Current Report Filing (8-k)
February 18 2020 - 1:24PM
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
28, 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 28, 2020, Canbiola, Inc. (the “Company” or “CANB”) entered into a License Agreement (the “Agreement”)
with LIFEGUARD LICENSING CORP., a Delaware corporation (“Lifeguard”). Pursuant to the Agreement, Lifeguard granted
the Company the right to use its “LIFEGUARDTM” trademark (the “Mark”) in connection with the
Company’s manufacture, marketing, distribution, and sale of products (the “License”). In consideration for the
License, the Company agreed to pay Lifeguard a royalty equal to six percent (6%) of net sales of its LIFEGUARD branded products
on a quarterly basis. The Company further agreed that, regardless of the net sales generated, each royalty payment will be in
an amount not less than $60,000, which minimum amount will increase annually following December 31, 2021. The Agreement will continue
until December 31, 2025, unless earlier terminated by the parties, and may be renewed for additional five (5)-year terms if certain
performance conditions are met.
Under
the License, the Company has various performance and sales obligations including initial product introduction timing and Lifeguard
has various oversight rights such as audit rights, quality control and inspection rights. Licensor has the right to terminate
the License in the event of certain breaches by the Company, at which point, the Company will be required all licensed material;
however it will be permitted to sell its existing inventory so long as termination is not due to quality issues. Lifeguard and
the Company have agreed to indemnify each other, which indemnification obligations will survive the termination of the Agreement.
The Company also agreed to procure and maintain certain insurance policies for the benefit of the Company and Lifeguard.
The
Agreement otherwise contains terms, conditions, and representation common with this type of transaction.
The
foregoing description of the Agreement is qualified in its entirety by the terms of the full text of the Agreement, attached hereto
as Exhibit 10.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed herewith.
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 18, 2020
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By:
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/s/
Marco Alfonsi
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Marco
Alfonsi, CEO
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