**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington D.C. 20549**

** **

 

** **

**FORM 10-K****/A**

**Amendment No. 1**

** **

 

** **

**[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

** **

For the fiscal year ended December 31, 2017

** **

**[  ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

** **

For the transition period from ___________ to ___________

** **

**Commission File Number 000-55557**** **

 

**CEN BIOTECH****, INC.**

*(Exact name of registrant as specified in its charter)*

 

| **Ontario, Canada**                                                     | **-**                                   |
|-------------------------------------------------------------------------|-----------------------------------------|
| *(State or other jurisdiction of**incorporation or organization)*       | *(I.R.S. Employer**Identification No.)* |
|                                                                    |                                    |
| **7405 Tecumseh Road East Suite 300**

**Windsor, Ontario**

**Canada** | **N8T 1G2**                             |
| *(Address of principal executive offices)*                              | *(Zip code)*                            |

** **

**(226) 344-0660**** **

*(Registrant’s telephone number, including area code)*

 

Securities registered pursuant to Section 12(b) of the Act:

**None**

** **

Securities registered pursuant to Section 12(g) of the Act:

**Yes**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth 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]    |
|      Emerging growth company [X]                                                   |                             |

 

If an emerging growth company, indicate by checkmark 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. [ ]

 

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

As of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, there were 6,660,913 shares of common stock, no par value per share, outstanding that were held by non-affiliates. The Registrant’s common stock has not traded on the OTCQB or elsewhere and, accordingly, there is no aggregate “market value” to be indicated for such shares that is based on any market price.

 

 

As of March 31, 2018, there were 25,131,843 shares of common stock, no par value per share (“common stock”), of the registrant outstanding.

 

**DOCUMENTS INCORPORATED BY REFERENCE** 

 

NONE  

 

**EXPLANATORY NOTE**

** **

 

The undersigned registrant is filing this Amendment No. 1 to Form 10-K (this “Amendment”) for the sole purpose of including hyperlinks to all exhibits listed in the Exhibit Index included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Original Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2018. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment.

 

Except as expressly described above and as set forth herein, this Amendment does not modify the Original Annual Report in any way, including, without limitation, to reflect events occurring after the date of, or update any of the disclosures included in, the Original Annual Report. Accordingly, this Amendment should be read in conjunction with the Original Annual Report in all respects.

 

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**PART IV**

 

| **ITEM 15.** | **EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** |
|--------------|------------------------------------------------|

 

The financial statement schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows: 

 

a.     Exhibits

 

| **Exhibit No**. | **Description**                                                                                                                            |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                       |
| 3.1             | Articles of Incorporation of Cen Biotech, Inc. (1)                                                                                         |
|            |                                                                                                                                       |
| 3.2             | By-Laws of Cen Biotech, Inc. (1)                                                                                                           |
|            |                                                                                                                                       |
| 4.1             | Promissory Note, dated December 15, 2014, between Cen Biotech, Inc., Cen Biotech II, Inc. and Global Holdings International, LLC.(1)  |
|            |                                                                                                                                       |
| 4.2             | Loan Extension Agreement, dated June 30, 2015, between Cen Biotech, Inc. and Global Holdings International, LLC. (1)                       |
|            |                                                                                                                                       |
| 4.3             | Promissory Note, dated December 24, 2014, between Cen Biotech, Inc. and Bill Chaaban. (1)                                             |
|            |                                                                                                                                       |
| 10.1            | Commercial Lease Agreement, dated January 1, 2017, between Jamaal Shaban and Cen Biotech,Inc. **                                      |
|            |                                                                                                                                       |
| 10.2            | Master Separation and Distribution Agreement, dated November 30, 2015, between Creative Edge Nutrition, Inc. and Cen Biotech, Inc. (1)     |
|            |                                                                                                                                       |
| 10.3            | Executive Employment Agreement, effective as of November 30, 2017, between Bahige (Bill) Chaaban and Cen Biotech, Inc. (2)            |
|            |                                                                                                                                       |
| 10.4            | Executive Employment Agreement, effective as of November 30, 2017, between Joseph Byrne and Cen Biotech, Inc. (2)                     |
|            |                                                                                                                                       |
| 10.5            | Executive Employment Agreement, effective as of November 30, 2017, between Richard Boswell and Cen Biotech, Inc. (2)             |
|            |                                                                                                                                       |
| 10.6            | Executive Employment Agreement, effective as of November 30, 2017, between Brian Payne and Cen Biotech, Inc. (2)                      |

** **

| 10.7 | Cen Biotech, Inc. 2017 Equity Compensation Plan,(2) |
|------|-----------------------------------------------------|

 

| 10.8   | Form of Restricted Stock Agreement for U.S. Persons under Cen Biotech, Inc. 2017 Equity Compensation Plan .(2)                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                               |
| 10.9   | Form of Restricted Stock Agreement for Canadian Persons under Cen Biotech, Inc. 2017 Equity Compensation Plan .(2)                                                                 |
|   |                                                                                                                                                                               |
| 10.10  | Share Purchase Agreement, dated as of December 11, 2017, between Bahige (Bill) Chaaban and the Cen Biotech, Inc.(3)                                                                |
|   |                                                                                                                                                                               |
| 10.11  | Controlling Interest Purchase Agreement, dated as of December 14, 2017, dated December 14, 2017 between the Cen Biotech, Inc., Bahige (Bill Chaaban) and Usamakh Saadikh.(4)  |

 

| 10.12  | Agreement to Lease, dated October 1, 2017 between R&D Labs Canada Inc. and CEN Biotech Inc.**                 |
|-------------|-------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                              |
| 10.13       | Mutual Consent to Terminate Agreement, dated September 1, 2013 between Jamaal Jime Shaban and CEN Biotech Inc. ** |
|        |                                                                                                              |
| 21.1        | Subsidiaries of Cen Biotech, Inc.**                                                                               |

 

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| 31.1      | Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                   |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                       |
| 31.2      | Certification of the Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                       |
| 32.1      | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                       |
| 32.2      | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                       |
| 101.INS** | XBRL Instance                                                                                                                                                                                                                                                                                                                              |
| 101.SCH** | XBRL Taxonomy Extension Schema                                                                                                                                                                                                                                                                                                             |
| 101.CAL** | XBRL Taxonomy Extension Calculation                                                                                                                                                                                                                                                                                                        |
| 101.DEF** | XBRL Taxonomy Extension Definition                                                                                                                                                                                                                                                                                                         |
| 101.LAB** | XBRL Taxonomy Extension Labels                                                                                                                                                                                                                                                                                                             |
| 101.PRE** | XBRL Taxonomy Extension Presentation                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                       |
| XBRL      | Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |

 ___________________

*Filed herewith.

**Previously filed as an exhibit to the Original Annual Report.

 

(1) Filed as an exhibit to the Form 10 of the Company filed January 4, 2016.

(2) Filed as an exhibit to the Current Report on Form 8-K of the Company filed December 5, 2017.

(3) Filed as an exhibit to the Current Report on Form 8-K of the Company filed December 12, 2017.

(4) Filed as an exhibit to the Current Report on Form 8-K of the Company filed December 14, 2017.

 

b.     Financial Statement Schedules

 

None

 

 

   

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

 

| Date: April 17, 2018  | By:    | /s/ *Joseph Byrne* |   |
|----------------------------|--------|-------------------------|--------|
|                       |   | Joseph Byrne            |   |
|                       |   | Chief Executive Officer |   |