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): March 16, 2020
CEN BIOTECH, INC.
(Exact name of registrant as specified in its charter)
|
Ontario, Canada |
000-55557 |
- |
|
(State or Other Jurisdiction
|
(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:
|
☐ |
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)) |
|
|
Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
|
☑ |
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). |
|
|
|
|
☐ |
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 March 16, 2020, 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, October 4, 2018 and April 3, 2019 (the “Agreement”) by and between the Company and Stevan Pokrajac, Tesla Digital Inc. and Tesla Digital Global Group Inc. to extend the closing date under the Agreement from December 31, 2019, to December 31, 2021. No other changes to any of the terms of the Agreement were made by the Amendment.
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
|
Exhibit No. |
|
Description |
|
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.
|
|
CEN Biotech, Inc. |
|
|
|
|
|
|
|
|
|
|
Date: March 17, 2020 |
By: |
/s/ Bahige Chaaban |
|
|
|
Bahige Chaaban |
|
|
|
President |
Exhibit 10.1
THIS IS AN AMENDING AGREEMENT made this 16th day of March, 2020. 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 April 3d, 2019 (the “April Agreement”);
AND WHEREAS the Parties have further entered into an Amending Agreement made March 29th, 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 with all amendments referenced above is in full force and effect and legally binding on the Parties. |
|
2. |
Paragraph 3 of the Agreement dated March 29, 2018 shall be amended so that the reference therein to December 31, 2019 is changed to be “December 31th 2021” |
|
3. |
All other terms and conditions of the Sale Purchase Agreement and the amendments referenced above 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 Chaaban | |
| Per: Bahige 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 |