UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2017
CEN BIOTECH, INC.
(Exact nameof registrant as specified in its charter)
Ontario, Canada |
| 000-55557 |
| _____ _____________ |
(State or other jurisdiction of |
| (Commission File Number) |
| (I.R.S. Employer Identification |
incorporation) | Number) |
20 North Rear Road, Lakeshore, Ontario, CanadaN0R lK0
(Addressof principal executive offices)
Registrant's telephonenumber, including area code
226-344-0660
(Former name or formeraddress, if changed since last report)
Checktheappropriate box belowiftheForm8-Kfiling is intended to simultaneously satisfy the filing obligation oftheregistrant under any of the following provisions:
[ ] | Writtencommunications pursuant to Rule425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting materialpursuant to Rule 14a-12 underthe Exchange Act (17 CFR 240,l4a-12) |
[ ] | Pre-commencement communications pursuanttoRule 14d-2(b)under the Exchange Act (17CFR 240,14d-2(b)) |
[ ] | Pre-commencement communications pursuant toRule I 3e-4(c) under the Exchange Act ( I 7 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. ☐
Unless otherwise indicated, in this Form 8-K, references to "we," "our," "us," the "Company," "CEN" or the "Registrant" refer to CEN Biotech, Inc.
Item 1.02Termination of a Material Definitive Agreement
On June 27, 2017, CEN Biotech, Inc. terminated the forward triangular merger agreement dated as of April 11, 2017 (the “Merger Agreement”) with Eastern Starr Biotech, Inc. (“Eastern”), the wholly owned subsidiary of Incumaker, Inc. (“Incumaker”). The Merger Agreement provided for a forward triangular merger with Eastern . Under the terms of the Merger Agreement, the stockholders of the Company would own 80% of Incumaker and Incumaker would own 100% of the Company. The Merger Agreement provided the right of either party to terminate the Merger Agreement if the merger was consummated by a specified date. CEN Biotech terminated the Merger Agreement under this provision without incurring any penalty or cost.
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.
Date: June 29, 2017
CEN Biotech, Inc.
(Registrant)
/s/ Bill Chaaban
BILL CHAABAN
Chief Executive Officer
2