Another filing that clears the muddy water a bit.
10-12G/A 1 form10a1_1012gz.htm FORM 10/A1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(
OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-55557
CEN Biotech, Inc.
(Name of Small Business Issuer in its charter)
Ontario, Canada
-
(State or other jurisdiction of
(I.R.S. employer
incorporation or formation)
identification number)
20 North Rear Rd.
Lakeshore, Ontario, Canada
N0R lK0
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number: 226-344-0660
Securities to be registered pursuant to Section 12(g) of the Act
Title of each class to be so registered
Name of each exchange on which
each class is to be registered
7,000,000
Common stock, no par value
N/A
100,000
Preferred stock, no par value
Securities to be registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer .
Accelerated filer .
Non-accelerated filer .
(Do not check if a
smaller reporting company)
Smaller reporting company X .
1
CEN BIOTECH, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
This Registration Statement on Form 10 incorporates by reference information contained in the information statement filed herewith as Exhibit 99.1. The cross-reference sheet below identifies where the items required by Form 10 can be found in the information statement. The information in or incorporated in this Form 10 is current as of the effective date of this Form 10.
Item 1. Business.
The information required by this item is contained under the sections of the information statement entitled Information Statement Summary, Risk Factors, Management's Discussion and Analysis of Financial Condition and Results of Operations, Business, Certain Relationships and Related Person Transactions and Where You Can Find More Information. Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the section of the information statement entitled Risk Factors. That section is incorporated herein by reference.
Item 2. Financial Information.
The Company is considered to be a smaller reporting company, as defined by Rule 229.10(f)(1), and, therefore, is not required to provide the information required by this Item. The information contained under the section of the information statement entitled Management's Discussion and Analysis of Financial Condition and Results of Operations. That section is incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section of the information statement entitled Business - Properties. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled Security Ownership of Certain Beneficial Owners and Management. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled Management. That section is incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled Executive Compensation Discussion and Analysis and Director Compensation. Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions.
The information required by this item is contained under the sections of the information statement entitled Management and Certain Relationships and Related Person Transactions. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled Business - Legal Proceedings. That section is incorporated herein by reference.
2
Item 9. Market Price of, and Dividends on, the Registrant's Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled Dividend Policy, Capitalization, The Separation and Distribution and Description of CEN Biotech's Capital Stock. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
The information required by this item is contained under the sections of the information statement entitled Description of Material Indebtedness. That section is incorporated herein by reference.
Item 11. Description of Registrant's Securities to Be Registered.
The information required by this item is contained under the sections of the information statement entitled "Dividend Policy," "The Separation and Distribution" and "Description of CEN Biotech's Capital Stock." Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled Description of CEN Biotech's Capital Stock - Limitations on Liability, Indemnification of Officers and Directors. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the information statement entitled Index to Financial Statements and the financial statements referenced therein. That section is incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the section of the information statement entitled Index to Financial Statements and the financial statements referenced therein. That section is incorporated herein by reference.
(b) Exhibits
See below.
The following documents are filed as exhibits hereto:
3.1 *
Articles of Incorporation
3.2 *
By-Laws
10.1 *
Employment Agreement with Bill Chaaban
10.2 *
$ 9,600,000 Promissory Note
10.3 *
Lease Agreement
10.4 *
Agreement with R.X.N.B.
10.5 *
Notes payable to Mr. Chaaban
10.6 *
Separation Agreement
10.7 *
Amendment to $ 9,600,000 Promissory Note
99.1
Information Statement of CEN Biotech, Inc., preliminary and subject to completion, dated December 31, 2015
* Filed with initial filing of Form 10
3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
CEN BIOTECH, INC.
/s/Bill Chaaban
Bill Chaaban
Chief Executive and Chief Financial Officer
January 8, 2016
the link
http://www.sec.gov/Archives/edgar/data/165382...1012gz.htm
and
PRELIMINARY AND SUBJECT TO COMPLETION, DATED JANUARY 8, 2016
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 November 30, 2015, 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 on 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 12.
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.
the link http://www.sec.gov/Archives/edgar/data/165382...ex99z1.htm
10-12G/A 1 form10a1_1012gz.htm FORM 10/A1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(
OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-55557
CEN Biotech, Inc.
(Name of Small Business Issuer in its charter)
Ontario, Canada
-
(State or other jurisdiction of
(I.R.S. employer
incorporation or formation)
identification number)
20 North Rear Rd.
Lakeshore, Ontario, Canada
N0R lK0
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number: 226-344-0660
Securities to be registered pursuant to Section 12(g) of the Act
Title of each class to be so registered
Name of each exchange on which
each class is to be registered
7,000,000
Common stock, no par value
N/A
100,000
Preferred stock, no par value
Securities to be registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer .
Accelerated filer .
Non-accelerated filer .
(Do not check if a
smaller reporting company)
Smaller reporting company X .
1
CEN BIOTECH, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
This Registration Statement on Form 10 incorporates by reference information contained in the information statement filed herewith as Exhibit 99.1. The cross-reference sheet below identifies where the items required by Form 10 can be found in the information statement. The information in or incorporated in this Form 10 is current as of the effective date of this Form 10.
Item 1. Business.
The information required by this item is contained under the sections of the information statement entitled Information Statement Summary, Risk Factors, Management's Discussion and Analysis of Financial Condition and Results of Operations, Business, Certain Relationships and Related Person Transactions and Where You Can Find More Information. Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the section of the information statement entitled Risk Factors. That section is incorporated herein by reference.
Item 2. Financial Information.
The Company is considered to be a smaller reporting company, as defined by Rule 229.10(f)(1), and, therefore, is not required to provide the information required by this Item. The information contained under the section of the information statement entitled Management's Discussion and Analysis of Financial Condition and Results of Operations. That section is incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section of the information statement entitled Business - Properties. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled Security Ownership of Certain Beneficial Owners and Management. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled Management. That section is incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled Executive Compensation Discussion and Analysis and Director Compensation. Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions.
The information required by this item is contained under the sections of the information statement entitled Management and Certain Relationships and Related Person Transactions. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled Business - Legal Proceedings. That section is incorporated herein by reference.
2
Item 9. Market Price of, and Dividends on, the Registrant's Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled Dividend Policy, Capitalization, The Separation and Distribution and Description of CEN Biotech's Capital Stock. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
The information required by this item is contained under the sections of the information statement entitled Description of Material Indebtedness. That section is incorporated herein by reference.
Item 11. Description of Registrant's Securities to Be Registered.
The information required by this item is contained under the sections of the information statement entitled "Dividend Policy," "The Separation and Distribution" and "Description of CEN Biotech's Capital Stock." Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled Description of CEN Biotech's Capital Stock - Limitations on Liability, Indemnification of Officers and Directors. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the information statement entitled Index to Financial Statements and the financial statements referenced therein. That section is incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the section of the information statement entitled Index to Financial Statements and the financial statements referenced therein. That section is incorporated herein by reference.
(b) Exhibits
See below.
The following documents are filed as exhibits hereto:
3.1 *
Articles of Incorporation
3.2 *
By-Laws
10.1 *
Employment Agreement with Bill Chaaban
10.2 *
$ 9,600,000 Promissory Note
10.3 *
Lease Agreement
10.4 *
Agreement with R.X.N.B.
10.5 *
Notes payable to Mr. Chaaban
10.6 *
Separation Agreement
10.7 *
Amendment to $ 9,600,000 Promissory Note
99.1
Information Statement of CEN Biotech, Inc., preliminary and subject to completion, dated December 31, 2015
* Filed with initial filing of Form 10
3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
CEN BIOTECH, INC.
/s/Bill Chaaban
Bill Chaaban
Chief Executive and Chief Financial Officer
January 8, 2016
the link
http://www.sec.gov/Archives/edgar/data/165382...1012gz.htm
and
PRELIMINARY AND SUBJECT TO COMPLETION, DATED JANUARY 8, 2016
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 November 30, 2015, 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 on 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 12.
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.
the link http://www.sec.gov/Archives/edgar/data/165382...ex99z1.htm
