CEN Biotech, Inc. entered into a non-binding term sheet to acquire Caduceus Software Systems Corp. in a reverse merger transaction on May 15, 2019. Under the terms of the transaction, the shareholders of CEN Biotech will be issued a number of shares of common stock of Caduceus Software Systems such that the shareholders of CEN Biotech shall own not less than 98% of the issued and outstanding shares of common stock of Caduceus Software Systems immediately after the closing of the merger. It is planned that the shares of Caduceus Software Systems to be issued in the merger shall be registered on a Form S-4 to be filed by Caduceus Software Systems with the Securities and Exchange Commission (SEC). Additionally, pursuant to the term sheet, Caduceus Software Systems and CEN Biotech agreed to an exclusivity period defined as the first to occur of June 30, 2019, the execution of the definitive agreement or the termination of the term sheet pursuant to its terms. Pursuant to the term sheet, if Caduceus Software Systems or any of its officers or directors breaches the terms and conditions of the exclusivity period, Caduceus Software Systems shall pay CEN Biotech a cash payment in the amount of $0.05 million as breakup fee. According to the term sheet, at the closing, all of the current officers and directors of Caduceus Software Systems shall resign, and shall be replaced by officers and directors as designated by CEN Biotech.

As of June 21, 2019, CEN Biotech, Inc. entered into a definitive agreement to acquire Caduceus Software Systems Corp. in a reverse merger transaction. Under the terms of agreement, each share of the CEN issued and outstanding common stock shall be converted into and shall become one fully paid and no assessable share of common stock of Caduceus Software. Any fractional shares of CEN Common Stock issued and outstanding be converted into and shall become the same fraction of a fully paid and no assessable share of Caduceus Software Common Stock, such that, for such fraction of a share of CEN Common Stock, the holder thereof will be issued an equal fraction of a share of CSOC Common Stock. Each share of CEN Common Stock issued and outstanding immediately that is owned by Caduceus Software and each share of CEN Common Stock that is owned by the CEN itself as treasury stock shall be cancelled and retired and cease to exist, and no payment or distribution shall be made with respect thereto. Any outstanding shares of Caduceus Software Common Stock that are owned by Caduceus Software shall be cancelled and retired and shall cease to exist and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Upon the closing of the agreement the current members of the Caduceus Software Board of Directors shall take such actions as required to expand the Caduceus Software Board to be at least four persons total, and thereafter to add three persons designated by the CEN as new members of the Caduceus Software Board, after which the current members of the Board shall resign. Additionally, pursuant to the agreement, at the closing, all current officers of Caduceus Software shall resign, and the new members of the Caduceus Software Board as reconstituted pursuant to the foregoing, shall elect new officers.

The closing of the transaction will be subject to the satisfaction or waiver of customary conditions to closing, as shall be set forth in the definitive agreement, including satisfactory completion of CEN Biotech's due diligence review and the approval of the Board, and by the shareholders of CEN Biotech, if required by applicable law, and the Board of Directors of Caduceus Software Systems. In addition, according to the term sheet, prior to closing, Caduceus Software Systems agreed to undertake certain actions, which are conditions precedent to the closing, and which include Caduceus Software Systems converting all of its outstanding debt into shares of Caduceus Software Systems, Caduceus Software Systems filing a Form 10 registration statement with the SEC and filing a Form S-4 registration statement with the SEC, Caduceus Software Systems effecting a reverse stock split of Caduceus Software Systems' common stock such that at the closing, no more than 28 million shares of Caduceus Software Systems common stock are issued and outstanding and Caduceus Software Systems amending its Articles of Incorporation and Bylaws, third party approvals, CEN shareholders approval, The transaction has been unanimously approved by the Board of Directors of each CEN Biotech and Caduceus Software. The term sheet shall terminate on May 17, 2019, unless prior to that time CEN Biotech shall have received a counterpart of the term sheet executed by Caduceus Software Systems. The transaction is expected to close on or around August 30, 2019. Laura Anthony and John Cacomanolis of Legal & Compliance, LLC acted as legal advisors to CEN Biotech.