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): April 3 , 2019
CEN BIOTECH, INC.
(Exact name of registrant as specified in its charter )
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Ontario, Canada |
000-55557 |
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(State or Other Jurisdiction
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(Commission File Number) |
(I.R.S. Employer Identification Number) |
7405 Tecumseh Road East Suite 300
Windsor, Ontario
Canada
N8T 1G2
(Address of principal executive offices, including zip code)
(519) 419-4958
(Registrant’s telephone number, including area code)
Not applicable.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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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 April 3, 2019, CEN Biotech, Inc. (the “ Company ”) entered into an amendment (the “ Amendment ”) to the Share Purchase Agreement executed on September 12, 2016 and dated August 31, 2016, which was amended on March 29, 2018, and on October 4, 2018 (the “ Agreement ”) by and between the Company and Stevan Pokrajac, Tesla Digital Inc. and Tesla Digital Global Group Inc. (the “ Sellers ”) to extend the closing date under the Agreement from December 15, 2018, to December 31, 2019. Additionally, pursuant to the Amendment the Company agreed to issue 1,000,000 shares of its common stock on the closing date of the Agreement to the Sellers as payment under the Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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10.1* |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
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CEN Biotech, Inc. |
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Date: April 8, 2019 |
By: |
/s/ Richard Boswell |
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Richard Boswell |
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Chief Financial Officer |
Exhibit 10.1
THIS IS AN AMENDING AGREEMENT made this 3 rd day of April, 2019.
B E T W E E N:
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 31 st , 2016;.
AND WHEREAS the Parties have further entered into an Amending Agreement made March 29 th , 2018 (the “March Agreement”);
AND WHEREAS the Parties have further entered into an Amending Agreement made September 28 th , 2018 (the “March Agreement”);
AND WHEREAS paragraph 2 of the said Amending Agreement provides that “…the closing date is December 15 th , 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:
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Attached hereto and marked as Schedule “A” is the Amending Agreement dated September 28th, 2018. The Parties agree that the September said Agreement is in full force and effect and legally binding on the Parties. |
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Paragraph 2 of the September Agreement shall be amended so that the reference therein to December 15 th , 2018 is changed to be “December 31 st , 2019” |
| deleted and a new paragraph shall be inserted as follows: | |
| “Transfer/issue one million (1,000,000) shares in the common stock of CEN Biotech Inc. to be listed on public stock exchange. This is in lieu of payment of $5,000,000.00 U.S. dollars referenced above. The closing date is on or before December 31 st , 2019.” |
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All other terms and conditions of the Sale Purchase Agreement and Amending March Agreement are to remain in full force and effect mutatis mutandis. |
IN WITNESS WHEREOF the parties hereto have hereunto set their hand and seals.
| SIGNED, SEALED AND DELIVERED | } | CEN BIOTECH INC. |
| in the presence of: | } | |
| } | __ /s/ Bahige Chaaban __________________ | |
| } | per: Bahige Bassem Chaaban, | |
| } | President | |
| } | I have authority to bind the Corporation | |
| } | ||
| } | ||
| } | _____ /s/ Steven Pokrajac __________ | |
| } | STEVEN POKRAJAC | |
| } | ||
| } | TESLA DIGITAL INC . | |
| } | ||
| } | ____ /s/ Steven Pokrajac _________ | |
| } | per: STEVEN POKRAJAC | |
| } | President | |
| } | I have authority to bind the Corporation | |
| } | ||
| } | TESLA DIGITAL GLOBAL GROUP INC. | |
| } | ||
| } | _______ /s/ Steven Pokrajac _________ | |
| } | Per : STEVEN POKRAJAC | |
| } | President | |
| } | I have authority to bind the Corporation |