Item. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April 19, 2021, the Board of Directors (the “Board”) of CEN Biotech, Inc., a Corporation incorporated under the laws
of Canada operating in the Province of Ontario (the “Company”) appointed Mr. Bahige (Bill) Chaaban to serve as Chief Executive
Officer of the Company effective April 19, 2021. Mr. Chaaban is currently the Chairman of the Company’s Board and served as our
Interim CEO since November 13, 2019 until April 19, 2021. Previously, Mr. Chaaban served as the Chief Executive Officer of the
Company from the Company’s inception in August 2013 until July 2017.
On the same date, the Board appointed Mr. Joseph (Joe) Byrne to serve as President and a member of the Board of the
Company effective April 19, 2021. On the same, date, the Board appointed Mr. Rick Purdy to serve as a member of the Board of the
Company effective April 19, 2021. On the same, date, the Board appointed Mr. Jeffrey Thomas to serve as a member of the Board of
the Company effective April 19, 2021.
There are no family relationships between the foregoing appointees and any director or executive officer of the Company,
except that Alex Tarrabain, the Company’s Chief Financial Officer and a member of the Board, and Bill Chaaban are brothers-in-law.
Bahige (Bill) Chaaban, age 49, is currently the Chairman of the Company’s Board, and served as our Interim CEO since
July 2017 until April 18, 2021. Previously, Mr. Chaaban served as the Chief Executive Officer of the Company from the Company’s
inception in August 2013 until July 2017.Mr. Chaaban founded and served as President of CGIA, Inc., Supplement Group, Inc., F1
Fulfillment, Inc., and Fitness One, Inc. from October 1998 until April, 2016. Mr. Chaaban has over 30 years of experience in the
nutrition industry, including, retail, online and wholesale sales, and design and manufacturing of dietary supplements. Mr. Chaaban
served as the Chief Executive Officer of Creative Edge Nutrition, Inc. from April 2012 until December 2014. Mr. Chaaban was the
founder of Edge Nutrition, which operated retail nutrition stores in the USA and Canada. Mr. Chaaban is a licensed attorney in the
USA and Canada. He holds a Bachelor of Commerce degree from the University of Alberta; a Bachelor of Law degree from the
University of Windsor; a Juris Doctor from the University of Detroit Mercy; a Master of Laws degree from Wayne State University;
and an Honorary Doctorate from the International Personnel Academy. Mr. Chaaban founded and served as President of CGIA,
Inc., Supplement Group, Inc., F1 Fulfillment, Inc., and Fitness One, Inc. Mr. Chaaban determined that he could not devote the time
necessary to CEN and these businesses. After careful deliberation, these businesses were closed in April, 2016 and bankruptcies were
filed for each in April, 2016.
Mr. Chaaban has made several loans to the Company. In March 2018, Mr. Chaaban fully assigned and transferred all rights,
title, and interests in his loans and related accrued interest due from the Company to his spouse: (i) in December 2014, a loan of
$113,348 which bears interest at 10% per annum and is unsecured, this note was extended until December 31, 2018 and is currently
in default; (ii) in 2015, several notes aggregating $110,386 which bears interest at 10% per annum, these notes were due December
31, 2018 and are currently in default; (iii) in 2016, Bill Chaaban made four additional loans with an aggregate principal balance of
approximately $13,119 which bears interest of 10% per annum, these notes were due December 31, 2018 and are currently in default;
and (iv) two convertible notes totaling $1,388,122 which bear interest at 12% per annum, these notes were due December 31, 2018
and have conversion options totaling 867,576 common shares and are currently in default. During October 2017, R&D Labs Canada,
Inc, whose President is Bill Chaaban and which is owned by Mr. Chaaban’s spouse, made a loan of $300,000 to the Company which
bears interest at 8% per annum. This note was due October 2, 2019 and is currently in default. The Company also leased office space
in Windsor, Ontario from RN Holdings LTD. The lease commenced on October 1, 2017 with R&D Labs (whose President is Bill
Chaaban) and was subsequently assigned by R&D Labs to RN Holdings Ltd (a third-party) on May 8, 2019 when RN Holdings LTD
purchased the building. The lease calls for monthly rental payments ranging from $2,608 to $3,390 through September 2027. Effective
August 1, 2020, the Company ceased making payments and abandoned the leased space.
On December 14, 2017, the Company entered into a Controlling Interest Purchase Agreement (the “Agreement”) with Mr.
Chaaban and Usamakh Saadikh, a member of the Company’s Board of Directors. Under the terms of the Agreement, the Company
will acquire (the “Acquisition”) 51% of the outstanding equity interests in Cen Biotech Ukraine LLC (“Cen Ukraine”), a corporation
that is organized and has its principal offices in Ukraine. The consideration will be paid by issuing common shares of the Company.
The agreement, which is subject to certain conditions, has not yet closed. There are advances of $1,179,328 and $1,065,328 to CEN
Ukraine as of December 31, 2020 and 2019, respectively, which were made for the purpose of funding the operations of CEN Ukraine.
Mr. Chaaban and Usamakh Saadikh each directly own 25.5% of CEN Ukraine respectively. The remaining 49% of CEN Ukraine is
owned by XN Pharma, which is an entity jointly owned by Mr. Chaaban and Usamakh Saadikh. Mr. Chaaban and Usamakh Saadikh
do not currently hold any positions with CEN Ukraine. CEN Ukraine is operated and controlled by its sole director. Pursuant to
Ukrainian law, stockholders of a company do not have the ability to control the company or the actions of its director. During 2017,
the Company purchased equipment from R&D Labs Canada, Inc., whose president is Bill Chaaban, in exchange for a $300,000 not
