Current Report Filing (8-k)
February 03 2020 - 5:02PM
Edgar (US Regulatory)
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
January
27, 2020
Date
of Report (Date of earliest event reported)
Canbiola,
Inc.
(Exact
name of registrant as specified in its charter)
Florida
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000-55753
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20-3624118
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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960
South Broadway, Suite 120
Hicksville, NY
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11801
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code 516-595-9544
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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CANB
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark 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.
Item
1.01 Entry into a Material Definitive Agreement.
On
January 27, 2020, Canbiola, Inc. (the “Company” or “CANB”) entered into an Amendment to Stock Purchase
Agreement (the “Amendment”) with Iconic Brands, Inc., a Nevada corporation (“ICNB”) and Green Grow Farms,
Inc., a New York corporation (“Green Grow” and, collectively with ICNB and the Company, the “Parties”).
The Amendment was to correct a scrivener’s error in that certain Stock Purchase Agreement dated December 4, 2019 (the “Agreement”),
pursuant to which CANB purchased fifty-one percent (51%) of the issued and outstanding equity interests of GGFI from ICNB in exchange
for an aggregate of 37,500,000 shares of CANB’s common stock, nil par value per share (the “Purchase Shares”),
as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6,
2019.
Prior
to the Amendment, the Agreement had stated:
“If
the Market Price Per Purchase Share (as defined) on the Valuation Date is less than $1,000,000, CANB shall issue to ICNB such
a number of additional shares (“Additional Purchase Shares”) so that the aggregate value of aggregate shares issued
to ICNB for the purchase of the Shares (taking into account the Purchase Shares and the Additional Purchase Shares) equals $1,000,000.”
The
Amendment clarifies that Additional Purchase Shares will be issued to ICNB only if the Market Price Per Purchase Share on the
Valuation Date (June 30, 2020) multiplied by the 37,000,000 Purchase Shares is less than $1,000,000.
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.
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Canbiola,
Inc.
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Date:
February 3, 2020
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By:
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/s/
Marco Alfonsi
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Marco
Alfonsi, CEO
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