Item 1.01 Entry into a Material Definitive Agreement.
The DRG Split-Off
In accordance with the terms of that certain Assignment and Assumption Agreement
dated April 15, 2021, between Point of Care Nano-Technology, Inc., a Nevada
corporation ("PCNT"), and Dr. Raouf Guirguis ("Guirguis"), the following
transactions have taken place:
On March 23, 3022, PCNT entered into an Agreement of Conveyance, Transfer and
Assignment (the "Transfer Agreement") with DRG Transfer Inc., a Nevada
corporation and wholly owned subsidiary of the PCNT ("DRG"), and Guirguis
pursuant to which PCNT assigned, granted, conveyed and transferred to DRG all of
PCNT's right, title and interest in and to the Assets and Liabilities (as those
terms are defined in the Transfer Agreement) and DRG and Guirguis accepted such
assignment and transfer and assumed all of PCNT's duties and obligations in
connection with the Assets and Liabilities.
Included within the Assets transferred to DRG was a license assignment agreement
pursuant to which PCNT assigned to DRG all of PCNT's rights, duties, and
obligations of under that certain license agreement dated February 25, 2015 with
respect to certain intellectual property relating to diagnosing illness in
humans by means of a saliva test owned by Lamina Equities Corporation and
licensed to PCNT thereunder.
In accordance with the Transfer Agreement, effective March 23, 2022, PCNT
transferred and delivered to Guirguis all of the outstanding shares of capital
stock of DRG in exchange for the 26 million shares of common stock of PCNT then
owned by Guirguis.
The Cedoga Licensing and Distribution Agreement
On April 10, 2022, PCNT entered into that certain licensing and distribution
agreement (the "License Agreement") with Cedoga Consulting LLC ("Cedoga")
pursuant to which PCNT agreed to license from Cedoga certain intellectual
property related to regulated pet nutrition products (the "Products") on an
exclusive basis for marketing in the United States, Canada and Mexico with the
right to sublicense, distribute and manufacture the Products, as indicated in
the License Agreement. As consideration for this license, PCNT agreed to issue
to Cedoga 300,000 shares of PCNT common stock on a post-reverse split basis once
the PCNT reverse split has been completed. In addition, PCNT will pay Cedoga
certain royalties to be received from sublicensing in accordance with the
royalty schedule set forth in the License Agreement. PCNT will operate the
business related to the License Agreement and the Products through its newly
formed wholly owned subsidiary, Duo Sciences, Inc. This discussion is incomplete
and for more details relating to our licensing arrangement with Cedoga reference
is made to the License Agreement a copy of which is attached to this report as
Exhibit 10.4
Item 2.01 Completion of Acquisition or Disposition of Assets.
The discussion in Item 1.01 above with respect to completion of the DRG
Split-Off is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
Exhibit No. Description of Exhibit
10.1 Assignment and Assumption Agreement by and between Point of Care
Nano-Technology, Inc. and Dr. Raouf Guirguis dated April 15, 2021
(1)
10.2 License Assignment Agreement by and among Point of Care
Nano-Technology, Inc., DRG Transfer, Inc. and Dr. Raouf Guirguis dated
as of March 23, 2022
10.3 Agreement of Conveyance Transfer and Assignment by and among Point
of Care Nano-Technology, Inc., DRG Transfer, Inc. and Dr. Raouf
Guirguis dated as of March 23, 2022
10.4 Licensing and Distribution Agreement dated as of April 10, 2022 by
and between Point of Care Nano-Technology, Inc. and Cedoga Consulting
LLC
104 Cover Page Interactive Data File (the cover page tags are embedded
within the Inline XBRL document).
(1) Incorporated by reference to Exhibit 10.5 of the Form 10-12g of the
Registrant filed with the Securities and Exchange Commission on October 15,
2021.
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