Item 1.01. Entry into a Material Definitive Agreement.
On May 24, 2022, CEN Biotech, Inc., an Ontario, Canada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with 1800 DIAGONAL LENDING LLC, a Virginia limited liability company (“Diagonal”), pursuant to which Diagonal purchased a convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $70,000. Pursuant to the SPA, the Company agreed to reimburse Diagonal $3,750 for Diagonal’s legal fees and due diligence fees in connection with entry into the SPA and the issuance of the Note. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents.
The maturity date of the Note is May 24, 2023 (the “Maturity Date”). The Note bears interest at a rate of 8% per annum, and a default interest of 22% per annum. Diagonal has the option to convert all of the outstanding amounts due under the Note into shares of the Company’s no par value per share common stock beginning on the date which is 180 days following the issuance date of the Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, as such term is defined under the Note. The conversion price under the Note for each share of common stock is equal to 65% of the lowest trading price of the Company’s common stock for the 10 prior trading days including the day upon which a notice of conversion is received by the Company. The conversion of the Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal $2,000 per day for each day beyond such deadline.
Prior to the 180th day of the issuance date Note, the Company may prepay the Note in whole or in part, however if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 120%. If the Company prepays the Note between the 61st day after issuance and the 120th day after issuance, the prepayment percentage is 125%. If the Company prepays the Note between the 121st day after issuance and the 180 days after issuance, the prepayment percentage is 130%. After such time, the company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.
Pursuant to the Note, as long as the Company has any obligations under the Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a “shell company” as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
The Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitle Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon an Event of Default, interest shall accrue at a default interest rate of 22%, and the Company shall pay to the Diagonal an amount equal to the greater of (a) 150% of all amounts due and owing under the Note and (b) the highest number of shares of common stock issuable upon conversion of such amount at the highest closing price or the common stock during the default period, among other remedies for specific events of default.
The foregoing descriptions of SPA and Note, do not purport to be complete and are qualified in their entirety by the full text of the Forms of the of SPA and Note which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.