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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
AMENDMENT NO. 4
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(B) 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 . |
| Smaller reporting company X . |
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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.
The listing and trading of the stock will not affect equity stock compensation for the CEO. Milestones and future markers will be established and clearly enunciated and laid out for the shareholders in proper disclosure format when the time arises. Any stock award based on the employment agreement has been rescinded by the CEO.
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.
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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.
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.
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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 |
10.8** |
| Loans & Mortgages Mr. Chaaban |
10.9** |
| Amendment to Loans & Mortgages Mr. Chaaban |
10.10** |
| Changes to Employment Agreement with Bill Chaaban |
10.11*** |
| Waiver Agreement |
99.1** |
| Information Statement of CEN Biotech, Inc., preliminary and subject to completion, dated April 1, 2016 |
* Filed with initial filing of Form 10.
** Filed with Form 10/A3 on April 11, 2016.
*** Filed herewith.
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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
April 11, 2016
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