Item. 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Management Changes
Resignations of Officers and Directors
On April 14, 2022, the following persons resigned from the following positions
from CEN Biotech, Inc., an Ontario, Canada corporation (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 name persons no longer hold any positions with the Company.
The Resignations were not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices by any of the
above persons.
Copies of the resignations letters sent via email, dated April 14, 2022, as
filed as Exhibits 17.1, 17.2, 17.3, 17.5, 17.5 and 17.6, respectively.
Appointments of Officers and Directors
On April 14, 2022, the Company's Board of Directors (the "Board") appointed
Brian S. Payne as the Company's Chief Executive Officer, Chief Financial Officer
and Chairman of the Board of Directors and appointed Lawrence Lehoux as the
Company's President, effective at the close of business on April 14, 2022.
Brian Payne, age 54, has served as the Company's Vice President and a member of
our Board since July 2017. Mr. Payne also worked for the Company since July 2015
as our marketing consultant. Mr. Payne is a business and community leader with
over 25 years' experience in domestic and global supply chains, trade and
government relations, change management and manufacturing, primarily in the food
and agriculture sectors. Mr. Payne began his career in the international trade
arena, catering to automotive and heavy manufacturing companies like General
Motors, John Deere, and NaviStar. In 1996, Mr. Payne worked for PepsiCo Global
Restaurants, responsible for Project Management across the Pizza Hut brand. In
1999, Mr. Payne served as Director of Distribution. In 2002, Mr. Payne served a
supply chain function for a national food company. In 2005, Mr. Payne led the
supply chain and regulatory compliance functions for Pizza Pizza Ltd. Since May
2012, Mr. Payne has served as President of his own consulting firm, IMS, which
specialized in consulting and outsourced executive functions related to
manufacturing, supply chain, trade, regulatory and finance areas. Mr. Payne's
client base includes Caesars Entertainment (Las Vegas, NV), Blueline Food
Service Distribution (Detroit, MI), The Windsor Essex Economic Development
Corporation (Windsor, ON), the Unified Purchasing Group Canada (Toronto, ON) and
Thomas Canning (Maidstone) Limited. Mr. Payne served as Vice President of Thomas
Canning (Maidstone) Inc. from January 2015 to April 2017. Mr. Payne is active in
his community of Windsor Essex where he serves as Chairman of the Board of
Directors of Hotel Dieu Grace Healthcare, and a Director of The Lakeview
Montessori School and the Hospice of Windsor Essex. Mr. Payne holds a BA in
Political Science from the University of Windsor. Mr. Payne's track record of
business success and leadership related to distribution and supply chain fills
an important role on the Board. Mr. Payne also served as Vice President of
Thomas Canning (Maidstone) Inc., though he voluntarily left the employment prior
to the owners filing for insolvency proceedings in June 2017.
Lawrence Lehoux, age 50, has served as the Company's Chief Technology Officer
and a member of the Board of Directors since July 9, 2021. Lawrence Lehoux has
served as the Chief Executive Officer of CMM since April 2017 and continues to
serve in such capacity to date. CCM is a digital media company where Mr. Lehoux
leads the organization on a variety of internal initiatives including digital
series, online marketing, web and product development. Mr. Lehoux founded CCM in
early 2017 with a mission to craft unique service offerings around the
development and deployment of a variety of digital solutions. Mr. Lehoux leads
CCM's work with international brands and business partners seeking to provide
white label solutions and unique digital services. Mr. Lehoux was the Chief
Executive Officer of Wireless H.Q. from July 2015 to May 2017, which is a
wireless distribution business having eighty-two retail locations in Michigan
and Ohio, where Mr. Lehoux arranged all financing and negotiated the purchase of
the business while implementing a reorganization of all senior management and
staff across all locations and developed a new point of sale system while
integrating unique online marketing and sales incentives. From January 2012 to
August 2017, Mr. Lehoux served as the founder and Chief Executive Officer of
Blurt Marketing, which developed custom software for the telecom industry
through contract developers and engineers. Mr. Lehoux was responsible for all
executive level duties as well as product planning and business development at
Blurt Marketing. Mr. Lehoux received a degree in business from the University of
Windsor in 1994. Mr. Lehoux filed a personal bankruptcy in the Superior Court of
Justice in Ontario, Canada on August 2, 2017, and the bankruptcy was discharged
on August 29, 2018.
Settlement Agreements with Departing Officers and Directors
The Company plans to enter into settlement agreements (the "Settlement
Agreements") with Bahige (Bill) Chaaban, Alex Tarrabain, Rick Purdy, Ameen
Ferris and Richard Boswell, respectively, in connection with their resignations,
and the Company will file on Form 8-K disclosure of entry into the Settlement
Agreements once they are entered into and file copies of the Settlement
Agreements as exhibits thereto.
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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
17.1* Resignation letter from Bahige
17.2* (Bill) Chaaban dated April 14,
17.3* 2022.
Resignation letter from Alex
Tarrabain dated April 14, 2022.
Resignation letter from Rick Purdy
dated April 14, 2022.
17.4* Resignation letter from Ameen
Ferris dated April 14, 2022.
17.5* Resignation letter from Joseph
17.6* Byrne dated April 14, 2022.
Resignation letter from Richard
Boswell dated April 14, 2022.
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
*Filed herewith.
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