Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference
into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on April 20, 2021, CEN Biotech Inc. (the "Company")
entered into a Share Exchange Agreement (the "Agreement") with Clear Com Media
Inc., an Ontario, Canada corporation ("CCM"), each of the shareholders of CCM as
set forth on the signature pages of the Agreement (the "CCM Shareholders") and
Lawrence Lehoux as the representative of the CCM Shareholders (each of CCM and
the CCM Shareholders may be referred to collectively herein as the "CCM
Parties"). The Agreement closed on July 9, 2021 and the Company acquired from
the CCM Shareholders, all of the common shares of CCM, which is 10,000 shares of
CCM common shares (the "CCM Stock") held by the CCM Shareholders, in exchange
(the "Exchange") for the issuance by the Company to the CCM Shareholders of
4,000,000 restricted shares of the Company's common stock, no par value per
share (the "Company Common Stock"). As a result, CCM became a wholly owned
subsidiary of the Company. In addition, the Company increased the number of
members on its Board of Directors (the "Board") by one and appointed and named
Mr. Lehoux as a member of the Board of the Company. Mr. Lehoux was also
appointed as the Company's Chief Technology Officer. Mr. Lehoux's employment is
governed by an Executive Employment Agreement, effective September 1, 2022 (the
"Employment Agreement") which was previously filed by the Company as Exhibit
10.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange
Commission (the "SEC") on August 31, 2022.
On March 23, 2023, the Company and the CCM parties agreed to unwind the
transactions set forth in the Agreement and entered into a Termination and
Release Agreement (the "Termination Agreement"). Pursuant to the Termination
Agreement, the Company will transfer the CCM Stock back to the CCM Shareholders.
The CCM Shareholders will keep the Company Common Stock in satisfaction of the
Company's indebtedness owing to CCM in the aggregate amount of Cdn$416,915.95.
CCM will also make a payment to the Company in the aggregate amount of
US$250,000 plus the Company's legal costs associated with this transaction. The
closing of these transactions shall take place on or about April 22, 2023 or on
such other date as the parties may agree. Upon the closing of the Termination
Agreement, Mr. Lehoux will resign from his position as director and Chief
Technology Officer of the Company, which will result in the termination of the
Employment Agreement.
Pursuant to the Termination Agreement, the Agreement will be of no further force
and effect, and the parties each release all other parties to the Agreement from
any and all claims, demands, etc. arising from the Agreement or the Termination
Agreement.
The foregoing descriptions of the Agreement and the Termination Agreement do not
purport to be complete and are qualified in their entirety by the terms and
conditions of the full text of the Agreement, which was previously filed as
Exhibit 10.1 to the Current Report on Form 8-K with the U.S. Securities and
Exchange Commission (the "SEC") by the Company on April 20, 2021, and the full
text of the Termination Agreement, which is attached hereto as Exhibit 10.1,
each of which is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth in Item 1.02 with respect to the resignation of Mr.
Lehoux as an officer and director of the Company is hereby incorporated by
reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Termination and Release
Agreement, dated March 23, 2023
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
*Filed herewith.
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