What changed in this filing

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Item 1. Financial Statements

2023-06-16 compared with 2023-03-17 · 253 added, 129 removed, 430 unchanged (47% of the section changed)

1 unchanged sentence

Organicell Regenerative Medicine, Inc.

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets

3 unchanged sentences

Prepaid expenses

Funds held in escrow for share repurchase

Total Current Assets

Property and equipment, net

Equity in non-marketable securities of affiliated entity

Other assets – right of use

Security deposits

LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY

LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current Liabilities

3 unchanged sentences

Operating lease obligations

Deferred revenue

Promissory note, net of debt discount

1 unchanged sentence

Commitment to repurchase shares in connection with settlement of litigation

Deferred revenue

Total Current Liabilities

6 unchanged sentences

100 and 100 shares issued and outstanding, respectively

Stockholders’ Equity

Stockholders’ (Deficit) Equity

Common stock, $ 0.001 par value, 2,500,000,000 shares authorized;

2 unchanged sentences

Accumulated deficit

Total Stockholders’ Equity

TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY

Total Stockholders’ (Deficit) Equity

TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY

The accompanying notes are an integral part of these consolidated financial statements.

Organicell Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Revenues (includes sales to related parties of $ 22,820 , $ 62,820 , $ 48,050 , and $ 93,980 , respectively

Cost of revenues

4 unchanged sentences

Change in Commitment Fee Shortfall Obligation

Loss before taxes

Provision for income taxes

Net loss per common share - basic and diluted

2 unchanged sentences

1,077,966,032

1,397,622,550

1,068,441,162

The accompanying notes are an integral part of these consolidated financial statements.

Organicell Regenerative Medicine, Inc.

CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three Months Ended January 31, 2023 and 2022

Total Stockholders’

CONDENSED CONSOLIDATED CHANGES TO STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three Months And Six Months Ended April 30, 2023 and 2022

Three Months Ended April 30,

Stockholders’

Balance February 1, 2023

1,488,757,718

Stock-based compensation

Issuance of Common stock and Warrants as commitment fee for SPA 23 Note

Stock issued in satisfaction of Commitment Fee Shortfall Obligation

Cancellation of shares repurchased in connection with litigation

Balance April 30, 2023

1,490,677,642

Balance February 1, 2022

1,149,204,595

Sale of common stock

Stock-based compensation

Stock issued in settlement of litigation

Balance April 30, 2022

1,166,887,928

Six Months Ended April 30,

Stockholders’

Balance October 31, 2022

2 unchanged sentences

Stock-based compensation

Common stock issued as commitment fee for Promissorry Note

Balance January 31, 2022

Issuance of Common stock and Warrants as commitment fee for SPA 23 Note

Stock issued in satisfaction of Commitment Fee Shortfall Obligation

Cancellation of shares repurchased in connection with litigation

Balance April 30, 2023

1,490,677,642

3 unchanged sentences

Stock-based compensation

Balance January 31, 2023

Common stock issued as commitment fee for Promissory Note

Stock issued in settlement of litigation

Balance April 30, 2022

1,166,887,928

1 unchanged sentence

Organicell Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Depreciation and amortization expense

Amortization of OID and commitment fee discount – Promissory Note

Amortization of OID and commitment fee discount – Promissory notes

Change in Commitment Fee Shortfall Obligation

Write-off of fixed assets

Stock-based compensation

Reserve for receivables from related party

Stock issued in settlement of litigation

Changes in operating assets and liabilities:

10 unchanged sentences

Purchase of fixed assets

Investment in non-marketable equity securities

Net cash used in investing activities

1 unchanged sentence

Proceeds from issuance of Promissory Note

Funds held in escrow for share repurchase

Payments on finance lease

Repayments of notes payable

Shares repurchased in connection with litigation

Proceeds from sale of common stock

Net cash (used in) provided by financing activities

(Decrease) increase in cash

Decrease in cash

Cash at beginning of period

4 unchanged sentences

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

OID discount on proceeds received from Promissory Note

OID discount on proceeds received from promissory notes

Stock purchased from payments due on accounts payable

Common stock issued as commitment fee for Promissory Note

Common stock and warrants issued as commitment fee for promissory notes

Common stock issued in satisfaction of Commitment Fee Shortfall Obligation

Commitment Fee Shortfall Obligation

Promissory note issued for past due Professional Fees

Purchase of fixed assets

The accompanying notes are an integral part of these consolidated financial statements.

8 unchanged sentences

to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”) and during November 2021 the Name Change was effectuated in the marketplace by the Financial Industry Regulatory Agency.

For the three months ended January 31, 2023, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers.

The Company’s leading product, Zofin™ (also known as Organicell TM Flow), is an acellular, biologic therapeutic derived from perinatal sources and is manufactured to retain naturally occurring microRNAs, without the addition or combination of any other substance or diluent.

In June 2021, the Company announced that it was launching a service platform for its first autologous product called Patient Pure X TM (PPX TM ).

PPX TM is a non-manipulated biologic containing the nanoparticle fraction from a patient’s own peripheral blood.

The Company began to accept minimal orders for this service in October 2021 and to date revenues from PPX TM continue to be immaterial.

For the six months ended April 30, 2023, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers.

The Company’s leading product, Zofin™ (also known as Organicell™ Flow), is an acellular, biologic therapeutic derived from perinatal sources and is manufactured to retain naturally occurring microRNAs, without the addition or combination of any other substance or diluent.

In June 2021, the Company announced that it was launching a service platform for its first autologous product called Patient Pure X™ (PPX™).

PPX™ is a non-manipulated biologic containing the nanoparticle fraction from a patient’s own peripheral blood.

The Company began to accept minimal orders for this service in October 2021 and to date revenues from PPX™ continue to be immaterial.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the condensed unaudited consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of April 30 2023, and the results of its operations and its cash flows for the three and six months ended April 30, 2023 and 2022.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading.

These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2022 filed with the Securities and Exchange Commission.

Concentrations of Credit Risk

Concentrations

The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable.

Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution.

At January 31, 2023, the Company held $ 1,152,448 of cash balances in one financial institution in excess of FDIC insurance coverage limits.

At April 30, 2023, the Company held a total of $ 471,045 of cash balances in two financial institutions in excess of FDIC insurance coverage limits.

Major Customer

During the six months ended April 30, 2023, the

Company sold products and services totaling approximately $ 437,000 ( 22.0 % ) to a large distributor and the distributors customers and approximately

$ 412,000 ( 21.5 % ) to customers of another distributor and the distributors customers.

During the six months ended April 30, 2022, the

Company sold products and services totaling approximately $ 1,297,000 ( 39.0 % ) to a large distributor and the distributors customers and

approximately $ 683,000 ( 21.0 % ) to customers of another distributor and the distributors customers.

Use of Estimates

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However, actual results may differ from the estimates.

Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity.

Cash Equivalents

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Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made.

For the three months ended January 31, 2023 and 2022, the Company did no t record any bad debt expense.

For the six months ended April 30, 2023 and 2022, the Company did no t record any bad debt expense.

Inventory is stated at the lower of cost or net realizable value using the average cost method.

The Company provides reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life.

At January 31, 2023 and 2022, the Company determined that there were not any reserves required in connection with our inventory.

At April 30, 2023 and 2022, the Company determined that there were not any reserves required in connection with our inventory.

Property and Equipment

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Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

Non-marketable Securities

Non-marketable securities consist of equity investments in privately-held companies, which are classified as other assets on the consolidated balance sheets.

These non-marketable equity securities do not have readily determinable fair values.

Under the measurement alternative election, the Company accounts for these non-marketable securities at cost and adjusted for observable price changes in orderly transactions for the identical or similar investments of the same issuer or upon impairment and are not eligible for the net-asset-value practical expedient from fair value measurement.

The measurement alternative election is reassessed each reporting period to determine whether the non-marketable securities continue to be eligible for this election.

The Company periodically evaluates its non-marketable securities for impairment when events and circumstances indicate that the carrying amount of the investment may not be recovered.

Impairment indicators may include, but are not limited to, a significant deterioration in earnings performance, credit rating, asset quality or business outlook or a significant adverse change in the regulatory, economic, or technological environment.

Under current U.S.

GAAP, equity investments without readily determinable fair values are reported at cost minus impairment.

However, impairment losses are recognized only if they are considered other-than- temporary.

Leasehold Improvements

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The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments.

At January 31, 2023, the Company had 408,800,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended January 31, 2023.

At January 31, 2022, the Company had 9,500,000 common shares issuable upon the exercise of warrants and unpaid Original Base Salary and Incremental Salary that could be convertible into approximately 39,836,000 common shares that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended January 31, 2022.

At April 30, 2023, the Company had 418,800,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the six months ended April 30, 2023.

At April 30, 2022, the Company had 9,500,000 common shares issuable upon the exercise of warrants and unpaid Original Base Salary and Incremental Salary that could be convertible into approximately 49,960,000 common shares that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the six months ended April 30, 2022.

Stock-Based Compensation

All stock-based payments are recognized in the financial statements based on their fair values.

The Company periodically issues stock options and stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs.

The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period.

Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends.

Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience.

The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Research and Development Costs

1 unchanged sentence

These costs are expensed as incurred.

Our research and development expenses were approximately $ 194,700 and $ 276,300 for the three months ended January 31, 2023 and 2022, respectively.

Our research and development expenses were approximately $ 407,700 and $ 276,600 for the three months ended April 30, 2023 and 2022, respectively.

Our research and development expenses were approximately $ 602,400 and $ 552,900 for the six months ended April 30, 2023 and 2022, respectively.

The research and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials.

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The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

For the three months ended January 31, 2023 and 2022 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods.

There is a full valuation allowance established for the tax benefit associated with the net losses for the three months ended January 31, 2023 and 2022.

the three months and six months ended April 30, 2023 and 2022 the Company incurred operating losses, and therefore, there was

not any income tax expense amount recorded during those periods.

There is a full valuation allowance established for the tax benefit

associated with the net losses for the three months and six months ended April 30, 2023 and 2022.

Valuation of Derivatives

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The Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares.

The Company currently has 2,500,000,000 authorized shares of common stock of which 1,490,677,642 shares are issued and outstanding as of March 16, 2023.

The Company currently has 2,500,000,000 authorized shares of common stock of which 1,490,696,392 shares are issued and outstanding as of June 15, 2023.

The Company expects that it will continue to issue common stock in the future in connection with debt and/or equity financings, transactions with third parties, performance incentives and as compensation to its employees.

16 unchanged sentences

The Company evaluates its hierarchy disclosures each quarter.

The Company did not have any convertible instruments outstanding at January 31, 2023 and October 31, 2022 that qualify as derivatives.

The Company did not have any convertible instruments outstanding at April 30, 2023 and October 31, 2022 that qualify as derivatives.

Operating Lease Obligations

1 unchanged sentence

2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease.

The Company applies the modified retrospective approach which includes a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing to account for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified and the inclusion of amounts pertaining to the maintenance portion of the leased assets.

The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840.

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Subsequent Events

The Company has evaluated subsequent events that occurred after January 31, 2023 through the financial statement issuance date for subsequent event disclosure consideration.

The Company has evaluated subsequent events that occurred after April 30, 2023 through the financial statement issuance date for subsequent event disclosure consideration.

NOTE 3 – GOING CONCERN

accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted

accounting principles, which contemplate continuation of the Company as a going concern.

The Company has had limited revenues since

its inception.

The Company incurred net losses of $ 2,176,305 2,286,656 for the three months ended January 31, 2023.

In addition, the

Company had an accumulated deficit of $ 52,807,962 at January 31, 2023.

The Company had a working capital deficit of $ 773,385 at

January 31, 2023.

United States Food and Drug Administration (“FDA”)

regulations which were announced in November 2017 and which became effective beginning in May 2021 (postponed from November 2020

due to the COVID-19 pandemic) require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining

to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be

sold pursuant to an approved biologics license application (“BLA”).

The Company has not obtained any opinion or ruling regarding

the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject

to the FDA’s previously announced intended enforcement policies regarding HCT/P’s.

The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.

The Company has had limited revenues since its inception.

The Company incurred net losses of $ 4,277,954 for the six months ended April 30, 2023.

In addition, the Company had an accumulated deficit and a stockholders’ deficit of $ 54,799,260 and $ 138,908 , respectively, at April 30, 2023.

The Company had a working capital deficit of $ 1,509,799 at April 30, 2023.

United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective beginning in May 2021 (postponed from November 2020 due to the COVID-19 pandemic) require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”).

The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s.

In addition to the above, the adverse public health developments associated with the ongoing COVID-19 pandemic combined with the downturn in the overall United States and global economies have adversely affected the demand for our products and services by our customers and from patients of our customers and which currently still continue to have a negative impact to our business and the economy.

As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed in the future are not restricted;

(b) the United States economy returns to pre-COVID-19 conditions;

and/or (c) additional sources of working capital through operations or debt and/or equity financings are realized.

and/or (b) additional sources of working capital through operations or debt and/or equity financings are realized.

These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (a) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines;

(b) the United States economy returns to pre-COVID-19 market conditions;

(c) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products;

(d) obligations to the Company’s creditors are not accelerated;

(e) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations;

(f) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products;

and/or (g) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources.

(b) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products;

(d) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations;

(e) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products;

and/or (f) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources.

There is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy.

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bankruptcy laws.

As of January 31, 2023, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.

In addition, the Company’s independent registered public accounting firm, in its report on the Company’s October 31, 2022 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

As of April 30, 2023, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.

NOTE 4 – INVENTORIES

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Total property and equipment, net

Depreciation expense totaled $ 29,143 and $ 14,170 for the three months ended January 31, 2023 and 2022, respectively.

Depreciation expense totaled $ 29,502 and $ 18,605 for the three months ended April 30, 2023 and 2022, respectively.

Depreciation expense totaled $ 58,645 and $ 32,775 for the six months ended April 30, 2023 and 2022, respectively.

As described in Note 7, during the year ended October 31, 2021, the Company began the build-out of additional laboratory processing, product distribution and administrative office capacity at its Basalt Lab Lease location.

The Basalt Lab Lease location became operational during May 2022 and amortization of these costs began during May 2022.

Amortization expense totaled $ 126,657 and $ 0 for the three months ended January 31, 2023 and 2022, respectively.

Amortization expense totaled $ 126,657 and $ 0 for the three months ended April 30, 2023 and 2022, respectively.

Amortization expense totaled $ 253,314 and $ 0 for the six months ended April 30, 2023 and 2022, respectively.

On April 30, 2023, the Company wrote off certain computer and manufacturing equipment with a cost basis of $ 43,755 and accumulated depreciation of $ 16,406 , resulting in a loss of $ 27,349 for the three months and six months ended April 30, 2023.

NOTE 6 – EQUITY IN NON-MARKETABLE SECURITIES OF AFFILATED ENTITY

marketable securities

Equity in non-marketable securities

During the six months ended April 30, 2023, the Company invested $ 100,000 in cash in the non-marketable equity securities of one privately-held skin-care formulator (“Formulator”) in an effort to accelerate the Company’s development of expertise with respect to the skincare industry and the potential supply of the Company’s products in future formulations.

The Company evaluated its ownership, contractual and other interests in this entity and determined the Company does not have a variable interest in this entity and therefore it is not required to be consolidated in the Company’s consolidated financial statements, as the Company is not the primary beneficiary and does not have the power to direct activities that most significantly impact the entities’ economic performance.

The Company’s maximum loss exposure is limited to the carrying value of this investment.

At April 30, 2023 and October 31, 2022, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $ 100,000 and $ 0 , respectively.

For the six months ended April 30, 2023 and 2022, there were no adjustments to the carrying value of equity securities without readily determinable fair values.

Both Greyt Ventures, LLC and Skycrest Holdings, LLC, shareholders in the Company, each own a 20% interest in the Formulator.

In addition, Mr.

Robert Smoley, a consultant and advisor to the Company is also the Chief Operating Officer of the Formulator.

NOTE 7 – LEASE OBLIGATIONS

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The leased equipment are being depreciated over their estimated useful lives of 15 years.

Operating Lease Obligations:

As of April 30, 2023, finance lease obligations were $ 307,220 , of which $ 116,711 were current.

Short Term Lease Obligations:

On August 30, 2022, the Company entered into a one-year lease agreement (“LA Office Lease”) for office space in Los Angeles, California commencing September 1, 2022 and ending August 31, 2023.

1 unchanged sentence

The lease is non-renewable.

Laboratory Facilities:

Effective July 1, 2022, the Company entered into a six-month lease agreement for an approximately 450 square foot laboratory and additional administrative office space effective July 1, 2022 (“New Miami Lab Lease”).

4 unchanged sentences

This space is occupied pursuant to one year license agreement (“University Lease”) for an annual base license fee of $ 20,230 .

Operating Lease:

During March 2021, the Company entered into a lease agreement for an approximately 2,452 square foot commercial space located in Basalt, Colorado (the “Basalt Lab Lease”).

6 unchanged sentences

In connection with the execution of the Basalt Lab Lease, the Company recorded a ROU asset and corresponding operating lease obligation of $ 235,313 (present value of the associated leased payments based on an assumed borrowing rate of 4.5 %).

Lease amortization expense for the three months ended January 31, 2023 and 2022 was $ 19,838 and $ 18,361 , respectively.

The right of use asset was $ 70,675 and $ 110,955 at April 30, 2023 and October 31, 2022, respectively.

Lease amortization expense for the three months ended April 30, 2023 and 2022 was $ 20,482 and $ 18,977 , respectively.

Lease amortization expense for the six months ended April 30, 2023 and 2022 was $ 40,320 and $ 37,338 , respectively.

As of April 30, 2023, the remaining operating lease obligation was $ 70,675 .

NOTE 8 – RELATED PARTY TRANSACTIONS

For the three months ended January 31, 2023 and 2022, the Company sold a total of approximately $ 25,230 and $ 79,700 , respectively, of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, including $25,230 and $22,740, respectively, of products purchased from the Company that were attributable to the medical practice owned by Dr.

For the three months and six months ended April 30, 2023, the Company sold a total of approximately $ 83,600 and $ 108,900 , respectively, of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, including $ 22,820 and $ 48,050 , respectively, of products purchased from the Company that were attributable to the medical practice owned by Dr.

George Shapiro the Company’s Chief Medical Officer and a member of the board of directors.

Shapiro also has an indirect economic interest in the parent company that owns the MSO.

For the three months and six months ended April 30, 2022, the Company sold a total of approximately $ 203,700 and $ 283,000 , respectively, of products to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, including approximately $ 53,000 and $ 76,000 of products purchased from the Company for the three months and six months ended April 30, 2022, respectively, that were attributable to the medical practice owned by Dr.

George Shapiro.

Shapiro also has an indirect economic interest in the parent company that owns the MSO.

For the three months and six months ended April 30, 2022, the total amount of sales of products to customers related to Mr.

Michael Carbonara totaled $ 2,160 and $ 10,320 , respectively.

For the three months and six months ended April 30, 2022, the total amount of sales of products to customers related to Dr.

Allen Meglin totaled $ 7,660 .

During the six months ended April 30, 2023, the Company invested $ 100,000 in cash for a 10% minority interest in the non-marketable equity securities of a privately-held skin-care formulator (“Formulator”).

Both Greyt Ventures, LLC and Skycrest Holdings, LLC, shareholders in the Company, each own a 20% interest in the Formulator.

In addition, Mr.

Robert Smoley, a consultant and advisor to the Company is also the Chief Operating Officer of the Formulator.

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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Other professional fees payables

Accrued IRS penalty

Accrued IRS penalty (Note 11)

Accrued commissions payable

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NOTE 10 – NOTES PAYABLE

Schedule of notes payable

Unamortized discount

Total Notes Payable

Promissory Note – SPA 22

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These costs were amortized over the term of the Extension.

For the three months ended January 31, 2023 and 2022, $ 36,889 and $ 31,778 , respectively, of the total discounts recorded in connection with the issuance of the Promissory Note have been amortized.

At January 31, 2023 and 2022, the fair value of the Commitment Fee Shares was approximately $223,846 (valued at $0.0165 the closing price of the common stock of the Company on January 31, 2023) and approximately $111,000 (valued at $0.036 the closing price of the common stock of the Company on January 31, 2022), respectively.

As a result, the Company has recorded an increase in the Commitment Fee Shortfall Obligation in the amount of $ 49,385 49,384 and $ 12,000 for the three months ended January 31, 2023 and 2022, respectively.

The total Commitment Fee Shortfall Obligation at January 31, 2023 and 2022 was $ 223,847 223,846 and $ 89,000 , respectively.

On February 10, 2023, the Company received a notice from the Purchaser that it had sold all of the Commitment Fee Shares and that the Commitment Fee Shortfall Obligation of $ 187,519 was due (a reduction of $ 36,327 from the Commitment Fee Shortfall Obligation recorded as of January 31, 2023).

The Company elected to satisfy the obligation through the issuance of 11,719,925 shares of common stock based on a Conversion Price as defined in the SPA 22 of $ 0.016 per share.

For the three months ended April 30, 2023 and 2022, $ 36,889 and $ 130,000 , respectively, of the total discounts recorded in connection with the issuance of the Promissory Note have been amortized.

At February 10, 2023, the date that the Company received notice to repay the Commitment Fee Shortfall Obligation (see below) and April 30, 2022, the fair value of the Commitment Fee Shares was approximately $ 76,200 (valued at $ 0.0165 the closing price of the common stock of the Company on February 10, 2023) and approximately $ 62,462 (valued at $ 0.0203 the closing price of the common stock of the Company on April 29, 2022), respectively.

The Company recorded an increase in the Commitment Fee Shortfall Obligation in the amount of $ 0 and $ 49,384 for the three months and six months ended April 30, 2023.

The Company recorded an increase in the Commitment Fee Shortfall Obligation in the amount of $ 48,539 and $ 60,539 for the three months and six months ended April 30, 2022.

On February 10, 2023, the Company received a notice from the Purchaser that it had sold all of the Commitment Fee Shares and that the Commitment Fee Shortfall Obligation of $ 187,519 was due.

The Company elected to satisfy the obligation through the issuance of 11,719,925 shares of common stock based on a Conversion Price as defined in the SPA 22 of $ 0.016 per share, which resulted in a reduction of $ 30,468 from the Commitment Fee Shortfall Obligation recorded as of February 10, 2023).

The total Commitment Fee Shortfall Obligation at April 30, 2023 and October 31, 2022 was $ 0 and $ 174,462 , respectively.

Promissory Note – SPA 23

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The Note also contains covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this nature.

Pursuant to the terms of the SPA 23, the Company paid a commitment fee to the Purchaser in the amount of $ 300,000 (“Commitment Fee”) in the form of 15,000,000 shares of the Company’s common stock (“Commitment Fee Shares”) and issued the Purchaser a Warrant exercisable for a five-year period to purchase up to 10,000,000 shares of our common stock at a price of $ 0.06 per share (“Warrant Shares”).

Pursuant to the terms of the SPA 23, the Company paid a commitment fee to the Purchaser (“Commitment Fee”) in the form of 15,000,000 shares of the Company’s common stock (“Commitment Fee Shares”) and issued the Purchaser a Warrant exercisable for a five-year period to purchase up to 10,000,000 shares of our common stock at a price of $ 0.06 per share (“Warrant Shares”).

Upon the closing, the Company recorded a discount of the Promissory Note in the amount of $ 308,000 , consisting of the original issue discount of $ 10,600 , transaction fees of $ 15,000 , the fair value of the Commitment Fee Shares of $ 169,500 and the fair value of the Warrant Shares of $ 113,000 .

The discount is being amortized over the term of Note.

For the three months and six months ended April 30, 2023, $ 92,095 of the total discounts recorded in connection with the issuance of the Note have been amortized.

Pursuant to the terms of the SPA 23, the Company granted certain piggyback registration rights under the Securities Act of 1933, as amended with respect to the Conversion Shares, the Warrant Shares and the Commitment Fee Shares.

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During the period that the Request is being reviewed and processed by the IRS, the IRS has agreed to put a hold on taking any levy action against the Company for the remaining amounts of the IRS Penalties that are still outstanding.

In connection with the notices, the Company has accrued $ 83,684 and $ 83,684 of accrued tax penalties and interest on the balance sheet as of January 31, 2023 and October 31, 2022, respectively.

In connection with the notices, the Company has accrued $ 86,319 and $ 83,684 of accrued tax penalties and interest on the balance sheet as of April 30, 2023 and October 31, 2022, respectively.

NOTE 12 – CAPITAL STOCK

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On December 1, 2022, the Company granted 150,000 shares of common stock to an employee as provided for in the employment agreement valued at $ 0.03 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $ 4,500 of stock-based compensation expense based on the grant date fair value of these shares during the three months ended January 31, 2023.

The Company recorded $ 4,500 of stock-based compensation expense based on the grant date fair value of these shares during the three months ended April 30, 2023.

On December 29, 2022, the Company agreed to issue 5,000,000 shares of common stock to a service provider in exchange for the provider providing discounts of 10% on all services provided retroactive to August 2022.

The common stock granted was valued at $ 100,000 based on the closing price of the common stock of the Company on the date of the agreement of $ 0.02 per share.

The Company recorded $ 100,000 of stock-based compensation expense based on the grant date fair value of these shares during the three months ended January 31, 2023.

The Company recorded $ 100,000 of stock-based compensation expense based on the grant date fair value of these shares during the three months ended April 30, 2023.

As of October 31, 2022, the Company had issued 47,500,000 shares of its common stock for services with an original fair value of $ 2,140,450 of which $ 1,248,583 was amortized and the remaining $ 891,867 of the unamortized compensation costs are to be amortized over their respective remaining service periods (“Unamortized 2022 Stock Awards”).

Included in this amount was unamortized compensation of $ 545,229 relating to 15,846,576 shares that was forfeited upon resignation of the Company’s former CEO in November 2022.

During the six months ended April 30, 2023, the Company amortized approximately $ 347,000 of compensation costs relating to the Unamortized 2022 Stock Awards.

As of April 30, 2023, all of the Unamortized 2022 Stock Awards had been fully amortized or forfeited.

Equity Line of Credit Commitment:

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2023 and redeposited back into the Company’s treasury of authorized and unissued shares on February 3, 2023.

Shares Issued – SPA 23:

As described in Note 10, in connection with the issuance of the Note on March 6, 2023, the Company issued the Purchaser’s 15,000,000 commitment shares of the Company’s common stock valued at $ 169,500 based on the closing price of the common stock of the Company on the date of the agreement of $ 0.0113 per share.

Unvested Equity Instruments :

A summary of unvested equity instruments outstanding for the three months ended January 31, 2023 and 2022 are presented below:

A summary of unvested equity instruments outstanding for the three months ended April 30, 2023 are presented below:

Schedule of nonvested share activity

Nonvested Shares

Outstanding at October 31, 2022

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Expired/Forfeited

Outstanding at January 31, 2023

Nonvested Shares

Outstanding at October 31, 2021

Non-Vested Shares Granted

Expired/Forfeited

Outstanding at January 31, 2022

Outstanding at April 30, 2023

NOTE 13 – WARRANTS

A summary of warrant activity for the three months ended January 31, 2023 and 2022 are presented below:

A summary of warrant activity for the three months ended April 30, 2023 are presented below:

Summary of warrant activity

Weighted-average

Exercise Price

Intrinsic Value

Outstanding at October 31, 2022

Expired/Forfeited

Outstanding at January 31, 2023

Exercisable at January 31, 2023

Weighted-average

Exercise Price

Intrinsic Value

Outstanding at October 31, 2021

Expired/Forfeited

Outstanding and exercisable at January 31, 2022

Outstanding at April 30, 2023

Exercisable at April 30, 2023

As described in Note 10, in connection with the issuance of the Note on March 6, 2023, the Company issued the Purchaser’s 10,000,000 commitment Warrant Shares exercisable for a five-year period at a price of $ 0.06 per share.

The Company valued the warrants on the dates of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

(1) risk free interest rate 3.98 % , (2) term of 5 years, (3) expected stock volatility of 169 % , and (4) expected dividend rate of 0 % .

All of the warrants vested immediately.

The grant date fair value of the warrants issued was $ 113,000 .

The Company recorded $ 113,000 as a loan discount which is being amortized over the term of the Note.

As of October 31, 2022, the Company had issued warrants to purchase 347,150,000 shares of its common stock for services with a fair value of $ 7,250,775 of which $ 573,250 was amortized and the remaining $ 6,677,525 of the unamortized compensation costs are to be amortized over their respective remaining service periods (“Unamortized 2022 Warrants”).

Included in this amount was unamortized compensation of $ 620,548 relating to 21,000,000 warrants that were forfeited upon resignation of the warrant holders during the six months ended April 30, 2023.

During the six months ended April 30, 2023, the Company amortized approximately $ 1,222,500 of compensation costs relating to the Unamortized 2022 Warrants.

As of April 30, 2023, there was approximately $ 4,834,500 of unamortized compensation of the Unamortized 2022 Warrants that will be amortized over their respective remaining service periods.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

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The Company is party to executive employment agreements with each of Ian T.

Bothwell (our Interim Chief Executive Officer and Chief Financial Officer), Dr.

Maria Ines Mitrani (our Chief Science Officer) and Albert Mitrani, our Executive Vice President of Sales), originally executed in April 2018 and subsequently amended (the “ Executive Employment Agreements ”).

Bothwell (our Chief Financial Officer), Dr.

Maria Ines Mitrani (our Chief Science Officer) (see below) and Albert Mitrani, our Executive Vice President of Sales) (see below), originally executed in April 2018 and subsequently amended (the “ Executive Employment Agreements ”).

As amended, the Executive Employment Agreements provide for a term expiring on December 31, 2025 and a base annual salary of $ 300,000 and specified expense reimbursement allowances.

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and (c) deletion of change in control provisions.

In addition, each of Albert Mitrani, Dr.

In the February 9, 2023 amendment, each of Albert Mitrani, Dr.

Maria Ines Mitrani and Ian Bothwell agreed to a reduction in each executive’s annual salary to $ 150,000 per year effective December 15, 2022 in the case of Dr.

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Mitrani also agreed to repay approximately $ 44,600 and $ 84,300 , respectively, of previously reimbursed expenses to the Company and the Company and the executives exchanged mutual releases.

As of January 31, 2023, the total amounts due from Mr.

Bothwell and Mr.

Mitrani were $ 44,600 and $ 74,300 , respectively and is included in receivables from related party in the accompanying consolidated balance sheets.

Term Sheet – Acting CEO

On April 28, 2023, the Company terminated Dr.

Maria Ines Mitrani as its Chief Scientific Officer and contemporaneously terminated her employment agreement with the Company (see Note 17).

On May 12, 2023, the Company terminated Albert Mitrani as its Executive Vice President of Sales and contemporaneously terminated his employment agreement with the Company.

As a result of the litigation filed on June 7, 2023 (see Note 17), the Company has recorded a reserve of $75,900 against the amounts due from Mr.

As of April 30, 2023 and October 31, 2022, the total amounts due from related parties were $ 44,600 and $ 128,939 , respectively and is included in receivables from related party in the accompanying consolidated balance sheets.

Resignation Of Matthew Sinnreich

On July 21, 2022 (“Effective Date”), Matthew Sinnreich was appointed by the Board of Directors to the position of Chief Operating Officer and Acting Chief Executive Officer.

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Sinnreich will be entitled to receive a base salary of $ 25,000 per month, payable in cash or shares of Organicell’s common stock, at his election.

On September 13, 2022, Mr.

September 13, 2022, Mr.

Sinnreich assumed the position of President and Acting Chief Executive Officer.

He subsequently resigned from the Company on November 22, 2022.

During the period November 1, 2022 through November 22, 2022 and as of November 22, 2022, a total of 1,446,575 and 8,153,424 of the Salary Shares were vested, respectively.

The Company is currently reviewing its rights to rescind previously issued shares and payments to Mr.

He subsequently

resigned from the Company on November 22, 2022.

During the period November 1, 2022 through November 22, 2022 and as

of November 22, 2022, a total of 1,446,575

and 8,153,424 of the Salary Shares were vested, respectively.

The Company is currently seeking to rescind previously issued shares

and payments to Mr.

Sinnreich in light of the resignation.

Chief Executive Officer and Chief Science Officer

On June 6, 2023, our board of directors appointed Harry Leider, M.D., M.B.A., as Chief Executive Officer and a member of the board of directors and Howard J.

Golub, M.D., as Executive Vice President and Chief Science Officer.

Bothwell, who has served as Interim Chief Executive Officer since November 2022, in addition to his position as Chief Financial Officer will continue in his Chief Financial Officer role.

Leider’s employment agreement provides for a base salary of $ 325,000 per year and the grant of an option under Organicell’s Equity Incentive Plan (“Incentive Plan”) to purchase 57,000,000 shares of our common stock at a price of $ 0.012 per share (fair market value on the date of grant) (“Leider Option”).

The Leider Option vests in equal quarterly installments over a three-year period, contingent upon Dr.

Leider’s continued employment with the Company and expires five years from the date of grant.

The vesting of the Leider Option is accelerated in the event of a change in control of the Company (as described in the employment agreement) or if the Company achieves certain market cap valuations.

Leider shall also be entitled to earn a commission of ten percent (10%) of the net profit (sales less cost of goods sold) generated by the sale of any of the Company’s biologic products sold directly by him solely from sources generated by him alone.

Leider’s employment with the Company is “At Will” meaning that his employment with the Company and his employment agreement may be terminated by the Company at any time, for any reason or for no reason at all and with or without “Cause” (as defined in the Agreement).

Notwithstanding the foregoing, in the event the Company terminates Dr.

Leider’s employment without Cause or Dr.

Leider terminates his employment with the Company for “Good Reason” (as defined in the Agreement), Dr.

Leider will be entitled to receive an amount equal to one year’s salary as severance, less the value of the Leider Option as vested on the date of termination, as calculated by subtracting the market price for the shares underlying the option as of the date of termination, less the exercise price for such shares, provided further, that the combined amount of the severance payment and market value of the Leider Option shall not be less than $200,000.

In such circumstance he will also be entitled to receive a pro-rated share of any bonus earned for the year in which the termination takes place.

Golub’s employment agreement provides for a base salary of $ 150,000 per year.

Golub will not be a full-time employee, but rather will devote such amount of his working time as the Company deems reasonably necessary to fulfill his duties thereunder (estimated to be approximately ½ his working time).

Golub will perform his duties remotely from his residence, with travel, as required by his position.

He will be permitted to continue serving as a Principal of Care-Safe, LLC.

Golub is also granted an option under the Incentive Plan to purchase 50,000,000 shares of our common stock at a price of $ 0.012 per share (fair market value on the date of grant) (“Golub Option”).

The Golub Option vests in equal quarterly installments over a one-year period, contingent upon Dr.

Golub’s continued employment with the Company and expires five (5) years from the date of grant.

Golub’s employment with the Company is “At Will” meaning that his employment with the Company and his employment agreement may be terminated by the Company at any time, for any reason or for no reason at all and with or without “Cause” (as defined in the Agreement).

Notwithstanding the foregoing, in the event the Company terminates Dr.

Golub’s employment without Cause or Dr.

Golub terminates his employment with the Company for “Good Reason” (as defined in the Agreement), Dr.

Golub will be entitled to receive an amount equal to one year’s base salary as severance.

He will also be entitled to receive a pro-rated share of any bonus earned for the year in which the termination takes place.

Both employment agreements contain customary confidentiality, non-competition and non-solicitation covenants.

Consultant Agreements

Assure Immune LLC

On August 19, 2022 the Company and Consultant agreed to an amendment to the consulting agreement whereby the Consultant was issued 5,000,000 shares of common stock of the Company and received a $20,000 cash payment in exchange for satisfaction of approximately $200,000 in outstanding consulting fees due to the Consultant up through August 31, 2022.

The parties also agreed to the reduction of future fees payable to the Consultant from $40,000 per month to $15,000 per month for the period September 2022 through March 2023.

Preparation of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring :

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The Company is obligated to make the CRO payments based on the actual costs incurred over the term of the clinical trial beginning on the commencement of the work by the CRO in connection with the applicable clinical trial and the payments for the pass-through costs and other third-party direct costs as well as site and patient related costs are paid in accordance with completion of agreed upon milestones.

As of January 31, 2023, the Company has been billed a total of approximately $617,100 and $176,200, in connection with the New CRO Agreements and Pass-Through Costs, respectively, of which approximately $ 303,800 and $82,200 was outstanding as of January 31, 2023.

As of April 30, 2023, the Company has been billed a total of approximately $1,230,900 in connection with the Proxima Agreements, Pass-Through Costs and Site related costs, respectively, of which approximately $ 630,000 was outstanding as of April 30, 2023.

Legal Matters

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Under the terms of the Settlement, the Company agreed to repurchase 24,800,001 shares of common stock for $ 500,000 .

As of January 31, 2023, the Company funded the escrow account $ 500,000 in connection with the obligation to repurchase the shares.

The funding of the escrow account asset and the corresponding liability obligation to repurchase the shares are reflected in the consolidated balance sheet at January 31, 2023.

The shares repurchased were transferred to the Company on February 2.

2023 and the escrow funds were released.

The shares repurchased were redeposited back into the Company’s treasury of authorized and unissued shares on February 3, 2023.

4 unchanged sentences

Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.

NOTE 14 – 401(K) PLAN

The Company sponsors a pooled defined contribution retirement plan (“401(k) Plan”) covering all eligible employees effective January 25, 2023.

The 401(k) Plan allows eligible employees to contribute, subject to Internal Revenue Service limitations on total annual contributions, up to 92% of their compensation as defined in the 401(k) Plan, to various investment funds.

Under the 401(k) Plan, the Company may, but is not obligated to, make any contributions to the 401(K) Plan for any eligible employees.

The Company has no t yet made any contributions to the 401(K) Plan.

NOTE 15 – ADVISOR AND PLACEMENT AGENT AGREEMENTS

Effective May 1, 2023 (“Effective Date”), the Company entered into a six-month advisory agreement (“Advisory Services Agreement”) and a six month private placement agent agreement (“Placement Agreement”) with an investment banking firm (“I-Bank”) whereby I-bank will provide financial advisory services and will seek to raise financing through one or more private placements of the Company’s debt and/or equity securities of up to $10.0 million (or other amount mutually agreed to by the partis) (“Offering”).

The Advisory Services Agreement and Placement Agreement is subject to successive, automatic one (1) month extensions unless either party has given the other 30-day written notice prior to the expiration of then in effect termination date, of their desire not to renew the Advisory Services Agreement and/or the Placement Agreement.

As compensation for I-Bank’s services and fulfillment of all obligations under the Advisory Services Agreement, the Company agreed to pay I-Bank a monthly cash fee of $ 10,000 and grant I-Bank agreed 5-year “cashless” warrants to purchase 25,000,000 shares of common stock of the Company at an exercise price of $ 0.02 per share (“Warrants”).

The Warrants shall vest monthly over the initial term of the Advisory Services Agreement.

In addition, as more fully described in the Advisory Services Agreement, the Company agreed to provide I-Bank with a right of first refusal for a 6-month period following the closing of an initial financing (“Bridge Financing”) completed by I-Bank under the Placement Agreement.

In addition, the Placement Agreement provides that the Company will pay I-Bank legal fees up to $25,000 for their legal counsel to review documents associated with the Offering, a non-refundable retainer of $12,500 to be applied against any future success fees owed to I-Banker and a success fee equal to 10% of the gross proceeds received by the Company from an Offering, excluding the Bridge Financing (subject to reduction as provided for in the Placement Agreement) and a warrant equal to 10% of the total number of securities issued in the Offering, at an exercise price equal to the price of the common stock sold in the Offering.

NOTE 16 – SEGMENT INFORMATION

The Company has only one operating segment.

NOTE 17 – SUBSEQUENT EVENT

On June 7, 2023, Organicell filed a four-count complaint with the Seventeenth Judicial Circuit in and for Broward County, Florida against Albert Mitrani and Dr.

Maria Ines Mitrani, co-founders of the Company.

Albert Mitrani was a former director and executive officer of the Company (most recently serving as Chief Executive Officer from September 2019 to July 2022 and as Executive Vice President of Sales from July 2022 until his termination in May 2023) and Dr.

Mitrani is a current director and former executive officer of the Company (serving as Chief Science Officer from November 2016 until her termination in April 2023).

The complaint alleges (i) breach of contract;

(ii) breach of fiduciary duty;

and (iii) tortious interference with business relationships;

and seeks injunctive relief, in connection with, inter alia , non-solicitation and non-competition violations, misappropriation of Organicell materials and proprietary information resulting in unjust enrichment, causing detriment to business relationships and goodwill towards customers and physicians, self-dealing and misconduct afoul to Organicell’s business interests as members of Organicell’s board of directors, executive officers and minority equity interest holders—all causing irreparable harm to Organicell.

The complaint seeks injunctive relief, in addition to both compensatory and punitive damages.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements