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CLEAR AS MUDD....
Then the company refiled the new FORM 10 with the Feb 28th date.
http://www.sec.gov/Archives/edgar/data/165382...ex99z1.htm
EX-99.1 11 form10123115_ex99z1.htm EXHIBIT 99.1 INFORMATION STATEMENT
Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.
PRELIMINARY AND SUBJECT TO COMPLETION, DATED DECEMBER 31, 2015
INFORMATION STATEMENT
CEN Biotech, Inc.
This information statement is being furnished in connection with the distribution by Creative Edge Nutrition, Inc. ("Creative"
to its shareholders of all of the outstanding shares of common stock of CEN Biotech, Inc. (“CEN”), a subsidiary of Creative that will hold all of the assets and liabilities associated with Creative's specialty pharmaceutical business. To implement the distribution, Creative will distribute all of the shares of CEN common stock on a pro rata basis to the Creative shareholders in a manner that is intended to be tax-free for U.S. federal income tax purposes.
For every 700 shares of Creative common stock held of record by you as of the close of business on February 28, 2016, the record date for the distribution, you will receive one share of CEN common stock. No fractional shares of CEN will be issued. As discussed under The Separation and Distribution—Trading Between the Record Date and Distribution Date, if you sell your Creative common shares in the "regular-way" after the record date and before the distribution, you also will be selling your right to receive shares of CEN common stock in connection with the separation. CEN expects the shares of CEN common stock to be distributed by Creative to you in the month following February 28, 2016, with an anticipated date of February 28, 2016. CEN refers to the date of the distribution of the CEN common stock as the "distribution date."
No vote of Creative shareholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send a proxy to Creative, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing Creative common shares or take any other action to receive your shares of CEN common stock.
There is no current trading market for CEN common stock. A market maker has agreed to file an application with FINRA on CEN’s behalf so as to be able to quote the shares of CEN’s common stock on the OTCQB maintained by the OTC Markets Group. If CEN becomes able to have its shares of common stock quoted on the OTCQB, CEN will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC" to permit its shares to trade electronically. CEN plans on applying for listing on the NYSE MKT upon obtaining DTC eligibility. No assurances can be given as to the likelihood of CEN being successful in any or all of these efforts.
In reviewing this information statement, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 14.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.
This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The date of this information statement is December 31, 2015.
This information statement was first mailed to Creative shareholders on or about January __, 2016.
CLEAR AS MUDD....
Then the company refiled the new FORM 10 with the Feb 28th date.
http://www.sec.gov/Archives/edgar/data/165382...ex99z1.htm
EX-99.1 11 form10123115_ex99z1.htm EXHIBIT 99.1 INFORMATION STATEMENT
Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.
PRELIMINARY AND SUBJECT TO COMPLETION, DATED DECEMBER 31, 2015
INFORMATION STATEMENT
CEN Biotech, Inc.
This information statement is being furnished in connection with the distribution by Creative Edge Nutrition, Inc. ("Creative"
to its shareholders of all of the outstanding shares of common stock of CEN Biotech, Inc. (“CEN”), a subsidiary of Creative that will hold all of the assets and liabilities associated with Creative's specialty pharmaceutical business. To implement the distribution, Creative will distribute all of the shares of CEN common stock on a pro rata basis to the Creative shareholders in a manner that is intended to be tax-free for U.S. federal income tax purposes. For every 700 shares of Creative common stock held of record by you as of the close of business on February 28, 2016, the record date for the distribution, you will receive one share of CEN common stock. No fractional shares of CEN will be issued. As discussed under The Separation and Distribution—Trading Between the Record Date and Distribution Date, if you sell your Creative common shares in the "regular-way" after the record date and before the distribution, you also will be selling your right to receive shares of CEN common stock in connection with the separation. CEN expects the shares of CEN common stock to be distributed by Creative to you in the month following February 28, 2016, with an anticipated date of February 28, 2016. CEN refers to the date of the distribution of the CEN common stock as the "distribution date."
No vote of Creative shareholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send a proxy to Creative, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing Creative common shares or take any other action to receive your shares of CEN common stock.
There is no current trading market for CEN common stock. A market maker has agreed to file an application with FINRA on CEN’s behalf so as to be able to quote the shares of CEN’s common stock on the OTCQB maintained by the OTC Markets Group. If CEN becomes able to have its shares of common stock quoted on the OTCQB, CEN will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC"
to permit its shares to trade electronically. CEN plans on applying for listing on the NYSE MKT upon obtaining DTC eligibility. No assurances can be given as to the likelihood of CEN being successful in any or all of these efforts. In reviewing this information statement, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 14.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.
This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The date of this information statement is December 31, 2015.
This information statement was first mailed to Creative shareholders on or about January __, 2016.
