CENBF CEN Biotech Inc (CE)

Item 1.  Security and Issuer.

This statement relates to the shares of common stock of Cen Biotech, Inc. (the “Issuer”) with its principal office located at 300-3295 Quality Way, Windsor, Ontario, Canada N8T 3R9

Item 2.  Identity and Background.

The name of the person filing this statement Brian Payne (the “Reporting Person”). The Reporting Person is a citizen of Canada. The Reporting Persons’ present principal occupation is Vice President and Director of the Issuer. The principal business address of the Reporting Person is c/o the Issuer at 300-3295 Quality Way, Windsor, Ontario, Canada N8T 3R9. During the last five years, the Reporting Person has not been convicted in any criminal proceedings. During the last five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source or Amount of Funds or Other Consideration.

4,285 shares of common stock of the Issuer were issued on February 29, 2016 pursuant to a Spin Off by Creative Edge Nutrition, Inc. ("Creative") to its shareholders of all of the outstanding shares of common stock the Issuer, which was at the time a subsidiary of Creative in order to separate Creative's specialty pharmaceutical business into a separate company (the “Spin Off”). The shares purchased by the Reporting Person of Creative which were then exchanged for the shares issued in the Spin Off were purchased for a total consideration amount of $10,000.

770,000 shares of common stock of the Issuer were granted by the Issuer to the Reporting Person on November 30, 2017, pursuant to a restricted stock agreement pursuant to the Issuer’s 2017 Equity Compensation Plan. The issuance was approved by the Issuer’s full board of directors, and was issued in connection with an Employment Agreement entered into between the Issuer and the Company on same date.

1,435,000 shares of common stock of the Issuer were issued on April 2, 2021 pursuant to a Restricted Stock Award entered into between the Reporting Person and the Issuer on same date, pursuant to which Reporting Person was granted 1,435,000 shares of the Issuer’s common stock under the Issuer’s 2021 Equity Compensation Plan, which vested immediately on same date These shares were issued to Reporting Person as compensation for Reporting Person’s services to the Issuer.

Item 4.  Purpose of Transaction.

The 770,000 shares of common stock held by the Reporting Person which were acquired on November 30, 2017, pursuant to a restricted stock agreements pursuant to the Issuer’s 2017 Equity Compensation Plan with the purpose of compensating the Reporting Person thereunder.

The shares purchased by the Reporting Person which were then exchanged for 4,285 the shares of the Issuer issued in the Spin Off were purchased by Reporting Person purchased for $10,000.

The 1,435,000 shares of common stock of the Issuer held by the Reporting Person which were acquired on April 2, 2021 issued pursuant to the Issuer’s 2021 Equity Compensation Plan were issued to Reporting Person as compensation for Reporting Person’s services to the Issuer.

Item 5.  Interest in Securities of the Issuer.

The Reporting Person beneficially owns 2,209,285 shares of the Issuer’s common stock which represents approximately 5.27% of the Issuer’s Common Stock based on 41,916,927 shares of common stock of the Issuer outstanding as of June 15, 2021. The Reporting Person has sole voting and dispositive power over 2,209,285 shares owned by him

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 99.1 Form of Restricted Stock Agreement for U.S. Persons under CEN Biotech Inc. 2017 Equity Compensation Plan.

Exhibit 99.2 Executive Employment Agreement, effective as of November 30, 2017, between Brian Payne and CEN Biotech Inc.

Exhibit 99.3 Restricted Stock Agreement between CEN Biotech, Inc. and Brian Payne dated April 2, 2021.

*Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.