Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Controls and Procedures.
In accordance with Rules 13a-15 and 15d-15 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management is required to perform an evaluation
under the supervision and with the participation of the Company’s management, including the Company’s principal executive
and principal financial officers, or persons performing similar functions, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period.
Based on their evaluation of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2021, our Principal Executive Officer
and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance
that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control
Over Financial Reporting
General
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f)
or 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal
executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of
directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America
and includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States
of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented
or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this
risk.
As of October 31, 2021, management assessed the
effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting
established in Internal Control-Integrated Framework of 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) and SEC guidance on conducting such assessments.
92
Based on that evaluation under this framework,
our management concluded that as of October 31, 2021, our internal control over financial reporting was not effective because of the following
material weaknesses:
▪ Due to our small number of employees and resources, we have limited segregation of duties, as a result
of which there is insufficient independent review of duties performed.
▪ Due to our small number of employees and resources, we have limited segregation of duties, as a result
of which do not have the ability to implement internal controls over the granting of access to our IT environment.
▪ As a result of the limited number of accounting personnel, we rely on inexperienced staff and outside
consultants for the preparation of our financial reports, including tax preparation, which could require adjustments and lead to overlooking
items requiring disclosure.
▪ The Company’s Board of Directors at October 31, 2021 were solely comprised of two outside directors
and the remaining directors served also as the executive management of the Company. The Board does not have an audit committee or an independent
audit committee financial expert nor did it have either one at October 31, 2021. While not being legally obligated to have an audit committee
or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent
board members, and an independent audit committee financial expert, is an important entity-level control over the Company’s financial
statements.
● As a result of the Company’s limited financial and personnel resources, there may be difficulties
in timely analyzing and identifying potential operational and disclosure transactions within management and to comply with financial reporting
regulations.
Management’s
Remediation Initiatives
In an effort to remediate the identified material
weaknesses and other deficiencies and enhance our internal controls, we have expanded our accounting and administrative support staff
during the fiscal year ended October 31, 2021. We also continue to engage outside tax consultants to assist in advising the Company in
tax matters on an ongoing basis.
If and when the Company obtains sufficient capital
resources, the Company intends to hire additional personnel with sufficient U.S. GAAP knowledge and business experience and to segregate
appropriate duties among them. The Company has also begun efforts to further automate its accounting, sales ordering and inventory management
functions.
We also intend to appoint one or more independent
members to our Board of Directors who shall also be appointed to a standing audit committee which will undertake the oversight in the
establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made
by management. While we are actively seeking outside members, including candidates with accounting experience, we cannot provide any assurance
that we will be successful. Given the size of our Company, lack of revenues and current lack of financing to continue with our business,
it is unlikely that we will be able to hire any additional personnel or that independent directors will agree to join our Board until
general economic conditions and our own business prospects improve significantly.
This report does not include an attestation report
of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject
to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s
report in this annual report.
Changes
in Internal Controls
No change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended October 31, 2021
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
Directors and Executive Officers
Below are the names of and certain information
regarding the Company’s current executive officers and directors:
Name:
Age:
Position:
Director Since:
Albert Mitrani
66
Chief Executive Officer, Chief Operating Officer,
President,
Secretary and Director
(Principal Executive Officer)
June 24, 2015
Ian T. Bothwell
61
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
September 11, 2019
March 8, 2017-April 13, 2018
Dr. Maria Ines Mitrani
41
Chief Science Officer, VP and Director
August 14, 2019
November 4, 2016-April 13, 2018
Dr. George Shapiro
61
Director and Chief Medical Officer
February 7, 2019
Dr. Allen Meglin
63
Director
April 2, 2020
Michael Carbonara
38
Director
April 2, 2020
Directors are elected to serve until the next
annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by a plurality of the votes
cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until
a successor has been elected and qualified.
Executive officers are appointed by, and serve
at the pleasure of, the Board of Directors of the Company, subject to any contractual arrangements.
Professional
Experience
Albert Mitrani has been serving
as our President, Secretary, Treasurer and a member of the Board of Directors since June 24, 2015. Mr. Mitrani has also been serving as
our Chief Executive Officer since September 2019. Mr. Mitrani was also our Chief Executive Officer and Chairman of the Board from June
24, 2015 until April 13, 2018. Mr. Mitrani served as the Chief Executive Officer of Analytical Stem Cell Corp. from April 2014 through
May 2015. Analytical Stem Cell was involved in stem cell research and patient treatment referral centers. From February 2012 through March
2014 Mr. Mitrani was the Chief Executive Officer of Americell Trinidad and the President of ASCAAC LLC (American Stem Cell) from March
2011 through January 2013. Mr. Mitrani was the Chief Executive Officer of American Cellular Center Quito Ecuador from 2009 through 2012.
Ian T. Bothwell was elected
as a member of the Board of Directors of the Company effective September 11, 2019. Mr. Bothwell previously served as a member of the Board
of Directors of the Company from March 8, 2017 until his resignation in April 2018, when the Company executed a Plan and Agreement of
Reorganization. Mr. Bothwell serves as the Chief Financial Officer of the Company, a position he has held since November 4, 2016. From
2003 through November 2015, Mr. Bothwell served in various executive positions for Central Energy GP LLC, the general partner of Central
Energy Partners LP, a previously publicly traded master limited partnership. From July 2007 through November 2015, Mr. Bothwell served
as President and a director of Regional Enterprises, Inc. Since April 2007, Mr. Bothwell has served as the President and controlling member
of Rover Advanced Technologies, LLC, a company formed to provide management solutions to the public transportation industry. Since 2015,
Mr. Bothwell has also served as the President and controlling member of CountOnMe Inc., a company that provides software solutions for
the educational industry. Mr. Bothwell received his Bachelor of Science in Business Administration from Boston University in 1984.
94
Dr. Maria Ines Mitrani was
elected as a member of the Board of Directors of the Company effective August 14, 2019. Dr. Mitrani previously served as a member of the
Board of Directors of the Company from November 4, 2016 until her resignation in April 2018, when the Company executed a Plan and Agreement
of Reorganization. Dr. Mitrani is a cofounder of the Company and is its Chief Science Officer. Dr. Mitrani previously served as the Executive
Vice President of Analytical Stem Cell from 2014 to 2015. From 2012 to 2014, Dr. Mitrani served as the Executive Vice President, Medical
Tourism Coordinator and Patient Referral Coordinator of Americell Trinidad, LLC. From 2008 to 2014, Dr. Mitrani was with the American
Stem Cell & Anti-Aging center where she co-founded the first autologous stem cell center in Quito, Ecuador. Dr. Mitrani received a
degree in medicine from Universidad San Francisco de Quito, in Quito, Ecuador.
Dr. George Shapiro was elected as
a member of the Board of Directors of the Company effective February 2019. Since September 2018, Dr. Shapiro has served as the Company’s
Chief Medical Officer. George C. Shapiro has been in practice for over 27 years. His career in medicine began in 1988 when he graduated
from New York Medical College. An internship and residency then followed at Albert Einstein college of Medicine, after which, Dr. Shapiro
completed a Cardiovascular Disease fellowship at Columbia University College of Physicians and Surgeons in 1994. Dr. Shapiro is currently
a cardiologist in private practice.
Michael Carbonara was
elected as a member of the Board of Directors of the Company effective April 2020. Since 2015. Mr. Carbonara has served as the Chief Executive
Officer of the Phoenix Group, a company that provides international financial and banking services. In addition, Mr. Carbonara has successfully
worked directly with financial regulators in Canada, Europe and Asia to establish regulated banking and payment institutions as well as
a SICAV ( Société d’investissement à Capital Variable ) alternative
investment fund. Mr. Carbonara currently serves on the board of directors of several private United States and international companies.
Mr. Carbonara is a member of the Association of Certified Anti-Money Laundering Specialists® (“ACAMS”), the largest international
membership organization dedicated to enhancing the knowledge skills and expertise of anti- money laundering/counter terrorist financing
and financial crime detection and prevention professionals.
Mr. Carbonara received his Associates
Degree in Business Administration in 2006. The Company believes that Mr. Carbonara’s financial and business experience, including
his significant international business experience and expertise in financial technology, regulatory compliance, payments, cross border
remittance and e-commerce consulting services make him qualified to be a member of the Board of Directors.
Dr. Allen Meglin was
elected as a member of the Board of Directors of the Company effective April 2020. Since 2015. Since June 2019, Dr. Meglin has served
on the Company’s Products and Technical Advisory Board. Since 2005, Dr. Meglin has served as a staff radiologist for Chatham Radiologists,
P.A. a medical facility specializing in interventional radiology and musculoskeletal radiology. Dr. Meglin also serves as the Medical
Director for Northeast Georgia Aesthetics and is the owner operator of several proprietorships involved in providing aesthetics, chiropractic
and wellness services. Throughout his career, Dr Meglin has been a frequent lecturer and presenter, has issued many medical related publications,
has served on the faculty and taught various courses at educational institutions, has participated in as a principal investigator in several
clinical research studies, and holds several medical based patents. Dr. Meglin also currently serves on the board of directors of several
private United States companies. Dr. Meglin is also a member of the American Heart Association - Scientific Council Committee, the American
Academy of Regenerative Medicine and serves on the FDA’s education materials committee.
Dr. Meglin currently holds the following
licenses and certifications:
● Registered Vascular Technologist, ARDMS
● Certificate in Added Qualifications in Vascular and Interventional Radiology from the American Board of
Radiology
● National Board of Medical Examiners Diplomate
● Medical License from the state of North Carolina
95
Dr. Meglin earned a M.D from the University of
Pittsburgh - School of Medicine, Pittsburgh, PA and completed his Diagnostic Radiology Residency from the Walter Reed Army Medical Center,
Washington, DC. The Company believes that Dr. Meglin’s medical industry expertise make him qualified to be a member of the Board
of Directors.
Family Relationships
Albert Mitrani, our President and Chief Executive
Officer, and Dr. Maria Ines Mitrani, our Chief Science Officer, are spouses.
Committees of the Board of Directors
At present, we do not have standing audit, compensation
and nominating and corporate governance committees. We intend to establish such committees, which will be composed entirely of independent
directors in the near future and will be required to do so if we see to up-list our common stock for trading on a national securities
exchange.
Code of Ethics
Due to our small size, we have not adopted a Code
of Ethics and Business Conduct that applies to our officers, directors and employees. We intend to adopt a Code of Ethics and Business
Conduct in the near future as we grow our operations and hire additional employees.
Compliance with Section 16(a) of the Securities
Exchange Act of 1934
Section 16(a) of the Exchange Act requires our
executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC
initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are
required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such
forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to
our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the fiscal
year ended October 31, 2021 and up through the date of this report.
96
Item 11. Executive Compensation.
The following table sets forth information concerning
the total compensation paid or accrued by the Company during the last two fiscal years indicated to (i) all individuals that served as
the Company’s principal executive officer or acted in a similar capacity for the Company at any time during the fiscal year ended
October 31, 2021; (ii) the two most highly compensated executive officers who were serving as executive officers of the Company at the
end of the fiscal year ended October 31, 2021 whose total compensation exceeded $100,000; and (iii) up to two additional individuals for
whom disclosure would have been provided pursuant to clause (ii) above but for the fact that the individual was not serving as an executive
officer of the Company at the end of the fiscal year ended October 31, 2021.
SUMMARY COMPENSATION TABLE
Name and Principal Position
Fiscal Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option Awards
($)
Non-equity Incentive Plan Compensation
($)
Nonqualified Deferred Compensation Earnings
($)
All Other Consideration
($)
Total Actually Received
($)
Albert Mitrani -
CEO, President
2021
488,546 (5)
50,000 (5)
2,205,000
-0-
-0-
-0-
81,056 (9)
2,824,602
Secretary and Treasurer (1)
2020
382,620 (5)
37,500 (5)
1,755,000
-0-
-0-
-0-
68,017 (9)
2,243,137
Dr. Maria I. Mitrani, VP and
2021
300,000 (6)
200,000 (6)
2,205,000
-0-
-0-
-0-
-0-
2,705,000
Chief Science Officer (2)
2020
300,000 (6)
37,500 (6)
1,755,000
-0-
-0-
-0-
-0-
2,092,500
Ian T. Bothwell,
2021
300,000 (7)
200,000 (7)
2,205,000
-0-
-0-
-0-
21,854 (10)
2,726,854
Chief Financial Officer (3)
2020
300,000 (7)
37,500 (7)
1,755,000
176,250
-0-
-0-
-0-
2,268,750
George Shapiro,
2021
81,417 (8)
-0-
121,500
-0-
-0-
-0-
-0-
202,917
Chief Medical Officer (4)
2020
54,833 (8)
-0-
1,895,000
-0-
-0-
-0-
-0-
1,949,833
(1) Albert Mitrani was appointed as the Chief Executive Officer, President, Secretary and Treasurer of the
Company on June 24, 2015. He was replaced as Chief Executive Officer in April 2018. He was appointed as Chief Executive Officer and principal
executive officer in September 2019. During fiscal year 2021 and 2020, Mr. Mitrani was granted 30,000,000 and 65,000,000 shares of common
stock of the Company with an aggregate grant value of $2,205,000 and $1,755,000, respectively. See Note 10 to the October 31, 2021 audited
consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.
(2) Dr. Maria I. Mitrani was appointed as the Vice President and Chief Science Officer of the Company on November
4, 2016. During fiscal year 2021 and 2020, Dr. Mitrani was granted 30,000,000 and 65,000,000 shares of common stock of the Company with
an aggregate grant value of $2,205,000 and $1,755,000, respectively. See Note 10 to the October 31, 2021 audited consolidated financial
statements for a description of the assumptions used in determining the value of the stock granted.
(3) Ian Bothwell was appointed as the Chief Financial Officer of the Company on November 4, 2016. During fiscal
year 2021 and 2020, Mr. Bothwell was granted 30,000,000 and 65,000,000 shares of common stock of the Company with an aggregate grant value
of $2,205,000 and $1,755,000, respectively. In addition, during fiscal year 2020, Mr. Bothwell was granted a warrant to purchase 7,500,000
shares of common stock of the Company with an aggregate grant value of 176,250. See Notes 10 and 11 to the October 31, 2021 audited consolidated
financial statements for a description of the assumptions used in determining the value of the stock granted and the warrants issued.
(4) Dr. George Shapiro was appointed as the Chief Medical Officer in September 2018. During fiscal year 2021
and 2020, Dr. Shapiro was granted 4,500,000 and 70,000,000 shares of common stock of the Company with an aggregate grant value of $121,500
and $1,895,000, respectively. See Note 10 to the October 31, 2021 audited consolidated financial statements for a description of the assumptions
used in determining the value of the stock granted.
97
(5) $275,824 and $216,436 of salary and commissions were accrued and unpaid at October 31, 2021 and 2020,
respectively.
(6) $362,455 and $233,655 of salary was accrued and unpaid at October 31, 2021 and 2020, respectively.
(7) $843,378 and $649,407 of salary was accrued and unpaid at October 31, 2021 and 2020, respectively.
(8) $54,000 and $54,833 of salary was accrued and unpaid at October 31, 2021 and 2020, respectively.
(9) Albert Mitrani’s and his wife, Dr. Maria I. Mitrani, received benefits totaling approximately $81,056
and $68,017 during fiscal year ended October 31, 2021 and 2020, respectively.
(10) Ian Bothwell received benefits totaling approximately $21,854 during fiscal year ended October 31, 2021.
We have no plans in place and have never maintained
any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including,
but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution
plans and nonqualified deferred contribution plans.
Outstanding Equity Awards at Fiscal Year-End
There were no outstanding equity awards as of
October 31, 2021.
Executive Employment Agreements
April 2018 Employment
Agreements
The description of Mr. Mitrani’s, Dr. Mitrani’s
and Mr. Bothwell’s executive employment agreements executed in April 2018 (collectively referred to as the “April 2018 Executive
Employment Agreements”) are summarized below:
General
Pursuant to Albert Mitrani’s April 2018
Executive Employment Agreement, Mr. Mitrani serves as the Company’s President and Chief Operating Officer. Mr. Mitrani’s base
annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments,
commencing May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not
be required to, increase the base salary during the Employment Term. Mr. Mitrani is also entitled to a commission on all sales attributable
to him (i.e., excluding existing customers of the Company at the time of the Reorganization) at the rate of five percent (5%) of the “Net
Sales” as defined in the agreement and an expense allowance of $5,000 per month.
Pursuant to Ian Bothwell’s April 2018 Executive
Employment Agreement, Mr. Bothwell continues to serve as the Company’s Chief Financial Officer. Mr. Bothwell’s base annual
salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments, commencing
May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required
to, increase the base salary during the Employment Term. Mr. Bothwell has not been paid salary since July 2018.
Pursuant to Dr. Maria I. Mitrani’s April
2018 Executive Employment Agreement, Dr. Mitrani continues to serve as the Company’s Chief Science Officer. Dr. Mitrani’s
base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments,
commencing May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not
be required to, increase the base salary during the Employment Term.
Term
The term of each of the April 2018 Executive Employment
Agreements commences as of the Effective Date and continues until December 31, 2020 (Mr. Bothwell) or December 31, 2023 (Mr. Mitrani and
Dr. Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the April 2018 Executive Employment Agreement;
provided that on such expiration of the Initial Term, and each annual anniversary thereafter (such date and each annual anniversary
thereof, a “Renewal Date”), the agreement shall be deemed to be automatically extended, upon the same terms and conditions,
for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the April 2018
Executive Employment Agreement at least 90 days’ prior to the applicable renewal Date. The period during which the Executive is
employed by the Company hereunder is hereinafter referred to as the “Employment Term.”
98
Unpaid Advances
The Company was required to repay the unpaid advances
subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent to December 31, 2017, on May 15, 2018. Such
payments were not made as required.
Fringe Benefits and Perquisites
During the Employment Term, each Executive shall
be entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides similar
benefits or perquisites (or both) to similarly situated executives of the Company.
Termination
The Company may terminate the April 2018 Executive
Employment Agreement at any time for good cause, as defined in the April 2018 Executive Employment Agreement, including, the Executive’s
death, disability, Executive’s willful and intentional failure or refusal to follow reasonable instructions of the Company’s
Board of Directors, reasonable and material policies, standards and regulations of the Company’s Board of Directors or management.
February 26, 2020 Amendment
On February 26, 2020, the Company agreed to modify
the employment agreement of Mr. Ian T. Bothwell, the Company’s Chief Financial Officer to provide Mr. Bothwell with:
· an extension to his employment agreement dated April 13, 2018 from December 2020 to December 2023 consistent
with other executives of the Company; and
· a one-time bonus in the form of a fully vested cashless warrant to purchase 7,500,000 shares of common
stock of the Company, exercisable for ten years at an exercise price of $0.28 per share, the closing price of the common stock on the
date of the grant.
April 25, 2020 Amendment
On April 25, 2020, the Company agreed to amend
and revise the each of Albert Mitrani, Ian Bothwell and Dr. Maria I. Mitrani, (individually each of A. Mitrani, Bothwell and Dr. Mitrani
are referred to as an “Executive” and collectively the “Executives”) April 2018 Executive Employment Agreements.
The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following:
Term: An extension to the term of the employment agreements dated April 13, 2018 from December 31, 2023 to December
31, 2025.
Base Salary: An increase in base annual salary from $162,500 to $300,000.
The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019. The increased annual salary
of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall
only be paid only upon there being sufficient available cash. Beginning July 1, 2020, at the sole option of the Executive, any portion
of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted by Executive into common
stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Original
Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price
using the closing trading price of the stock on the last trading day in December 2019.
99
Beginning December 1, 2020, at the sole
option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common
stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental
Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the
stock on the last trading day in December 2019.
Until such time as the Executive elects
to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary shall remain an obligation of the Company.
Severance Provisions
Company termination without cause, Executive
for good reason:
● All existing accrued obligations existing at time of termination shall be paid to Executive;
● Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending
grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone
were achieved prior to termination;
● Executive shall be entitled to a cash payment equal to his unpaid base salary for the remaining term in
effect at time of the time of the termination or an amount equal to four times (4x’s) the base salary in effect at the time of termination,
whichever is greater; and
● Executive shall be entitled to a cash payment equal to his 200% of the prior year’s cash or stock
bonus (excluding any stock grants received pursuant to the MCPP).
Change In Control: In the event of a Change
in Control and the Executive’s employment agreement is not extended for period of five years from the date of the Change in Control
with all other terms and conditions of the agreement remaining the same, then the Executive may terminate the agreement for good reason
and all respective severance terms as provided for a termination by Executive for good reason described in clause 1 above shall be provided
to Executive.
Executive termination due to disability, death,
or non-renewal by Company:
● All existing accrued obligations existing at time of termination shall be paid to Executive.
● Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending
grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone
were achieved prior to termination.
● Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in effect
at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment.
● 200% of the prior year’s cash or stock bonus (excluding MCPP performance stock grants).
June 29, 2020 Amendment
On June 29, 2020, the board of directors of the
Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives.
The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following:
Base Salary: An increase in the Executives annual base annual salary upon
such time that the Company achieves monthly revenues in the amounts provided below, provided such monthly revenue increase occurs for
four consecutive months. Upon the achievement of the defined salary milestone, the salary adjustment will be retroactive to the first
month in which the salary threshold was met. Any adjustment pursuant to this provision shall not be reduced for any future reduction
in revenues that may occur.
Monthly Revenues
(in millions)
Base Salary
Increase
$ 1.00
$ 130,000
$ 1.50
$ 200,000
$ 2.00
$ 275,000
$ 3.50
$ 630,000
$ 5.00
$ 900,000
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Board Stock Compensation Plan
On February 26, 2020, the Company established
the Board Stock Compensation Plan (“Board Plan”) which provides compensation for non-executive Board members for participation
in Board meetings retroactive to November 1, 2019. The Board Plan provides for a grant of $7,500 in equivalent shares of common stock
(based on trading price at the end of the applicable current quarter) on the last day of each respective fiscal quarter that a member
attends at least 75% of all meetings held during such quarter and in which a minimum of 1 meeting is held, for a maximum annual compensation
amount of $30,000 per year per member. In addition, Board members that participate on future board committees will also be eligible
to receive additional compensation for serving on such committees, in amounts to be determined by the Board. The maximum aggregate number
of shares that are currently authorized to be issued pursuant to the Board Plan is 5,000,000 shares.
During December 2020, the Board approved the bonus
of newly issued common stock to the non-executive Board members (consisting of Mr. Carbonara and Dr. Meglin) totaling 2,000,000 shares.
See Note 10 to the October 31, 2020 audited consolidated financial statements.
2020 Plan
On February 26, 2020, the Company established
the 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan provided for the grant of options, appreciation rights, dividend
equivalent right and restricted common stock of the Company (an “Award”) to any person who is an employee or director of,
or consultant to the Company. The maximum aggregate number of shares that may be issued pursuant to all Awards is 50,000,000 shares, plus
an annual yearly increase. No awards were issued under the 2020 Plan and the 2020 Plan was terminated in connection with the adoption
of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and share exchange as described in “ - 2021 Plan
and Share Exchange” below.
Management and Consultants Performance Stock
Plan
On April 25, 2020, the Company approved the adoption
of the Management and Consultants Performance Stock Plan (the “MCPP”) providing for the grant to current senior executive
members of management and third-party consultants shares of common stock of the Company (“Shares”) based on the achievement
of certain defined operational performance milestones (“Milestones”).
101
On June 29, 2020, the Board amended the MCPP,
providing for the additional grant of common stock of the Company to the current senior executive members of management and the current
non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member
of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company
(“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction
fully diluted price per share of the Company’s common stock in the amounts indicated below.
Pre-Transaction Price Per Share
Valuation (a)
Executive Bonus Shares
Issued (b)
Non-executive Board Bonus Shares
Issued (c)
$ 0.22
40,000,000
2,000,000
$ 0.34
60,000,000
3,000,000
$ 0.45
80,000,000
4,000,000
$ 0.54
100,000,000
5,000,000
(a)
proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances
(b)
per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro
(c)
per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara
On August 14, 2020, the Board amended the MCPP,
providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining
aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or
equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below:
Aggregate Funding Amount
Shares
From
To
$ 2,500,000
$ 5,000,000
5,000,000
$ 5,000,001
$ 10,000,000
10,000,000
$ 10,000,001
$ 30,000,000
30,000,000
On September 23, 2020, the Board amended the MCPP,
providing for the grant of common stock of the Company of 15.0 million, 7.5 million and 15.0 million shares of common stock of the Company,
respectively, to each Albert Mitrani, Dr. Maria I. Mitrani and Ian Bothwell upon such time that the Company’s common stock trades
above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021
and provided such milestone occurs during the term of employment with the Company.
In addition, each of the current executives were
entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones previously
issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive in connection
with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020. In the future, each of the
current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access”
approval (and excluding all eIND’s) received by the Company that involve more than 15 patients and provided such milestone occurs
during the term of employment with the Company.
On February 10, 2021, the Board amended the MCPP,
providing for the grant of common stock of the Company of 5,000,000 shares for each Phase II clinical trial completed, 5 million shares
for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10,000,000 shares
for each Phase III clinical trial fully enrolled. In addition, the CMO’s portion of a designated grant for an achievement of any
applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time that the CMO becomes a full-time employee of the
Company.
102
Pursuant to the MCPP, a total of 342,500,000 shares
have been issued and as described above, additional shares are authorized to be issued under the MCPP subject to the achievement of the
defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed
and/or serving as a member of the Board:
MCPP
MCPP Remaining
Shares
Shares
Name
Issued
Authorized
Albert Mitrani
80,000,000
137,500,000
Ian Bothwell
80,000,000
167,500,000
Dr. Maria Mitrani
80,000,000
167,500,000
Dr. George Shapiro
69,500,000
100,000,000
Dr. Allen Meglin
-
5,000,000
Michael Carbonara
-
5,000,000
Consultants
33,000,000
-
Total
342,500,000
582,500,000
The Company will record stock-based compensation
expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective
milestone for the MCPP Shares were approved. In connection with the MCPP Shares that have been awarded to date, all such shares were issued
in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common
stock of the Company on the date that those respective MCPP Shares were approved.
During the years ended October 31, 2021 and 2020,
a total 49,500,000 shares and 293,000,000 shares, respectively, were issued in connection with certain Milestones achieved.
Upon completion of the Share Exchange (see below),
the MCPP (but not Awards of unexchanged shares of our common stock) was terminated.
2021 Plan and Share Exchange Agreement
In September 2021, the Company adopted the 2021
Equity Incentive Plan (“2021 Plan”). The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “Award”)
to any person who is an employee or director of, or consultant to the Company. The maximum aggregate number of shares that may be issued
pursuant to all Awards is 250,000,000 shares.
The 2021 Plan is administered by (a) the
board of the directors of the Company; or (b) a committee designated by the board, which Committee shall be constituted in such a
manner as to satisfy the applicable laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b)
of the Exchange Act in accordance with Rule 16b-3. Once appointed, such committee shall continue to serve in its designated capacity
until otherwise directed by the board. The board of directors may at any time amend, suspend, or terminate the Plan; provided, however,
that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required
by applicable laws.
On October 29, 2021, the Company entered into
an Exchange Agreement (the “Exchange Agreement”) with shareholders (including executive officers) who were issued shares under
(i) various consulting and employment agreements during 2021 (the “Service Providers”), and (ii) those shareholders who were
issued shares of common stock pursuant to the MCPP (the “MCPP Holders”).
The Service Providers who executed the Exchange
Agreement were issued a total of 30,300,000 shares under their respective consulting or employment agreements (the “Service Provider
Shares”), and the MCPP Holders who executed the Exchange Agreement received a total of 49,500,000 shares under the MCPP, for an
aggregate of 79,800,000 shares of common stock. As of the effective date of the Exchange Agreement, the Service Providers and MCPP Holders
who executed the Exchange Agreement agreed to exchange their respective Service Provider Shares or the shares issued under the MCPP for
newly issued shares pursuant to the 2021 Plan (on a 1:1 basis, resulting in the issuance of 79,800,000 shares of common stock under the
2021 Plan (the “Exchange Shares”). Upon completion of the Share Exchange, the 2020 Plan and the MCPP (but not Awards of unexchanged
shares of our common stock) were terminated.
As of October 31, 2021, a total of 83,400,000
shares of our common stock, including the Exchange Shares have been awarded under the 2021 Plan.
103
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
The following table sets forth, as of January
28, 2022, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially
own 5% or more of our common stock and by directors and executive officers as a group. Unless otherwise stated, the address of the persons
set forth in the table is c/o the Company, 4045 Sheridan Avenue, Suite 239, Miami Beach, FL 33140.
NAME
TITLE
COMMON STOCK
PERCENTAGE (1)
Officers and Directors
Albert Mitrani (2)
Chief Executive Officer, President and Director
253,497,990
23.79 %
Dr. Maria Mitrani (3)
Chief Science Officer and Director
253,497,990
23.79 %
Ian Bothwell (4)
Chief Financial Officer and Director
140,518,726
13.10 %
Dr. George Shapiro (5)
Chief Medical Officer and Director
75,604,187
7.10 %
Michael Carbonara (6)
Director
47,818,181
4.49 %
Dr. Allen Meglin
Director
14,589,180
1.36 %
All officers and directors as a group (6 persons) (7)
532,028,264
46.00 %
(1)
Based on 1,149,204,595 shares of common stock outstanding at January 28, 2022, less all unvested shares issued and outstanding as of January 28, 2022.
(2)
Includes 101,707,800 shares of common stock held by Dr. Maria Mitrani, Albert Mitrani’s wife. Does not include 15,000,000 shares of common stock issued to Dr. Mitrani which vest on December 31, 2023.
(3)
Includes 151,790,190 shares of common stock held by Albert Mitrani, Dr. Mitrani’s husband. Does not include 15,000,000 shares of common stock issued to Albert Mitrani which vest on December 31, 2023.
(4)
Includes 7,500,000 warrants to purchase 7,500,000 shares of common stock of the Company. Does not include 15,000,000 shares of common stock issued to Mr. Bothwell which vest on December 31, 2023.
(5)
Does not include 5,000,000 shares of common stock issued to Mr. Shapiro which vest on December 31, 2023.
(6)
Held indirectly by Republic Asset Holdings LLC, an entity of which Michael Carbonara has voting and dispositive control. The address for this shareholder is 102 NE 2 nd Street, Boca Raton, FL 33432.
(7)
Does not include the unvested shares of common stock set forth in footnotes (2) through (5) above.
The Company has not received any filings by a third party indicating beneficial ownership of more than 5% of our outstanding voting capital stock that are not listed herein.
104
Securities
Authorized for Issuance under Equity Compensation Plans
Plan category
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
2020 Plan (a)
-0-
--
-0-
Board Stock Compensation Plan
-0-
-0-
4,513,192
Management And Consultants Performance Stock Plan (a)
-0-
-0-
582,500,000
2021 Equity Incentive Plan
-0-
-0-
166,600,000
(a) No awards were issued under the 2020 Plan and the 2020 Plan was terminated in connection with the adoption
of the Company’s 2021 Equity Incentive Plan. Following the adoption of the 2021 Equity Incentive Plan and consummation of the Share
Exchange Agreement described in “Item 11. Executive Compensation” in October 2021, the Management And Consultants Performance
Stock Plan, but not unexchanged shares awarded under the Management And Consultants Performance Stock Plan ,was terminated.
105
Item 13. Certain Relationships and Related
Transactions and Director Independence.
Leases
The Company’s corporate administrative offices
are located at 515 North Shore Drive, Miami Beach, Florida 33141. The office space is leased from MariLuna, LLC, a Florida limited liability
company which is owned by Dr. Maria Mitrani, the Chief Science Officer and director of the Company. The term of the lease runs through
June 2023 and the monthly rent is $3,500 per month. Since October 2020, we have been party to a second lease with MariLuna LLC for office
space located in Aspen, CO. The initial term of the lease was for one year, expiring on September 30, 2021 and the lease has been subsequently
extended on a month to month basis. The monthly rent is $6,500.
Reimbursements
In its employment agreement with Ian Bothwell,
the Company agreed to reimburse Rover Advanced Technologies, LLC, a company owned and controlled by Mr. Bothwell for office rent and other
direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $31,192 and $24,788 for the years ended October
31, 2021 and 2020, respectively.
Advances by Executive Officers
From time to time, Mr. Bothwell and/or his respective
affiliates have advanced funds to the Company to pay for certain expenses of the Company. As of October 31, 2021 and 2020, $6,253 and
$1,965, respectively, is owed to Mr. Bothwell and/or his respective affiliates.
Manuel. Iglesias, the Company’s former Chief
Executive Officer, and/or his affiliates advanced funds to the Company to pay for certain expenses of the Company. As of October 31, 2021,
and October 31, 2020, $220,897 was owed to Mr. Iglesias and/or his affiliates, respectively. Mr. Iglesias also personally guaranteed a
$100,000 credit facility secured by the Company in September 2019.
Sale Of Equity
During April 2020 through May 2020, the Company
sold 11,000,000 shares of common stock to Dr. Allen Meglin, a director of the Company at $0.02 per share for an aggregate purchase price
of $220,000. During July, August and October 2020, the Company sold an additional 1,166,666 shares, 422,514 shares, and 625,000 shares
of common stock to Dr. Allen Meglin at $0.03 per share, $0.10 per share and $0.08 per share, respectively, for an aggregate purchase price
of $127,251.
On October 10, 2019, the Company and Michael Carbonara,
a director of the Company agreed to a convertible funding facility arrangement (“Funding Facility”) whereby Mr. Carbonara
or its designee funded the Company $500,000. The Funding Facility was converted into 40,000,000 shares of newly issued restricted common
stock of the Company on February 12, 2020, issued to Republic Asset Holdings LLC, a Company controlled by Mr. Carbonara. On April 27,
2020, the Company sold 5,000,000 shares of common stock to Republic Asset Holdings LLC at $0.02 per share for an aggregate purchase price
of $100,000. On February 22, 2021, the Company sold 1,818,181 shares of common stock to Republic Asset Holdings LLC at $0.055 per share
for an aggregate purchase price of $100,000.
Sales to Related Parties
During the year ended October 31, 2021, the Company
sold a total of approximately $881,600 of product to a management services organization (“MSO”) that provides administrative
services and contracts for medical supplies for several medical practices, including $211,505 of products purchased from the Company that
were attributable to the medical practice owned by Dr. George Shapiro. Dr. Shapiro also has an indirect economic interest in the parent
company that owns the MSO. For the year ended October 31, 2021, the total amount of sales of products to the medical practice owned by
Dr. Allen Meglin and to customers related to Mr. Michael Carbonara totaled $13,820 and $32,655, respectively. During the fiscal year ended
October 31, 2020, sales to the medical practices related to Dr. George Shapiro and Dr. Allen Meglin and to customers related to Mr. Michael
Carbonara totaled $53,740, $27,385, and $14,320, respectively.
106
Review, Approval and Ratification of Related
Party Transactions
Review, approval, or ratification of transactions
with our executive officers, directors and significant shareholders are subject to approval or ratification by a majority of disinterested
directors. Once our board of directors is comprised of a majority of independent directors, we anticipate that such transactions will
require approval or ratification by a majority of our independent directors or a committee of the board of directors consisting of independent
directors.
Item 14. Principal Accounting Fees and Services.
Our principal independent accountants are Marcum
LLP (“Marcum”).
Audit Fees
The aggregate fees billed the Company for the
fiscal years ended October 31, 2021 and October 31, 2020 for professional services rendered by our principal accountants for their audit
of our annual financial statements and review of financial statements included in our quarterly reports or services that are normally
provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:
Fiscal Year Ended October 31, 2021:
$ 160,000
Fiscal Year Ended October 31, 2020:
$ 150,000
Audit-Related Fees
The aggregate fees billed the Company for the
fiscal years ended October 31, 2021 and 2020 for assurance and related services by the principal accountant that are reasonably related
to the performance of the audit or review of the registrant’s financial statements and are not reported under Item 9(e)(1) of Schedule
14A.
Fiscal Year Ended October 31, 2021:
$ 19,385
Fiscal Year Ended October 31, 2020:
$ -
Tax Fees
The aggregate fees billed the Company for the
fiscal years ended October 31, 2021 and 2020 for professional services rendered by the principal accountants for tax compliance, tax advice,
and tax planning.
Fiscal Year Ended October 31, 2021:
$ -
Fiscal Year Ended October 31, 2020:
$ -
All Other Fees
The aggregate fees billed the Company for the
fiscal years ended October 31, 2021 and 2020 for products and services provided by the principal accountants, other than the services
reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A.
Fiscal Year Ended October 31, 2021:
$ -
Fiscal Year Ended October 31, 2020:
$ -
Pre-Approval Policies and Procedures
We have not used Marcum for financial information
system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying
the financial statements or generates information that is significant to our financial statements, are provided internally or by other
service providers. We did not engage Marcum to provide compliance outsourcing services.
Our board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before
or after the respective services were rendered. The board of directors has considered the nature and amount of fees billed by Marcum and
believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independence.
107
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Exhibit No:
Description:
2.1
Plan and Agreement of Reorganization, dated April 23, 2018, between Management and Business Associates, LLC and Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on April 26, 2018 and incorporated by reference herein)
3.1
Articles of Incorporation, as amended (Filed as an exhibit to Registration Statement on Form S-1 filed on September 4, 2012 (File No: 333-183710) and incorporated by reference herein)
3.2
Certificate of Amendment to the Articles of Incorporation (Filed as an exhibit to Form 8-K filed on November 3, 2015 and incorporated by reference herein)
3.3
Amendment to the Certificate of Incorporation of Biotech Products Services and Research, Inc., filed with the Secretary of State of Nevada on July 22, 2017, effective July 10, 2017 (Filed as an exhibit to Form 10-K for the fiscal year ended October 31, 2017 filed on July 7, 2018 and incorporated by reference herein)
3.4
Series A Non-Convertible Preferred Stock Certificate of Designation, effective November 1, 2016 (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)
3.5
Amendment to Certificate of Designation of Series A Non-Convertible Preferred Stock of Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
3.6
Series B Convertible Preferred Stock Certificate of Designation, effective November 1, 2016 (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)
3.7
Amendment to the Certificate of Incorporation of Biotech Products Services and Research, Inc., filed with the Secretary of State of Nevada on May 21, 2018, effective June 20, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)
3.8
Certificate of Correction filed with the Secretary of State of Nevada on June 18, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)
3.9
Certificate of Withdrawal filed with the Secretary of State of Nevada on June 14, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)
3.10
Amended and Restated By-laws of Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
3.11
Second Amended and Restated By-laws of Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on December 18, 2017 and incorporated by reference herein)
108
Exhibit No:
Description:
3.12
Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on June 24, 2020, effective June 24, 2020. (Filed as an exhibit to Form 8-K filed on July 14, 2020 and incorporated by reference herein)
10.1
Stock Purchase Agreement dated October 30, 2015 between Biotech Products Services and Research, Inc. and John Goodhew (Filed as an exhibit to Form 8-K filed on November 3, 2015 and incorporated by reference herein)
10.2
Series A Non-Convertible Preferred Stock Share Exchange Agreement, dated November 1, 2016, between Biotech Products Services and Research, Inc. and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)
10.3
Series B Convertible Preferred Stock Share Exchange Agreement, dated November 1, 2016, between Biotech Products Services and Research, Inc. and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)
10.4+
Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)
10.5+
Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Dr. Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)
10.6+
Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Dr. Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
10.7+
Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)
10.8+
Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
10.9+
Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Dr. Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)
10.10+
Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Dr. Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
10.11+
Employment Agreement, dated March 8, 2017, between Biotech Products Services and Research, Inc. and Terrell Suddarth (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
10.12+
Warrant, dated November 4, 2016, issued to Dr. Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)
10.13+
Warrant, dated November 4, 2016, issued to Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)
109
Exhibit No:
Description:
10.14+
Warrant, dated November 4, 2016, issued to Dr. Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)
10.15+
Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc. to Dr. Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
10.16+
Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc. to Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
10.17+
Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc. to Dr. Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
10.18+
Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc. to Terrell Suddarth (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)
10.19
Form of the Securities Purchase Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., each of its Subsidiaries, the Agent, LLC, Dr. Bruce Werber and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)
10.20
Form of the 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, dated March 29, 2017, of Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)
10.21
Form of the Security Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., each of its Subsidiaries, and the Agent (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)
10.22
Form of the Intellectual Property Security Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., and each of its, Subsidiaries, and the Agent (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)
10.23
Form of the Subsidiary Guarantee, dated March 29, 2017, by and among Biotech Products Services and Research, Inc. and each of its Subsidiaries (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)
10.24+
Employment Agreement, dated as of May 1, 2017, by and between Peter Taddeo and Mint Organics Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on May 24, 2017 and incorporated by reference herein)
10.25
Lease Agreement, dated May 23, 2017, by and between Sunwest Office Park, LLC and Anu Life Sciences, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on May 24, 2017 and incorporated by reference herein)
10.26
Asset Purchase Agreement, dated February 5, 2018, by and among Vera Acquisition, LLC, Anu Life Sciences, Inc., Biotech Products Services and Research, Inc. and Controlling Stockholders, and General Surgical Florida, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on February 9, 2018 and incorporated by reference herein)
110
Exhibit No:
Description:
10.27
Distribution Agreement, dated February 5, 2018, by and between Vera Acquisition, LLC, and Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on February 9, 2018 and incorporated by reference herein)
10.28
Separation and General Release Agreement, dated April 6, 2018, by and between Peter Taddeo, and Mint Organics, Inc., Mint Organics Florida, Inc., Biotech Products Services and Research, Inc. and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)
10.29
Share Purchase and General Release Agreement, dated April 6, 2018, by and between Peter Taddeo and Biotech Products Services and Research, Inc. and Mint Organics, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)
10.30+
Amendment No. 2, dated April 6, 2018, to Employment Agreement between Biotech Products Services and Research, Inc. and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)
10.31+
Amendment No. 2, dated April 6, 2018, to Employment Agreement between Biotech Products Services and Research, Inc. and Maria I. Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)
10.32
Form of Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on April 26, 2018 and incorporated by reference herein)
10.33
Form of 2018 6% Convertible Debenture Issued by Biotech Products Services And Research, Inc., a Nevada corporation (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)
10.34
Consulting Services Agreement effective as of March 30, 2020 between Assure Immune L.L.C and the Company (Filed as an exhibit to the Registrant’s Form 8-K filed on April 30, 2020 and incorporated by reference herein)
10.35+
Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc. and Albert Mitrani dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)
10.36+
Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc. and Dr. Maria Mitrani dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)
10.37+
Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc. and Ian T. Bothwell dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)
10.38+
Warrant for the purchase of shares of common stock of Organicell Regenerative Medicine inc. issued to Ian Bothwell dated February 26, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)
10.39
Warrant for the purchase of shares of common stock of Organicell Regenerative Medicine inc. issued to Raymond Zoeller dated May 15, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)
10.40+
2021 Equity Incentive Plan (Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (File No. 333-26062) and incorporated by reference therein)
10.41+
Exchange Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on November 2, 2021 and incorporated herein by reference)
10.42*
Securities Purchase Agreement dated January 11, 2022 with AJB Capital Investment
10.43*
Promissory Note dated January 11, 2022 made in favor of AJB Capital Investment
21.1*
Subsidiaries of the Registrant
23.1*
Consent of Marcum LLP
31.1*
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
111
Exhibit No:
Description:
31.2*
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer
32.1*
Section 1350 Certification of Principal Executive Officer
32.2*
Section 1350 Certification of Principal Financial and Accounting Officer
101.INS **
XBRL Instance Document
101.SCH**
XBRL Taxonomy Extension Schema Document
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**
XBRL Taxonomy Extension Labels Linkbase Document
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
*
+
Filed herewith.
Management compensation plan or arrangement.
**
Pursuant to Rule 406T of Regulation S-T, these
interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the
Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject
to liability under those sections.
112
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ORGANICELL REGENERATIVE MEDICINE, INC.
By:
/s/ Albert
Mitrani
Albert Mitrani
Chief Executive Officer
(Principal Executive Officer)
February 14, 2022
By:
/s/ Ian T. Bothwell
Ian T. Bothwell
Chief Financial Officer
(Principal Financial and Accounting Officer)
February 14, 2022
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated:
Signature
Title
Date
/s/ Albert Mitrani
Chief Executive Officer, President, Chief Operating Officer and Secretary, Director
(Principal Executive Officer)
February 14, 2022
Albert Mitrani
/s/ Ian T. Bothwell
Chief Financial Officer, Director
(Principal Financial and Accounting Officer)
February 14, 2022
Ian T. Bothwell
/s/ Maria Ines Mitrani
Chief Science Officer, Director
February 14, 2022
Maria Ines Mitrani
/s/ George Shapiro
Chief Medical Officer, Director
February 14, 2022
George Shapiro
/s/ Allen Meglin
Director
February 14, 2022
Allen Meglin
/s/ Michael Carbonara
Director
February 14, 2022
Michael Carbonara
113