UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11 , 2017
CEN BIOTECH, INC.
(Exact name of registrant as specified in its charter)
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Ontario, Canada |
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000-55557 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
7405 Tecumseh Rd, Suite 300, Windsor, Ontario, Canada N8T1G2
(Address of principal executive offices) (Zip Code)
Registrant ’s telephone number, including area code: (519) 419-4958
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 11, 2017, CEN Biotech, Inc. (the “ Company ”) entered into a share repurchase agreement (the “ Share Repurchase Agreement ”) with Bahige (Bill) Chaaban, pursuant to which the Company repurchased from Mr. Chaaban 99,286 shares of special voting stock in the capital of the Company, at a purchase price in the aggregate amount of $9.93. Each share of the special voting stock is entitled to 500 votes. Mr. Chaaban is the Chairman of the Board of Directors and President of the Company. Accordingly, all of the special voting stock owned by Mr. Chaaban has been redeemed and retired.
The foregoing description of the Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
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10.1 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 12, 2017
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CEN BIOTECH, INC. |
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By: |
/s/ Joseph Byrne |
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Joseph Byrne |
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Chief Executive Officer |
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Exhibit 10.1
Share Purchase Agreement
THIS AGREEMENT made as of this 11th day of December, 2017.
B E T W E E N:
bahige (bill) chaaban
(the “
Vendor”
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- and -
cen biotech inc.
(the “
Corporation
”)
RECITALS:
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A. |
T he Vendor is the registered and beneficial owner of One Hundred Thousand (99,286) Special Voting Shares in the capital of the Corporation (the " Subject Shares "), representing all of the issued and outstanding Special Voting Shares in the capital of the Corporation; |
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B. |
The Vendor desires to sell Subject Shares and the Corporation desires to purchase the Subject Shares for cancellation, upon and subject to the terms of this Agreement; |
The parties agree as follows:
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1. |
Purchase and Sale |
The Corporation shall purchase and the Vendor shall sell the Subject S hares upon and subject to the terms of this Agreement.
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2. |
Purchase Price |
The purchase price payable for the Subject S hares will be US $9.93 in the aggregate (the “ Purchase Price ”).
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3. |
Satisfaction of Purchase Price |
The Corporation will pay the Purchase Price to the Vendor on the date hereof, by cheque, cash or other immediately available funds.
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4. |
Delivery of Share Certificate for Cancellation of the Subject Shares |
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(a) |
On the date hereof the Vendor shall deliver to the Corporation the share certificate representing the Subject Shares to be sold by such Vendor , duly endorsed for transfer to the Corporation . |
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(b) |
Upon receipt of the share certificate representing the Subject Shares, the Corporation shall direct the Secretary of the Corporation to cancel the Subject Shares, and upon such direction, such shares will be deemed to be cancelled. |
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5. |
Representations and Warranties of the Corporation |
The Corporation represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying on such representations and warranties in connection with the sale to the Corporation of the Subject Shares:
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(a) |
the Corporation is duly incorporated under the laws of Canada with an authorized capital as set forth in the Articles of Incorporation of the Corporation as amended from time to time; and |
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(b) |
the execution and delivery of this Agreement and the purchase of the Subject S hares provided for in this Agreement has been duly authorized by all necessary corporate action of the Corporation. |
The foregoing representations and warranties will not merge on the closing of the transactions contemplated in this Agreement but will continue thereafter in full force and effect for the benefit of the Vendor.
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6. |
Representations and Warranties of the Vendor |
T he Vendor represents and warrants to the Corporation as follows and acknowledges that the Corporation is relying on such representations and warranties in connection with the purchase by the Corporation of the Subject Shares:
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(a) |
the Vendor is the legal and beneficial owner of the Subject Shares to be sold by him with a good and valid title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever; |
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(b) |
no person, firm or corporation has any agreement, option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement for the purchase, transfer or acquisition of any of the Subject S hares; and |
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(c) |
the Vendor is not a non-resident of Canada within the meaning of section 116 of the Income Tax Act OR the Subject Shares are not taxable Canadian property of the Vendor within t he meaning of the Income Tax Act . |
The foregoing representations and warranties will not merge on the closing of the transactions contemplated hereby but will continue thereafter in full force and effect for the benefit of the Corporation.
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7. |
Counterparts |
This Agreement may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument.
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8. |
Further Assurances |
The Corporation and the Vendor agree to execute such other documents and to do all such things as may be necessary or desirable to give effect to the terms of this Agreement and carry out the provisions hereof.
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9. |
Choice of Law |
The laws of Canada applicable therein govern all matters arising under this Agreement.
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10. |
Enurement |
This Agreement is binding upon and will enure to the benefit the parties hereto and their successors and assigns.
THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK -
SIGNATURE PAGE FOLLOWS
The PARties have executed this Agreement as of the date first written above.
| _____/s/ Bahige Chaaban___ | |
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Bahige (Bill) Chaaban |
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| CEN BIOTECH INC. | |
| Per: ______ /s/ Richard Boswell __ | |
| Name: Richard Boswell | |
| Title: CFO | |