Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 7, 2021 (“Closing Date”), CEN Biotech, Inc. a corporation incorporated under the laws of Canada operating in the Province of Ontario (the “Company”) entered into and closed on a definitive agreement with Tesla Digital Inc., an Ontario, Canada corporation, Tesla Digital Global Group, Inc., an Ontario, Canada corporation, as well as Steven Pokrajac individually (together, the “Sellers”), pursuant to which the parties agreed to the sale and assignment of certain assets of the Sellers (the “Purchased Assets”) related to a Light Emitting Diode Driver Circuit, as more specifically set forth in the Asset Purchase Agreement, Patent Assignment and Bill of Sale (together, the “Transaction Documents”) attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively. The Company and Sellers may be referenced hereafter as the “Parties”.
Pursuant to the Transaction Documents, the Company agreed to complete the purchase, acquisition and acceptance from the Sellers of the Purchased Assets, which include all of the Sellers’ right, title, and interest in and to United States patent number U.S. 8723,425 (the “Patent”), in and to the inventions therein set forth and any reissue, reexamination, renewal, divisional, or continuation thereof, in addition to, any related manufacturing machinery plus inventory on hand, and all know-how pertaining to manufacture, use, operation maintenance, development, enjoyment and exploitation of the Patent and the related manufacturing machinery (the “Property”).
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U.S. Patent
Application No.
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Application
Filing Date
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Status
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U.S.
Patent
No.
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Issue
Date
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Subject Matter
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13/525,703
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06/18/2012
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Issued U.S. Patent
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8,723,425
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05/13/2014
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Light Emitting Diode Driver Circuit
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The Sellers cooperated with the Company to perfect the sale and assignment of the Patent and Property, including through execution of the Patent Assignment and recordation of the same with the U.S. Patent Office, on October 7, 2021.
As consideration for the sale, assignment and transfer of the Purchased Assets (the “Tesla Digital Transaction”), on the Closing Date the Company agreed to pay to the Sellers (i) 5,000,000 shares of the Company’s Common Stock, at no par value per share (the “Shares”), (ii) that parcel of real property known as 1517-1525 Ride Road, Essex, Ontario (Canada), further detailed in Exhibit 10.1, which the Parties acknowledged has already been satisfactorily tendered by Company to Sellers with assumption of mortgage, and (iii) that parcel of real property known as 135 North Rear Road, Town of Lakeshore, Ontario (Canada), further detailed in Exhibit 10.1, which the Parties acknowledged has already been satisfactorily tendered by Company to Sellers with assumption of mortgage.
Pursuant to notice given to its current transfer agent on Closing Date, the Company has authorized and instructed transfer agent to reserve the Shares of the Company for issuance upon the written request of any of the Sellers in accordance with the terms therein and following written confirmation by the Company. The Shares shall be issued to Stevan Pokrajac, In Trust.
The Transaction Documents are the definitive agreements between the Company and Sellers, following a Sale Purchase Agreement for the sale of certain assets, properties and rights dated August 31, 2016, as well as its Amending Agreements dated March 29, 2018, September 30, 2018, April 3, 2019 and March 16, 2020.
The foregoing description of the Transaction Documents does not purport to be complete and is qualified in its entirety by reference to the Transaction Documents, which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.