, the Parties have executed this Termination as of the Effective Termination Date.

 

 

 

CEN Biotech Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Brian S. Payne

 

 

Name:

Brian S. Payne

 

 

Title:

Chief Executive Officer

 
       
       
  Emergence Global Enterprises Inc.  
     
     
  By: /s/ Joseph A. Byrne  
  Name: Joseph A. Byrne  
  Title: Chief Executive Officer  

 

 

2