0001437749-16-033489.txt : 20160608 0001437749-16-033489.hdr.sgml : 20160608 20160608122905 ACCESSION NUMBER: 0001437749-16-033489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160606 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160608 DATE AS OF CHANGE: 20160608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEN BIOTECH INC CENTRAL INDEX KEY: 0001653821 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55557 FILM NUMBER: 161703080 BUSINESS ADDRESS: STREET 1: 20 N REAR RD CITY: LAKESHORE STATE: A6 ZIP: N0R 1A0 BUSINESS PHONE: 226-344-0660 MAIL ADDRESS: STREET 1: 20 N REAR RD CITY: LAKESHORE STATE: A6 ZIP: N0R 1A0 8-K 1 cenb20160608_8k.htm FORM 8-K cenb20160608_8k.htm

 

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): June 6, 2016

 

 

 CEN BIOTECH, INC.

(Exact name of 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, Canada N0R lK0

(Address of principal executive offices)

 

Registrant's telephone number, including area code

226-344-0660

 

(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,l4a-12)
   
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (1 7 CFR 240,14d-2(b))
   
[   ] Pre-commencement communications pursuant to Rule I 3e-4(c) under the Exchange Act ( I 7 CFR 240, 13e-4(c))

 

 
 
 

 

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 7.01 Regulation FD Disclosure.

 

On June 6, 2016, the Company issued a press release announcing the Company's discontinuance of the Application for Judicial Review ('AJR') filed in Canadian Federal Court., a copy of which is attached as Exhibit 99.1.

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1     Press Release dated June 6, 2016 CEN Biotech Inc. Shareholder Update


 

 

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 8, 2016

 

CEN Biotech, Inc.                                                              

(Registrant)

 

/s/ Bill Chaaban

BILL CHAABAN

Chief Executive Officer

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

 

The purpose of this release is to briefly address the Company's discontinuance of the Application for Judicial Review ('AJR') filed in Canadian Federal Court. 

 

 

In no way is the discontinuance of the Application an indication that the Company has abandoned its quest for relief and damages from Health Canada's decision to deny the Company a license under the MMPR Program. CEN Biotech completed everything required under the law and to the specification requested by Health Canada officials in order to achieve the important milestone of a pre-license inspection. 

 

 

After the pre-license inspection, the Health Canada inspector recommended licensure as evidenced in the report.  

 

 

In its quest for transparency, on October 30, 2014 the company press released the pre-license inspection report. The press release stated “The names and signatures of Health Canada inspectors have been removed to protect their privacy and security. The two minor deficiencies sited in the report were remedied very quickly. Our facility awaits its award of its License to Grow, Harvest and Sell medical marihuana.” A link to the report follows:

 

 

https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=128236


 

The recommendation for licensure is evidenced in the aforementioned link. 

 

 
 
 

 

As stated in the February 3, 2016 press release:  On or about February 2, 2016, CEN Biotech filed a Statement of Claim against the Attorney General of Canada in the Ontario Superior Court of Justice. 

 

 

In its claim, CEN Biotech claims the following:

 

(a) damages for detrimental reliance in the sum of FIFTEEN MILLION DOLLARS ($15,000,000.00);

 

(b) damages for pure economic loss in an undetermined amount;

 

(c) prejudgment and post judgment interest in accordance with sections 128 and 129 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended, and section 31 of the Crown Liability and Proceedings Act, R.S.C., 1985, c. C-50, as amended;

 

(d) the costs of this proceeding on a substantial indemnity basis, plus all applicable taxes; and

 

(e) such further and other Relief as to this Honorable Court may seem just.

 

 

http://finance.yahoo.com/news/creative-edge-nutrition-inc-announces-121300187.html

 

 

Most recently, the license sought by the company under the MMPR has been declared to be of no force and effect by the Federal Court (but that declaration is put on hold for 6 months to allow the government to deal with new legislation).

 

 
 
 

 

 

In the interim, both the MMPR and MMAR stay in effect pursuant to the terms of the Injunction of Manson J of March 21, 2014. A link to the courts decision follows:

 

 

http://cas-cdc-www02.cas-satj.gc.ca/rss/T-2030-13%20reasons%2024-02-2016%20(ENG).pdf

 

 

The company, in consultation with its legal strategists and attorneys have made the decision to file a discontinuance of the Judicial review and continue on with its suit against Health Canada in Ontario Superior Court. 

 

 

This decision was made because a license issued in a program deemed unconstitutional appears to hold no intrinsic value. Although the continuance of the Judicial Review would allow Bahige (Bill) Chaaban, the President & CEO of CEN Biotech Inc the ability to fight the libel to his name, it is in the best interest of shareholders to pursue the best legal avenue for the company, this being the Ontario Superior court suit. 

 

 
 
 

 

CEN Biotech, Inc. Announces the use of Social Media For Company Announcements in addition to Press Releases

 

 

As done by its former parent company Creative Edge Nutrition Inc., CEN Biotech a specialty pharmaceutical company announces that The Securities and Exchange Commission issued a report that makes clear that companies can use social media outlets like Facebook and Twitter to announce key information in compliance with Regulation Fair Disclosure (Regulation FD) so long as investors have been alerted about which social media will be used to disseminate such information. See link below

 

 

https://www.sec.gov/News/PressRelease/Detail/PressRelease/1365171513574

 

 

Bill Chaaban commented, "In the fast paced business environment, we cannot keep our shareholders up to date with daily press releases on the news wire. The SEC with its forward thinking has allowed companies to update shareholders daily if required through the use of our company’s social media outlets.  This allows our shareholders to make quick educated decisions in their investments.