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): November 27 , 201 8
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 November 27, 2018, CEN Biotech, Inc. (the “ Company ”) executed a share repurchase agreement (the “ Share Repurchase Agreement ”) with James Robinson, pursuant to which the Company repurchased from Mr. Robinson 714 shares of special voting stock in the capital of the Company, at a purchase price in the aggregate amount of $0.07. The title of the class of such shares is “Special Voting” shares of the Company. Each such share of capital stock was entitled to 500 votes. Accordingly, all of this class of special voting stock, which was the only special voting stock of the Company, has been redeemed, retired and cancelled. Accordingly, on the date of the Share Repurchase Agreement, the common shareholders hold the only voting stock of the Company.
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 3.03 Material Modification to Rights of Security Holders
The disclosure set forth in Item 1.01 is hereby incorporated in its entirety into this item.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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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: November 30, 2018
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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 13th day of November, 2018.
Executed and delivered on November 27, 2018
B E T W E E N:
james l. robinson
(the “
Vendor”
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- and -
cen biotech inc.
(the “
Corporation
”)
RECITALS:
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A. |
The Vendor is the registered and beneficial owner of Seven Hundred Fourteen (714) Special Voting Shares in the capital of the Corporation (the “ Subject Shares ”); |
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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 Shares upon and subject to the terms of this Agreement.
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2. |
Purchase Price |
The purchase price payable for the Subject Shares will be US $0.07 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 Shares 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 |
The 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 Shares; 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 . |
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.
| SIGNED AND DELIVERED | ) | |
| in the presence of | ) | |
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| ____ /s/ Kenneth W. E. Berry ________ | ) | ____ /s/ James L. Robinson _______ |
| Witness | James L. Robinson |
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CEN BIOTECH INC. |
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Per: | ____/s/ Bill Chaaban_______ |
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Name: Bahige (Bill) Chaaban |
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Date: Nov 27, 2018 |
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Name:
Title: |
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