Item 1.01. Entry into a Material Definitive Agreement.
The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated
by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated
by reference into this Item 3.02. The issuances described in Item 5.02 are
exempt 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.
Item. 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On April 19, 2022, Dr. Usamakh Saadikh resigned from his position as a director
on the Board of Directors (the "Board") of CEN Biotech, Inc., an Ontario, Canada
corporation (the "Company") as well as all other positions with the Company
effective immediately. Dr. Usamakh Saadikh, was a member of our Board and the
Vice President of International Business Development since June 2018. The
foregoing resignation was not the result of any disagreement with the Company on
any matter relating to the Company's operations, policies or practices by Dr.
Saadikh. A copy of Dr. Saadikh's resignations letter sent via email, dated April
20, 2022, is filed as Exhibits 17.1 hereto.
Appointment of Directors
On April 18, 2022, the Board appointed the following persons as members of its
Board effective April 18, 2022:
? Josef Tukacs; and
? George Dragicevic.
Josef Tukacs, age 50, is a business owner specializing in project funding and
business capital structures. He is the owner of Corporate Finance Services Inc.
which provides financial and CFO expertise to small and medium-sized companies.
Mr. Tukacs has owned and operated his family's companies in the construction and
landscaping industries and financial sectors since 2006. Using debt and equity
solutions, Mr. Tukacs aims to assist his client's success through cash flow
management, reporting engagement, and exit strategies. We believe that Mr.
Tukacs' financial acumen and high customer service standards will bring
expertise to the board.
George Dragicevic, age 55, is an independent, licensed real estate broker in
Windsor, Ontario. For nearly 20 years, Mr. Dragicevic has managed the
comprehensive fields of Development and Site Selection for national retailers
and developers alike. His extensive experience and skills in developing and
implementing real estate strategies have earned him a reputation as a seasoned
professional in areas of retail, commercial, residential and industrial real
estate development. Mr. Dragicevic has an Honours Bachelor of Commerce Degree
from the University of Windsor and is active in his community with leadership
positions within various civic and community organizations. We believe that his
business experience and negotiating skills will bring valuable experience to the
Board.
Settlement Agreements with Departing Officers and Directors
As reported by the Company on its Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 19, 2022, on April 14, 2022, the
following persons resigned from the following positions from the Company. Bahige
(Bill) Chaaban resigned from his positions as Chief Executive Officer,
President, Chairman of the Board of Directors Company effective at the close of
business on April 14, 2022. Alex Tarrabain resigned from his positions as the
Company's Chief Financial Officer and Director effective at the close of
business on April 14, 2022. Rick Purdy resigned from his positions as Company's
Senior Vice President of Deals and Acquisitions and Director effective at the
close of business on April 14, 2022. Amen Ferris resigned from his positions as
Company's Vice President and Director effective at the close of business on
April 14, 2022. Joseph Byrne resigned from his positions as a Director of the
Company effective at the close of business on April 14, 2022. Additionally,
Richard Boswell resigned from his positions as the Company's Senior Executive
Vice President and Director effective as of April 15, 2022. The foregoing
resignations shall be referred to together herein as the "Resignations".
Subsequent to the effectiveness of the above Resignations, the above named
persons no longer hold any positions with the Company. In connection with the
Resignations, the Company has entered into the settlement agreements described
below with the following persons.
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Settlement Agreement with Bahige (Bill) Chaaban
On April 19, 2022, the Company, entered into a settlement agreement with Bahige
(Bill) Chaaban (the "Chaaban Settlement Agreement") pursuant to which the
Company agreed to issue Mr. Chaaban 1,785,096 restricted shares of its common
stock in exchange for the accrued salary of $133,882.19 owed to Mr. Chaaban as
of the date of his resignation from the Company pursuant to his employment
agreement with the Company. Pursuant to the Chaaban Settlement Agreement, Mr.
Chaaban's Employment Agreement with the Company dated November 30, 2017, was
terminated as of April 14, 2022. Pursuant to the Chaaban Settlement Agreement,
Mr. Chaaban agreed to release the Company from any claims, as such term is
defined thereunder, that Mr. Chaaban may have against the Company. The foregoing
description of the Chaaban Settlement Agreement does not purport to be complete
and is qualified in its entirety by the full text of the Chaaban Settlement
Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by
reference herein.
Settlement Agreement with Alex Tarrabain
On April 19, 2022, the Company, entered into a settlement agreement with Alex
Tarrabain (the "Tarrabain Settlement Agreement") pursuant to which the Company
agreed to issue Mr. Tarrabain 1,196,673 restricted shares of its common stock in
exchange for the accrued salary of $89,682.19 owed to Mr. Tarrabain as of the
date of his resignation from the Company pursuant to his employment agreement
with the Company. Pursuant to the Tarrabain Settlement Agreement, Mr.
Tarrabain's Employment Agreement with the Company dated May 21, 2019, was
terminated as of April 14, 2022. Pursuant to the Tarrabain Settlement Agreement,
Mr. Tarrabain agreed to release the Company from any claims, as such term is
defined thereunder, that Mr. Tarrabain may have against the Company. The
foregoing description of the Tarrabain Settlement Agreement does not purport to
be complete and is qualified in its entirety by the full text of the Tarrabain
Settlement Agreement, which is filed herewith as Exhibit 10.2 and is
incorporated by reference herein.
Settlement Agreement with Rick Purdy
On April 19, 2022, the Company, entered into a settlement agreement with Rick
Purdy (the "Purdy Settlement Agreement") pursuant to which the Company agreed to
issue Mr. Purdy 150,483 restricted shares of its common stock in exchange for
the accrued salary of $11,286.19 owed to Mr. Purdy as of the date of his
resignation from the Company pursuant to his employment agreement with the
Company. Pursuant to the Purdy Settlement Agreement, Mr. Purdy's Employment
Agreement with the Company dated December 6, 2021, was terminated as of April
14, 2022. Pursuant to the Purdy Settlement Agreement, Mr. Purdy agreed to
release the Company from any claims, as such term is defined thereunder, that
Mr. Purdy may have against the Company. The foregoing description of the Purdy
Settlement Agreement does not purport to be complete and is qualified in its
entirety by the full text of the Purdy Settlement Agreement, which is filed
herewith as Exhibit 10.3 and is incorporated by reference herein.
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Settlement Agreement with Ameen Ferris
On April 19, 2022, the Company, entered into a settlement agreement with Ameen
Ferris (the "Ferris Settlement Agreement") pursuant to which the Company agreed
to issue Mr. Ferris 433,096 restricted shares of its common stock in exchange
for the accrued salary of $32,482.19 owed to Mr. Ferris as of the date of his
resignation from the Company pursuant to his employment agreement with the
Company. Pursuant to the Ferris Settlement Agreement, Mr. Ferris's Employment
Agreement with the Company dated April 2, 2021, was terminated as of April 14,
2022. Pursuant to the Ferris Settlement Agreement, Mr. Ferris agreed to release
the Company from any claims, as such term is defined thereunder, that Mr. Ferris
may have against the Company. The foregoing description of the Ferris Settlement
Agreement does not purport to be complete and is qualified in its entirety by
the full text of the Ferris Settlement Agreement, which is filed herewith as
Exhibit 10.4 and is incorporated by reference herein.
Settlement Agreement with Richard Boswell
On April 19, 2022, the Company, entered into a settlement agreement with Richard
Boswell (the "Boswell Settlement Agreement") pursuant to which the Company
agreed to issue Mr. Boswell 1,785,096 restricted shares of its common stock in
exchange for the accrued salary of $133,882.19 owed to Mr. Boswell as of the
date of his resignation from the Company pursuant to his employment agreement
with the Company. Pursuant to the Boswell Settlement Agreement, Mr. Boswell's
Employment Agreement with the Company dated November 30, 2017, was terminated as
of April 15, 2022. Pursuant to the Boswell Settlement Agreement, Mr. Boswell
agreed to release the Company from any claims, as such term is defined
thereunder, that Mr. Boswell may have against the Company. The foregoing
description of the Boswell Settlement Agreement does not purport to be complete
and is qualified in its entirety by the full text of the Boswell Settlement
Agreement, which is filed herewith as Exhibit 10.5 and is incorporated by
reference herein.
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* Settlement Agreement dated April 19, 2022 between the registrant and
Bahige (Bill) Chaaban.
10.2* Settlement Agreement dated April 19, 2022 between the registrant and
Alex Tarrabain.
10.3* Settlement Agreement dated April 19, 2022 between the registrant and
Rick Purdy.
10.4* Settlement Agreement dated April 19, 2022 between the registrant and
Ameen Ferris.
10.5* Settlement Agreement dated April 19, 2022 between the registrant and
Richard Boswell.
17.1* Resignation Letter from Dr. Usamakh Saadikh dated April 20, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
*Filed herewith.
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