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

Date of Report (Date of Earliest Event Reported): ~~May~~July 2414, 2022

CEN BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada	000-55557	-
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

300-3295 Quality Way

Windsor, Ontario

Canada

N8T 3R9

(Address of principal executive offices, including zip code)

(519) 419-4958

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the 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
None		N/A		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).

☐	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.

OnAs ~~May~~previously ~~24,~~disclosed ~~2022,~~in ~~CEN~~a ~~Biotech,~~Current ~~Inc.,~~Report anon ~~Ontario,~~Form ~~Canada~~8-K ~~corporation~~filed (with the ~~“Company”)~~Securities ~~entered~~and ~~into~~Exchange aCommission ~~securities~~on ~~purchase~~May ~~agreement~~26, ~~(the~~2022 ~~“SPA”)~~by ~~with~~CEN ~~1800~~Biotech, ~~DIAGONAL LENDING LLC~~Inc., aan ~~Virginia limited liability company (“Diagonal”)~~Ontario, ~~pursuant~~Canada tocorporation ~~which Diagonal purchased a convertible promissory note~~ (the “~~Note~~Company”), ~~from~~on ~~the~~May ~~Company in the aggregate principal amount of $70~~24,~~000.~~ ~~Pursuant to the SPA~~2022, the Company ~~agreed~~entered tointo ~~reimburse~~a ~~Diagonal~~Patent ~~$3,750~~Purchase ~~for Diagonal’s legal fees~~ and ~~due~~Assignment ~~diligence~~Agreement ~~fees~~(the in“Agreement”) ~~connection~~ with ~~entry~~Emergence ~~into~~Global ~~the~~Enterprises ~~SPA and the issuance of the Note~~Inc., ~~The~~a ~~SPA~~corporation ~~contains~~incorporated ~~customary~~pursuant ~~representations~~to ~~and warranties by~~ the ~~Company~~laws ~~and~~of ~~Diagonal~~British ~~typically~~Columbia, ~~contained~~Canada in(the ~~such documents~~“Buyer”).

~~The~~On ~~maturity~~July ~~date~~14, of2022, the ~~Note~~Company isentered ~~May~~into ~~24,~~Amendment ~~2023 (the “Maturity Date”)~~No. ~~The~~1 ~~Note~~to ~~bears~~Patent ~~interest~~Purchase ~~at a rate of 8% per annum,~~ and aAssignment ~~default~~Agreement ~~interest~~(the ~~of 22% per annum~~“Amendment”). ~~Diagonal~~Pursuant ~~has the option~~ to ~~convert all of~~ the ~~outstanding~~Amendment, ~~amounts~~Section ~~due~~9.10(a) ~~under the Note into shares~~ of the ~~Company’s~~Agreement nois ~~par~~amended ~~value~~such ~~per~~that ~~share common stock beginning on~~ the ~~date~~“Termination ~~which~~Date” is ~~180~~amended ~~days~~to ~~following~~be ~~the~~August ~~issuance~~15, ~~date~~2022. ofFurthermore, ~~the~~reference ~~Note~~to ~~and ending on~~ the ~~later~~“Closing ~~of: (i) the Maturity~~ Date ~~and (ii) the date of payment of the default amount~~”, as ~~such term is~~ defined ~~under~~in the ~~Note.~~Agreement, ~~The~~on ~~conversion price under~~ the ~~Note~~signature ~~for~~page ~~each share of common stock is equal~~ to ~~65% of~~ the ~~lowest~~Agreement ~~trading~~was ~~price of the Company’s common stock for the 10 prior trading days including the day upon which~~ a ~~notice~~typographical ~~of conversion is received by the Company~~error. The ~~conversion~~Agreement ofwas ~~the~~in ~~Note~~fact isexecuted ~~subject~~on tothe a“Effective ~~beneficial~~Date”, ~~ownership~~as ~~limitation~~defined ofin ~~4.99% of~~ the ~~number of shares of common stock outstanding immediately after giving effect to such exercise~~Agreement. ~~Failure~~The ofAgreement ~~the~~was ~~Company~~amended to ~~convert~~correct ~~the Note and deliver the common stock when due will result in the Company paying Diagonal $2,000 per day for each day beyond~~ such ~~deadline~~typographical error.

~~Prior~~The toforegoing ~~the~~description ~~180th day~~ of the ~~issuance~~Amendment ~~date~~is ~~Note,~~qualified ~~the Company may prepay the Note~~ in ~~whole~~its orentirety inby ~~part,~~reference ~~however~~to ~~if it does so between~~ the ~~issuance~~Amendment, ~~date~~a ~~and~~copy ~~the~~of ~~date~~ which is 60filed ~~days~~as ~~from~~Exhibit ~~the issuance date, the repayment percentage is 120%~~10.1 Ifhereto ~~the Company prepays the Note between the 61st day after issuance~~ and ~~the~~incorporated ~~120th~~herein ~~day~~by ~~after issuance, the prepayment percentage is 125%~~reference. If the Company prepays the Note between the 121st day after issuance and the 180 days after issuance, the prepayment percentage is 130%. After such time, the company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage.

~~Pursuant~~Item to the Note, as long as the Company has any obligations under the Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a “shell company” as such term is defined in SEC Rule 1441.02 ~~Additionally,~~Termination ~~under the Note, any consent to the disposition~~ of ~~any assets may be conditioned on~~ a ~~specified~~Material ~~use~~Definitive ~~of the proceeds of disposition~~Agreement.

~~The~~On ~~Note~~July ~~contains~~19, ~~standard~~2022, ~~and~~pursuant ~~customary~~to ~~events~~a Termination of ~~default~~Patent ~~such~~Purchase asand ~~failing~~Assignment toAgreement ~~timely~~(“Termination ~~make payments under the Note when due~~Agreement”), the ~~failure of the~~ Company ~~to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements~~ and ~~the~~Buyer ~~failure~~agreed to ~~maintain~~terminate ~~a listing on~~ the ~~OTC~~Agreement ~~Markets.~~as ~~The occurrence~~ of ~~any of~~ the ~~events~~“Effective ofTermination ~~default~~Date”, ~~entitle~~as ~~Diagonal,~~defined ~~among~~in ~~other things, to accelerate~~ the ~~due date of the unpaid principal amount of~~Agreement, and ~~all accrued and unpaid interest on,~~ the ~~Note.~~Agreement ~~Upon an Event of Default, interest~~ shall ~~accrue~~thereafter atbe anull ~~default~~and ~~interest rate of 22%~~void, and ~~the Company shall pay to the Diagonal an amount equal to the greater~~ of ~~(a)~~no ~~150%~~further offorce ~~all~~or ~~amounts~~effect. ~~due~~Furthermore, ~~and~~each ~~owing under~~ the ~~Note~~Company and ~~(b)~~Buyer ~~the~~recognize ~~highest~~that ~~number~~neither ofparty ~~shares~~shall ofhave ~~common~~any ~~stock~~ongoing ~~issuable~~rights ~~upon conversion of such amount at the highest closing price~~ or ~~the~~obligations ~~common~~pursuant ~~stock~~to ~~during~~ the ~~default period, among other remedies for specific events of default~~Agreement.

The foregoing ~~descriptions~~description of ~~SPA~~the ~~and~~Termination ~~Note,~~Agreement dois ~~not purport to be complete and are~~ qualified in ~~their~~its entirety by ~~the~~reference ~~full~~to ~~text of~~ the ~~Forms~~Termination ofAgreement, ~~the~~a copy of ~~SPA and Note~~ which ~~are~~is filed ~~herewith~~ as ~~Exhibits~~Exhibit 10.~~1 and 10.~~2, ~~respectively,~~hereto and ~~are~~ incorporated herein by reference ~~herein~~.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The issuance of the securities described in Item 1.01 was made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering. The Company intends to use the net proceeds of the Note, of $66,250, for general working capital purposes.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
10.1		Amendment to No. 1 to Patent Purchase and Assignment Agreement dated July 14, 2022 by and between the Company and Emergence Global Enterprises Inc.
10.2		Termination of Patent Purchase and Assignment Agreement dated July 19, 2022 by and between the Company and Emergence Global Enterprises Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
10.1*		Form of Securities Purchase Agreement with 1800 Diagonal Lending LLC dated May 24, 2022.
10.2*		Form of Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated May 24, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*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.

	CEN Biotech, Inc.
Date: May 27, 2022	By:	/s/ Brian S. Payne
Date: July 20, 2022	By:	/s/ Brian S. Payne
		Brian S. Payne
		Chief Executive Officer (principal executive officer)
		Interim Chief Executive Officer (principal executive officer)

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