Note 18 - Subsequent Event

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

18

– SUBSEQUENT EVENT.

On

April 3, 2019,

the Company entered into an amendment to the Share Purchase Agreement dated

August 31, 2016,

and executed

September 12, 2016,

as amended, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc., which extended the closing date of the agreement to

December 31, 2019.

On

May 15, 2019,

the Company entered into a Non-Binding (other than as set forth therein) Term Sheet (the “Term Sheet”) with Caduceus Software Systems Corp., a Wyoming corporation (“CSOC”), which was reviewed and approved by the Board of Directors of the Company (the “Board”) on

May 15, 2019. 

Pursuant to the Term Sheet, the Company and CSOC agreed to undertake a merger transaction to combine the

two

companies’ operations and negotiate and enter into a definite agreement to effect the transaction.

On

May 16, 2019,

the Board appointed Alex Tarrabain,

one

of the members of the Company’s Board to serve as the Company’s Chief Financial Officer and as

one

of the Vice Presidents of the Company effective

May 21, 2019 (

the “Effective Date”). Richard Boswell, who served as the Company’s Chief Financial Officer since

July 2017,

resigned from his position as the Company’s Chief Financial Officer as of the Effective Date, and will continue to serve in his position as the Company’s Senior Executive Vice President going forward focusing on the Company’s strategic activities and will also continue to serve as a member of the Company’s Board.

In connection with the foregoing, on

May 16, 2019,

the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Tarrabain pursuant to which Mr. Tarrabain agreed to serve as the Company’s Vice President and Chief Financial Officer and the Company agreed to issue to Mr. Tarrabain

1,250,000

shares (the “Shares’) of the Company’s common stock in accordance with a Restricted Stock Agreement (the “RSA”).  The Employment Agreement has an indefinite term. Additionally, pursuant to the Employment Agreement, the Company agreed to pay Mr. Tarrabain an annual base salary of

$31,200.

  Further, pursuant to the Employment Agreement in the event of an occurrence of a “Change in Control” (as defined in the Employment Agreement) or a strategic transaction, the Board

may,

but is

not

obligated to, provide Mr. Tarrabain with additional compensation, including additional stock options or restricted stock, for services outside of his general scope of duties and responsibilities.

Pursuant to the RSA, entered into by Mr. Tarrabain and the Company on

May 16, 2019,

350,000

of the Shares will vest immediately (the “Grant Date”) and the balance

900,000

of the Shares will vest over a

three

(

3

) year period with

25,000

of the Shares versing on the

one

(

1

) month anniversary of the Grant Date and an additional

25,000

of the Shares vesting at the end of each

one

(

1

) month anniversary of the Grant Date thereafter, provided that Mr. Tarrabain continues to be an employee of the Company.