Current Report Filing (8-k)
June 11 2019 - 12:29PM
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
June
4, 2019
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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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
8.01 Other Events
On
June 4, 2019, Canbiola, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with
Shi Farms, Inc. (“Shi Farms”). Pursuant to the LOI, Shi Farms and the Company intend to joint-venture to create a
“depot model” for hemp processing. According to the LOI, the Company would manage and direct the NY Depot, where fully
grown hemp harvested by third party cultivators would be stored once purchased by the NY Depot. The raw material would be aggregated
and then shipped to Shi Farms’ facility in Pueblo, CO, where it would be processed by Shi Farms’ other joint-venture
partner, Mile High Labs.
The
Company would be entitled to 70% of “gross profits” (i.e. gross revenues less operational costs but excluding corporate
overhead and other expenses not directly related to acquisition and processing of the hemp) generated by the NY Depot, and Shi
Farms would be entitled to remaining profits. The Company would be permitted to sell raw hemp in excess of its minimum monthly
requirements set with Shi Farms. In addition to managing the NY Depot, the Company would make a one-time cash payment to Shi Farms
of $500,000 upon execution of the LOI and issue shares of common stock valued at $500,000, as determined by calculating the average
closing price of the Company’s common stock for the 10 prior days, within 30 days of the closing of the transactions contemplated
by the LOI.
Shi
Farms would provide technical expertise, availability of seeds and clones, and a cultivation license for the state of New York,
which would be applied for once the Company has selected a location for the NY Depot.
The
LOI is non-binding and its terms are subject to the parties entering binding definitive agreements memorializing the promises
of the parties. Should the parties not enter into definitive agreements, the terms of the LOI would not take into effect. The
parties expect to enter into the definitive agreements within thirty (30) days from the date of the LOI; provided, that the parties
can agree on terms.
Forward-
Looking Statements
Statements
contained in this Current Report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking
statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally,
forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations
are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning
future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results
to differ materially from those projected. The Company undertakes no obligation to update or revise this Current Report to reflect
future developments except as otherwise required by the Securities Exchange Act of 1934.
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:
June 11, 2019
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By:
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/s/
Marco Alfonsi
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Marco
Alfonsi, CEO
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