Current Report Filing (8-k)
March 10 2020 - 1:07PM
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
March
3, 2020
Date
of Report (Date of earliest event reported)
Can
B Corp
(f/k/a
Canbiola, Inc.)
(Exact
name of registrant as specified in its charter)
Florida
|
|
000-55753
|
|
20-3624118
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
960
South Broadway, Suite 120
Hicksville, NY
|
|
11801
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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):
[ ]
|
Written
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock
|
|
CANB
|
|
N/A
|
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
March 3, 2020, Can B̅ Corp (the “Company” or “CANB”) entered into an Agreement (the “Agreement”)
with Green Grow Farms, Inc., a New York corporation (“GGFI”), New York Farm Group, Inc., a New York corporation (“NYFG”),
Steven Apolant, an individual (“Apolant”), and Peter Scalise, an individual (“Scalise”), relating to the
Stock Purchase Agreement dated December 4, 2019, as amended on January 27, 2020 (the “Original Agreement”), entered
into between the Company, Iconic Brands, Inc., a Nevada corporation (“ICNB”) and GGFI.
Pursuant
to the Original Agreement, CANB purchased 51% of the issued and outstanding equity interests of GGFI from ICNB, with NYFG holding
the remaining 49%. In the Original Agreement, GGFI made certain representations regarding its assets. The has since Company discovered
that certain assets of GGFI were valued at less than the amount GGFI had previously represented. In light of the foregoing, pursuant
to the Agreement, NYFG agreed to assign to CANB (i) all of the equity interests in GGFI held by NYFG and (ii) 1,000,000 shares
of ICNB’s common stock. The ICNB shares are subject to a lock up leak out agreement with ICNB whereby the Company has agreed
not to transfer the ICNB shares until July 1, 2020 and for the six (6) months thereafter not sell or transfer more than the greater
of 3.5% of ICNB’s trading volume or $5,000. Pursuant to the Agreement, CANB agreed to forgive a loan to Apolise LLC in the
amount of $144,310 and to assume the lease liability for 1545 Ocean Ave., Suite 1, Bohemia, NY 11716. Each party to the Agreement
also agreed to release the other parties thereto from all claims relating to the Original Agreement and the transactions contemplated
thereby.
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.
|
Can
B Corp
|
|
|
|
Date:
March 9, 2020
|
By:
|
/s/
Marco Alfonsi
|
|
|
Marco
Alfonsi, CEO
|
CAN B (QB) (USOTC:CANB)
Historical Stock Chart
From Aug 2024 to Sep 2024
CAN B (QB) (USOTC:CANB)
Historical Stock Chart
From Sep 2023 to Sep 2024