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): October 4 , 2018

 

CEN BIOTECH, INC.  

(Exact name of registrant as specified in its charter)

 

Ontario, Canada

 

000-55557

 

  

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

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 October 4, 2018, CEN Biotech, Inc. (the “ Company ”) entered into an amendment to the Share Purchase Agreement dated August 31, 2016, which was amended on March 29, 2018 (the “PTT Agreement”) by and between the Company and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. to extend the closing date under the PTT Agreement to December 15, 2018.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the PTT 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

 

 

10.1

Amending Agreement dated October 4, 2018

 

 
 

 

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: October 9, 2018

 

 

CEN BIOTECH, INC.

 

 

 

 

 

 

By:

/s/ Joseph Byrne

 

 

 

Joseph Byrne

 

 

 

Chief Executive Officer

 

 

Exhibit 10.1

 

 

THIS IS AN AMENDING AGREEMENT made this 4th day of October, 2018. BETWEEN:

 

CEN BIOTECH INC

(Buyer)

(herein "CEN")

 

and -

 

STEVAN POKRAJAC and TESLA DIGITAL INC and

TESLA DIGITAL GLOBAL GROUP INC

(Seller)

(herein "PTT”)

 

WHEREAS the Parties have entered into a Sale Purchase Agreement on August 31st, 2016;

 

AND WHEREAS the Parties have further entered into an Amending Agreement made March 29 th , 2018 (the “March Agreement”);

 

AND WHEREAS paragraph 2 of the said Amending Agreement provides that "...the closing date is September 30th, 2018";

 

AND WHEREAS it is desirous that paragraph 2 of the said Amending Agreement be amended in accordance with the terms herein.

 

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of ONE ($1.00) DOLLAR and the agreements herein contained, the receipt and sufficient of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

 

1.

The Parties agree that the March Agreement is in full force and effect and legally binding on the Parties.

 

2.

Paragraph 3 of the March Agreement shall be amended so that the reference therein to September 30, 2018 is changed to be “December 15 th 2018”

 

3.

All other terms and conditions of the Sale Purchase Agreement and March Agreement are to remain in full force and effect mutatis mutandis.

 

IN WITNESS WHEREOF the parties hereto have hereunto set their hand and seal.

 

SIGNED, SEALED AND DELIVERED CEN BIOTECH INC.  
In the presence of:    
  /s/ Bahige Bassem Chaaban  
  Per: Bahige Bassem Chaaban, President  
  I have the authority to bind the Corporation  
     
  /s/ Stevan Pokrajac  
  Stevan Pokrajac  
     
  TESLA DIGITAL INC  
     
  /s/ Stevan Pokrajac  
  Per: Stevan Pokrajac, President  
  I have the authority to bind the Corporation  
     
  TESLA DIGITAL GLOBAL GROUP INC.  
     
  /s/ Stevan Pokrajac  
  Per: Stevan Pokrajac  
  I have the authority to bind the Corporation