Form 10-Q/A, Amendment No. 1 period ended 06-30-21 true 0001653821 xbrli:shares 0001653821 2021-06-30 2021-06-30 0001653821 2021-08-12
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
 
FORM 10-Q/A
(Amendment No. 1)
 
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2021
--12-31Q22021
 
 
☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ___________
 
Commission File Number 000-55557 
 
CEN BIOTECH, INC.
(Exact name of registrant as specified in its charter)
 
Ontario, Canada
-
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
300-3295 Quality Way
Windsor, Ontario
Canada
N8T 3R9
(Address of principal executive offices)
(Zip code)
 
(519) 419-4958
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report) 
 
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☒
 
 
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. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
 
As of August 12, 2021, there were 47,673,933, shares of common stock, no par value per share (“common stock”), of the registrant outstanding.
 
 
 
 
Explanatory Note
 
This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of CEN Biotech, Inc. (the “Company”) for the quarter ended June 30, 2021, originally filed on August 12, 2021 (the “Original Filing”), is being filed solely to correct an error in the disclosure contained in Part I, Item 4 (Controls and Procedures) of the Original Filing. The Original Filing inadvertently indicated that the Company’s internal control over financial reporting – rather than its disclosure controls and procedures – was effective as of June 30, 2021. Amendment No. 1 amends and restates Part I, Item 4 (Controls and Procedures) in its entirety to indicate that the Company’s disclosure controls and procedures were effective as of June 30, 2021.
 
In addition to the changes described above, Part II, Item 6 (Exhibits) is hereby amended to include certifications of the Company’s Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Amendment.
 
Except as described above, no other changes have been made to the Original Filing, and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
 
PART I. FINANCIAL INFORMATION
 
ITEM 4. CONTROLS AND PROCEDURES.
 
(a) Evaluation of disclosure and controls and procedures.
 
We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Exchange Act. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of June 30, 2021, our disclosure controls and procedures were effective.
 
(b) Changes in internal control over financial reporting.
 
The Company has implemented a requirement to conduct a review with our legal and advisory CPA firm before making significant changes or engaging in new deals or actions. There were no other changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
PART II. OTHER INFORMATION
 
ITEM 6. EXHIBITS.
 
The exhibits listed on the Exhibit Index below are provided as part of this report.
 
Exhibit No.
Description
   
31.1
   
31.2
   
32.1
   
32.2
   
104 Cover Page Interactive Data File (formatted as inline XBRL)
 
* Filed herewith.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
CEN BIOTECH, INC.
 
       
Date: August 18, 2021
By:
/s/ Bahige Chaaban
 
 
Name:
Bahige Chaaban
 
 
Title:
Chief Executive Officer (Principal Executive Officer)
 
       
Date: August 18, 2021
By:
/s/ Alex Tarrabain
 
 
Name:
Alex Tarrabain
 
 
Title:
Chief Financial Officer (Principal Financial and Accounting Officer)
 
 
 
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