8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

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January15, 2020

Date of Report (Date of earliest event reported)

Canbiola,Inc.

(Exact name of registrant as specified in its charter)

Florida	000-55753	20-3624118
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
960 South Broadway, Suite 120 Hicksville, NY	11801
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(Address of principal<br> 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<br> to Rule 425 under Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to<br> Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> 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.

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Item1.01 Entry into a Material Definitive Agreement.

On January 15, 2020, Canbiola, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) executed a Letter Agreement (the “Agreement”) pursuant to which Wainwright agreed to provide certain exclusive financial advisory services to the Company in connection with a debt financing contemplated by the Company. The Agreement is dated as of December 30, 2019 and has a termination date of March 31, 2020.

As consideration for the services rendered by Wainwright, the Company agreed to, at each closing of each debt financing during the term of the Agreement, issue warrants (the “Wainwright Warrants”) to purchase the number of shares equal to seven percent (7%) of the aggregate gross proceeds committed by an investor divided by the market price of the Company’s common stock (“Common Stock”) on the closing date of such investor’s commitment. The Wainwright Warrants will have a term of five (5) years and an exercise price equal to the market price of Common Stock on the closing date of the applicable debt financing. In addition, the Company has agreed to reimburse Wainwright for its out-of-pocket expenses incurred in connection with its advisory services.

The Company agreed to indemnify Wainwright and its affiliates from and against all losses relating to Wainwright’s engagement with the Company. The Agreement otherwise contains customary terms and representations. The foregoing description of the Agreement is qualified in its entirety by the terms of the full text of the Agreement, attached hereto as an Exhibit.

Forward-Looking Statements

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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.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith.

Exhibit No.	Description
10.1	Wainwright Letter Agreement

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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.

	Canbiola, Inc.
Date: January 16, 2020	By:	/s/ Marco Alfonsi
		Marco Alfonsi, CEO

Exhibit10.1

December 30, 2019

STRICTLY CONFIDENTIAL

Canbiola, Inc.

960 South Broadway, Suite 120

Hicksville, NY 11801

Attn: Marco Alfonsi, Chief Executive Officer

Dear Mr. Alfonsi:

The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of H.C. Wainwright & Co., LLC (“Wainwright”) to render certain exclusive inclusive financial advisory services (“Advisory Services”) for Canbiola, Inc. (the “Company”) in connection with a debt financing contemplated by the Company during the period commencing on the date hereof and ending on March 31, 2020 (the “Term”).

If, at any time during the Term, the Company raises funds by means of a debt, the Company shall issue to Wainwright or its designees, at each closing of any such debt financing, warrants (the “Wainwright Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate gross proceeds committed by the investors divided by the market price of the common stock on the closing date of the debt financing’s commitment. The Wainwright Warrants shall be in a customary form reasonably acceptable to Wainwright, have a term of five (5) years and an exercise price equal to the market price of the common stock on the closing date of the debt financing’s commitment. The compensation for debt financing shall be based on the aggregate gross proceeds committed, before deducting any commission, fees, or other monies due or otherwise payable by the Company to any other investment bank, financial intermediary, financial advisor, finder or any third party, if any, and for clarity, shall be paid on the full committed amount, whether or not any amount is disbursed or drawn by the Company.

In addition, the Company shall reimburse Wainwright for all actual and reasonable out-of-pocket expenses incurred by Wainwright in rendering the Advisory Services hereunder, promptly as and when incurred upon receipt of an invoice from Wainwright.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. Any dispute arising out of this Agreement shall be adjudicated in the courts of the State of New York or in the federal courts sitting in the Southern District of New York, and each of the parties hereto agrees that service of process upon it by registered or certified mail at its address set forth herein shall be deemed adequate and lawful. Any rights to trial by jury with respect to any such dispute are hereby waived by Wainwright and the Company. In the event of the consummation or public announcement of any capital raise financing in which the Investors participated, Wainwright shall have the right to disclose its participation in such capital raise financing, including, without limitation, the financing at its cost of “tombstone” advertisements in financial and other newspapers and journals. The Company shall indemnify and hold harmless Wainwright and its affiliates and its and their present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons from and against any and all losses, claims, damages, obligations, liabilities, costs, expenses and disbursements, (whether or not in connection with litigation in which the Company is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with its engagement pursuant to this Agreement. The Company acknowledges and agrees that Wainwright is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to shareholders or creditors of the Company or any other person by virtue of this Agreement or the retention of Wainwright hereunder, all of which are hereby expressly waived. This Agreement may be modified only in writing signed by the parties.

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430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com

Member: FINRA/SIPC

In acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above.

Very truly yours,
H.C. WAINWRIGHT & CO., LLC
By:
Name:
Title:

Accepted and Agreed:

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Canbiola, Inc.
By:
Name:
Title:

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