What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-01-29 compared with 2023-02-14 · 489 added, 537 removed, 636 unchanged (62% of the section changed)

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Organicell Regenerative Medicine, Inc.

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of October 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended October 31, 2023 and 2022

Statement of Changes In Stockholders’ Equity (Deficit) for the Years Ended October 31, 2022 and 2021

Consolidated Statement of Changes In Stockholders’ Equity (Deficit) for the Years Ended October 31, 2023 and 2022

Consolidated Statements of Cash flows for the Years Ended October 31, 2023 and 2022

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Organicell Regenerative Medicine, Inc.

(the “Company”) as of October 31, 2023, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year ended October 31, 2023, and the related notes ( collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2023, and the results of its operations and its cash flows for the year ended October 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 3, the Company has a stockholders’ deficit and has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Convertible note transactions

As described in Note 11 to the consolidated financial statements , the Company issued investment units consisting of secured promissory notes which are convertible into shares of the Company’s common stock and warrants to acquire shares of the Company’s common stock.

The Company allocated the proceeds received from the sale of the investment units to the convertible notes and warrants based upon their relative fair value.

The Company used a Black Scholes Option Pricing Model, which uses certain assumptions related to expected life of the warrants, expected volatility, risk-free interest rates, and future dividends, to determine the fair value of the warrants.

We identified the accounting for the issuance of the convertible notes and warrants as a critical audit matter because of the significance of the account balances, and due to the complexity involved in assessing the classification and presentation of the convertible notes and warrants.

The auditing for these transactions required a high degree of audit judgement including evaluating the reasonableness of the significant judgements made by management in determining the appropriate accounting.

The primary audit procedures we performed to address this critical audit matter included the following, among others:

We read the convertible note and warrant agreements, and relevant documentation.

We obtained the Company’s analysis of the accounting of the convertible note and warrants issued in accordance with relevant accounting standards.

We evaluated the reasonableness of the Company’s methodology for allocation of proceeds including the Company’s consideration of relevant accounting standards.

We developed independent estimates for the fair value of the warrants issued based on the assumptions and data used by management.

/s/ Weinberg & Company P.A.

Weinberg & Company P.A.

We have served as the Company’s auditor since 2023.

Los Angeles, CA

January 29, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Organicell Regenerative Medicine, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Organicell Regenerative Medicine, Inc.

(the “Company”) as of October 31, 2022 and 2021, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended October 31, 2022, and the related notes ( collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of October 31, 2022, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended October 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2022, and the results of its operations and its cash flows for the year ended October 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

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/s/ Marcum llp

We have served as the Company’s auditor since 2015

Marcum llp ( PCAOB ID No.

We have served as the Company’s auditor from 2015 through April 2023.

Fort Lauderdale, FL

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Accounts receivable, net of allowance for bad debts

Receivables from related party

Receivables from related parties

Other receivables

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Security deposits

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

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

Current Liabilities

Accounts payable and accrued expenses

Accrued liabilities to management

Notes payable

Advances payable

Advances payable to former officer

Finance lease obligations

Operating lease obligations

Deferred revenue

Debentures payable

Promissory note, net of debt discount

Convertible promissory note, net of debt discount

Commitment Fee Shortfall Obligation

Commitment to repurchase shares in connection with settlement of litigation

Liabilities attributable to discontinued operations

Deferred revenue

Total Current Liabilities

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100 and 100 shares issued and outstanding, respectively

Stockholders’ Equity (Deficit)

Stockholders’ (Deficit) Equity

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

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Accumulated deficit

Total Stockholders’ Equity (Deficit)

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

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.

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For the Years Ended October 31, 2023 and 2022

Revenues (includes sales to related parties of approximately $ 115,440 and $ 329,600 , respectively)

Cost of revenues

General and administrative expenses

General and administrative expenses (including write-off of $142,405 of officers advances in 2023)

Loss from operations

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Change in Commitment Fee Shortfall Obligation

Impairment of non-marketable securities in a related entity

Gain on sale of assets

Gain from write-off of liabilities attributable to discontinued operations

Loss before taxes

Provision for income taxes

Net loss per common share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

1,137,645,970

1,059,488,329

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

Organicell Regenerative Medicine, Inc.

CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED CHANGES TO STOCKHOLDERS’ EQUITY (DEFICIT)

For the Years Ended October 31, 2022 and 2023

Stockholders’

October 31, 2020

of common stock

of accounts payable for stock

issued for future services

based compensation

October 31, 2021

1,132,361,005

of common stock

contributed by Executive

issued to executives as payment for outstanding compensation

forgiveness of employment obligations in connection

with Restructuring

to repurchase shares in connection with

settlement of litigation

stock issued as commitment fee for Promissory

of accounts payable for stock

issued in settlement of litigation

October 31, 2022

1,479,126,390

Balance October 31, 2021

Sale of common stock

Stock-based compensation

Shares issued in Restructuring

Capital contributed by Executive

Warrants issued to executives as payment for outstanding compensation

Executive forgiveness of employment obligations in connection with Restructuring

Commitment to repurchase shares in connection with settlement of litigation

Common stock issued as commitment fee for Promissory Note

Exchange of accounts payable for stock

Stock issued in settlement of litigation

Balance October 31, 2022

Sale of common stock

Stock-based compensation

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

Discount on warrants issued with convertible debt

Stock issued in satisfaction of Commitment Fee Shortfall Obligation

Cancellation of shares repurchased in connection with litigation

Return of former executive’s shares and warrants

Balance October 31, 2023

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

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Change in Commitment Fee Shortfall Obligation

Gain from sale of assets

Gain from write-off of liabilities attributable to discontinued operations

Gain from write-offs and settlements of accounts payable and notes payable

Write-off of non-marketable securities

Write-off of receivables from officers and other receivable

Write-off of fixed assets

Reserve for bad debt

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Purchase of fixed assets

Net cash used in investing activities

Proceeds from sale of assets

Investment in non-marketable equity securities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of notes payable

Capital contributed by executive

Payments on finance lease

Shares repurchased in connection with litigation

Capital contributed by former executive

Payments on finance leases

Repayments of notes payable

Proceeds from sale of common stock

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Increase (decrease) in cash

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Warrants issued to executives as payment for outstanding compensation

Warrants issued in connection with convertible notes

Finance lease assigned to buyer in connection with asset sale

Stock issued in exchange for accounts payable

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Purchase of fixed assets included in accounts payable

Exchange of accounts payable for common stock

Stock issued for future services

Finance lease obligations

Operating lease – right of use assets

Common stock issued in satisfaction of Commitment Fee Shortfall Obligation

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

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Organicell Regenerative Medicine, Inc.

f/k/a Biotech Products Services and Research, Inc.

(“Organicell” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada.

The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and the provision of other related services.

The Company’s proprietary products are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, hyaluronic acid, and proteins without the addition or combination of any other substance or diluent.

Our proprietary products are principally used in the health care industry administered through doctors and clinics (collectively, “Providers”).

On May 21, 2018, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the Company’s name from Biotech Products Services and Research, Inc.

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.

(“Organicell” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada under the name Bespoke Tricycles Inc.

(changed to Biotech Products Services and Research, Inc.

during September 2015 and to Organicell Regenerative Medicine, Inc., effective June 20, 2018).

Our RAAM Products and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

On December 8, 2023, our board of directors and our stockholders holding a majority of the Company’s voting power, approved resolutions authorizing the Company to amend its Articles of Incorporation to change the name (“Name Change”) of the Company from Organicell Regenerative Medicine, Inc.

to “Zeo ScientifiX, Inc.” Implementation and effectiveness of the Name Change will be subject to Organicell’s compliance with applicable regulatory requirements of the Securities and Exchange Commission and FINRA.

For the years ended October 31, 2023 and 2022, 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.

In November 2020, the Company formed Livin’ Again Inc., a wholly owned subsidiary, for the purpose of among other things, providing independent education, advertising and marketing services, to Providers that provide medical and other healthcare, anti-aging and regenerative services.

Due to limited activity, as of October 31, 2022, the Company has abandoned any future plans to operate these services.

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.

The Company recently launched 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.

To date, revenues from PPX™ continue to be minimal.

During the year ended October 31, 2023, the Company began to expand the use of its proprietary products in future formulations for a variety of topical use applications in the skin-care industry.

On November 7, 2023, the Company filed a certificate of amendment to its Articles of Incorporation to affect a reverse split of our issued and outstanding common stock on a one-for-two-hundred basis.

The reverse stock split was effective with FINRA on November 28, 2023 (the “Reverse Split”).

The par value of the Company’s common stock was unchanged at $0.001 per share after the Reverse Split.

As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was reduced proportionately based on the reverse stock split ratio of one-for-two hundred and the additional paid-in capital account was credited with the amount by which the stated capital was reduced.

All per share amounts referenced herein are reflective of the Reverse Split.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain comparative figures have been reclassified

to conform to the current year financial statement presentation.

These reclassifications had no

effect on the reported results of operations.

An adjustment has been made to the Consolidated Statements of Cash Flows for the year ended

October 31, 2021 to reclassify certain payments for the purchase of fixed assets.

Concentrations of Risk

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

At October 31, 2022, the Company held $ 3,731,290 of cash balances in one financial institution in excess of FDIC insurance coverage limits.

At October 31, 2023, the Company held in two financial institutions a total of $ 915,497 of cash balances in excess of FDIC insurance coverage limits.

Major Customer

During the fiscal year ended October 31, 2022, the Company sold a total of approximately $ 2,124,000 ( 32.7 %) to a large distributor and the distributors customers, approximately $ 1,413,700 ( 21.8 %) to customers of another distributor and $ 702,100 ( 10.8 %) of product to a management services organization (MSO) that provides administrative services and contracts for medical supplies for several medical practices.

During the year ended October 31, 2023, the Company sold products and services totaling approximately $ 1,301,000 ( 28.5 % ) to a large distributor and the distributor’s customers, approximately $ 459,000 ( 10.1 % ) to a large distributor and the distributor’s customers and approximately $ 460,000 ( 10.1 % ) to an individual medical practice.

During the fiscal year ended October 31, 2022, the Company sold a total of approximately $ 2,124,000 ( 32.7 % ) to a large distributor and the distributors customers, approximately $ 1,413,700 ( 21.8 % ) to customers of another distributor and $ 702,100 ( 10.8 % ) of product to a management services organization (MSO) that provides administrative services and contracts for medical supplies for several medical practices.

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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 equity instruments issued for services, 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.

Management determined that no allowance for bad debts was necessary at October 31, 2023 and 2022.

For the year ended October 31, 2023 and 2022, the Company recorded bad debt expense of $ 0 and $ 27,500 , respectively.

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

The Company provides a reserve 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 October 31, 2022, the Company wrote off $ 37,455 in connection with inventory that the

Company determined was no longer saleable due to its expired shelf life.

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

The Company provides a reserve 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 October 31, 2023 and 2022, the Company determined that no reserves were required in connection with our inventory.

At October 31, 2022, the Company wrote off $ 37,455 in connection with inventory that the Company determined was no longer saleable due to its expired shelf life.

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.

The Company evaluated its investment in non-marketable securities at October 31, 2023, and determined such investment was impaired.

Leasehold Improvements

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Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer.

Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s consolidated balance sheet.

Net Income (Loss) Per Common Share

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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 October 31, 2022, the Company had 388,048,326 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 year ended October 31, 2022.

At October 31, 2021, 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 35,684,900 common shares that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2021.

At October 31, 2023, the Company had 2,571,656 common shares issuable upon the exercise of warrants and 100,000 unvested restricted stock that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2023.

At October 31, 2022, the Company had 2,149,000 common shares issuable upon the exercise of warrants and 499,216 unvested restricted stock that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 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 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

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These costs are expensed as incurred.

Our research and development expenses were $ 791,326 and $ 1,120,067 for the years ended October 31, 2022 and 2021, respectively.

Our research and development expenses were approximately $ 922,700 and $ 791,300 for the years ended October 31, 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.

the years ended October 31, 2022 and 2021 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 years ended October 31, 2022 and 2021.

For the years ended October 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 years ended October 31, 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 1,463,957,717 shares are issued and outstanding as of February 3, 2023.

The Company currently has 2,500,000,000 authorized shares of common stock of which 7,283,483 shares are issued and outstanding as of October 31, 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.

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The Company evaluates its hierarchy disclosures each quarter.

The Company did not have any convertible instruments outstanding at October 31, 2022 and October 31, 2021 that contain derivatives.

Operating Lease Obligations

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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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The Company has had limited revenues since its inception.

The Company incurred net losses of $ 8,896,557 for the year ended October 31, 2022.

In addition, the Company had an accumulated deficit of $ 50,521,306 at October 31, 2022.

The Company had a working capital position of $ 303,085 at October 31, 2022.

New 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 incurred net losses of $ 6,986,708 for the year ended October 31, 2023 and used $ 2,197,275 of cash from operating activities during that period.

In addition, the Company had an accumulated deficit and a stockholders’ deficit of $ 57,508,014 and $ 1,241,019 , respectively, at October 31, 2023.

The Company had a working capital deficit of $ 1,807,926 at October 31, 2023.

United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective in May 2021 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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The SPAs also provide the Investors “piggy-back” registration rights with respect to their respective Shares.

To date, the Investors have deferred any of the Company’s registration obligations pursuant to the SPA.

Consulting Agreements

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accumulated depreciation and amortization

Construction in progress

Total property and equipment, net

As described in Note 8, 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 (as defined in Note 8).

The Basalt Lab Lease location became operational during May 2022 and the depreciation of equipment and the amortization of the leasehold improvement costs at the Basalt Lab began during May 2022.

Sale Of Basalt Lab Assets

Effective, August 7, 2023, the Company sold the Basalt Lab (“Sale”) to a non-affiliated third-party purchaser (“Purchaser”).

The transaction included the assignment of the Basalt Lab Lease and the lease for certain laboratory equipment and the sale of all leasehold improvements associated with the Basalt Lab and inventory.

The purchase price paid by Purchaser was $ 1,252,000 of which $ 752,000 was allocated to the sale of equipment and leaseholds, and $ 500,000 was allocated to future purchases of inventory, plus the assumption by Purchaser of all remaining financial and other obligations under the leases for the Basalt Lab premises and certain laboratory equipment.

In addition, Organicell and Purchaser entered into a distribution agreement, pursuant to which Purchaser became a non-exclusive distributor of Organicell’s products and a commission agreement, pursuant to which Organicell may become entitled to certain payments from Purchaser in connection with transactions by it with specified third parties.

As of the date of the Sale, the net book value of the equipment sold and leasehold improvements assigned to the Purchaser was $318,068 and $295,489, respectively, and finance lease obligations assumed by the Purchaser were $ 213,261 .

In connection with the Sale, the Company recorded a gain of $ 340,611 , net of transaction fees of approximately $ 11,100 .

Depreciation expense totaled $ 106,384 and $ 82,036 for the years ended October 31, 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 $ 250,472 for the year ended October 31, 2022.

Amortization expense totaled $ 379,970 and 250,472 for the years ended October 31, 2023 and 2022, respectively.

NOTE 7 – EQUITY IN NON-MARKETABLE SECURITIES OF AFFILIATED ENTITY

Schedule of equity in non marketable securities affiliated entity

Equity in non-marketable securities

Reserve on carrying value of investment in non-marketable securities

Equity in non-marketable securities

During the year ended October 31, 2023, the Company invested $100,000 in cash (representing a 10% equity interest at the time of the investment) 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 topical 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 the time of the investment, both Greyt Ventures, LLC and Skycrest Holdings, LLC, principal shareholders of the Company, each owned 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.

The Company’s, Greyt Ventures, LLC’s and Skycrest Holdings, LLC’s equity interests in the Formulator have since been reduced to 8.96%, 17.93% and 17.93%, respectively, as a result of additional sales of equity interests in the Formulator to outside parties.

In addition, the Company’s CMO was granted an option to acquire up to 200,000 membership interests in the Formulator, of which 100,000 vested immediately and the remaining $100,000 will vest based on future sales of the Formulator attributed to the CMO.

The option price is $20,000 for the 200,000 membership interests.

As of October 31, 2023, the Company recorded a reserve against the carrying value of its investment of the Formulator of $100,000, based on the limited financial history of the Formulator to date to ascertain the fair value of the Formulator and the Company’s limited rights to control future dilution to the Company’s interests and the timing of available distributions, if any, of the Formulator.

As such, at October 31, 2023, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $0.

Sales Representative Agreement

During November 2023, the Company and the Formulator entered into a Sales Representative Agreement (“Sales Agreement”) in connection with the Company’s efforts to expand the use of its proprietary products for a variety of topical use applications.

In connection with the Sales Agreement, the Company will receive commissions on the net sales value of Formulator products that are sold to pre-approved retailors, wholesale distributors, private label customers and direct to consumer customers which were introduced to the Formulator by the Company of 10%, 5%, 10% and 15%, respectively.

Joint Supply Agreement

The Company and the Formulator entered into an agreement whereby the Formulator has agreed to supply the Moisturizer that the Company is obligated to supply under the Amended Skincare Agreement (see Note 15).

NOTE 8 – LEASE OBLIGATIONS

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Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $ 4,513 plus applicable sales taxes.

Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for $ 1.00 .

Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for $ 1.00 upon termination of the lease.

As a result, the lease agreement is being accounted for as a finance lease obligation.

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Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $ 5,478 plus applicable sales taxes.

Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for $ 1.00 .

Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for $ 1.00 upon termination of the lease.

As a result, the lease agreement is being accounted for as a finance lease obligation.

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

As described in Note 6, on August 7, 2023, certain equipment under the second lease agreement were assigned to the Purchaser resulting in the reduction of the Company’s remaining aggregate lease obligations by $ 213,261 , and reducing payments under the second lease agreement from $5,478 per month to $461 per month.

As of October 31, 2023, finance lease obligations were $ 36,241 , of which $ 23,107 were current.

The weighted average remaining term of the Company’s Finance Leases as of October 31, 2023 was 7.4 months.

The minimum lease payments pursuant to the Finance Leases are as follows:

of minimum lease payment to finance lease

Schedule of minimum lease payment to finance lease

Year Ended October 31,

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Present value of finance lease liabilities

Operating Lease Obligations:

Administrative Office

The Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr.

During July 2020, the Company entered into an extension of the operating lease agreement.

The lease term is for an additional 36 months beginning July 1, 2020 and expiring June 30, 2023, with a monthly rental rate of $ 3,500 .

Operating Lease:

The Company’s previously leased corporate administrative offices from MariLuna, LLC.

The lease term began July 1, 2020 and expired in July 2022 in connection with the Closing.

The monthly rental rate of the lease was $ 3,500 .

On July 1, 2020, in connection with the adoption of ASC 842, the Company recorded a ROU asset and corresponding operating lease obligation of $ 117,659 (present value of the associated leased payments based on an assumed borrowing rate of 4.5 % ).

Beginning October 1, 2020, the Company entered into a second lease agreement 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.

Under the terms of the lease, the Company is required to make monthly rental payments of $ 6,500 and was required to provide a security deposit of $ 11,000 upon execution of the lease agreement.

In connection with the Closing, both of the lease agreements with Mariluna LLC were terminated as of July 31, 2022 and the remaining ROU asset was written off and the security deposit was forfeited (see Note 13).

Lease amortization expense for the year ended October 31, 2022 and 2021 was $ 29,670 and $ 38,037 , respectively.

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.

The Company was required to make a one-time prepayment of the annual rent in the amount of $ 160,000 and provide a security deposit of $ 10,000 upon execution of the lease agreement.

The lease is non-renewable.

Laboratory Facilities:

In connection with the Company’s decision to again operate a placental tissue bank processing laboratory in Miami, Florida, during February 2019, the Company entered into a renewable month to month lease agreement (“Miami Lab Lease”) for an approximately 450 square foot laboratory and a 100 square foot administrative office space.

In connection with the Miami Lab Lease, the Company was required to post a security deposit of $ 6,332 .

From November 2020 through May 31, 2021, the Company entered into an additional month to month lease agreement in the same facility as the Miami Lab Lease for an additional 390 square foot laboratory.

The Company also has entered into additional month to month lease agreements in the same facility as the Miami Lab Lease for additional administrative office space.

Monthly lease payments are approximately $ 8,000 plus administrative fees and taxes.

During June 2022, the Company entered into a six-month lease agreement with the new owners of the Miami Lab Lease facilities effective July 1, 2022 (“New Miami Lab Lease”).

Monthly lease payments are approximately $ 9,500 per month plus administrative fees and taxes.

The New Miami Lab Lease was not renewed and expired on December 31, 2022.

Effective October 10, 2022, the Company relocated its Miami laboratory to a 1,156 square foot administrative and laboratory facility at the Nova Southeastern University Center for Collaborative Research in Davie, Florida.

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

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”).

The Company intends to build additional laboratory processing, product distribution and administrative office capacity from this location.

In connection with the Closing, the remaining ROU asset and security deposit were written off (see Note 4).

Lease amortization expense for the year ended October 31, 2022 was $ 29,670 .

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

The term of the Basalt Lab Lease is for three years and may be renewed for an additional (3) three-year term provided the Company is not in default (“First Renewal Option”).

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In connection with the Basalt Lab Lease, the Company was required to post a security deposit of $ 20,400 .

The Company completed the construction of the initial laboratory and office build-out at a cost of $ 925,932 .

The Basalt Lab Lease location became operational during May 2022.

The Company completed the construction of the initial laboratory and office build-out at a cost of $925,932, which was included as leasehold improvements in the accompanying balance sheet.

The Basalt Lab became operational during May 2022.

The Company used the Basalt Lab for additional processing, product distribution and administrative office capacity.

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 % ).

amortization expense for the years ended October 31, 2022 and 2021 was $ 76,351

and $ 47,967 ,

respectively.

The weighted average remaining term of the Company’s operating leases as of October 31, 2022 was 11.9 months.

The minimum lease payments pursuant to the Basalt Lab Lease, the University Lease, and the LA Office Lease are as follows:

of minimum lease payment to finance lease

Year Ended October 31,

Total undiscounted operating lease payments

imputed interest

Present value of operating lease liabilities

The right of use asset was $ 110,955 at October 31, 2022.

As described in Note 6, on August 7, 2023, the Basalt Lab was sold and the Basalt Lab Lease was assigned to Purchaser and the remaining balance of the ROU asset and corresponding liability of $ 49,750 was written off.

In September 2023, in connection with the sale, the Company’s security deposit of $ 20,400 was returned to the Company.

Lease amortization expense for the years ended October 31, 2023 and 2022 was $ 61,246 and $ 76,351 , respectively.

As of October 31, 2023, the operating lease obligation in connection with the Basalt Lab Lease was $ 0 .

NOTE 9 – RELATED PARTY TRANSACTIONS

On October 29, 2021, the Company entered into an Exchange Agreement (see Note 12) with the current executive officers of the Company (as well as other non-related party shareholders) whereby the executive officers of the Company exchanged an aggregate of 50,000,000 shares previously issued to them under consulting and employment agreements and/or pursuant to the MCPP for newly issued shares pursuant to the 2021 Plan (on a 1:1 basis).

The Company’s corporate administrative offices were previously leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr.

Mitrani under a lease agreement that expires June 30, 2023.

The Company’s corporate administrative offices were previously leased from MariLuna, LLC, a Florida limited liability company which is owned by a former executive under a lease agreement that expired June 30, 2023.

The Company paid a security deposit of $ 5,000 .

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Total rent expense for the years ended October 31, 2023 and 2022 was $ 0 and $ 58,500 , respectively.

In connection with the Closing, the lease agreements was terminated effective July 31, 2012 and the deposit was forfeited by the Company (see Note 14).

In connection with the Closing, the lease agreement was terminated effective July 31, 2012 and the deposits were forfeited by the Company (see Note 15).

In connection with Mr.

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Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $ 0 and $ 36,352 for the years ended October 31, 2023 and 2022, respectively.

In connection with the Closing, beginning November 2022, the Company will no longer reimburse for office expenses and other direct expenses of Rover (see Note 14).

For the year ended October 31, 2022, the Company sold a total of approximately $ 702,100 of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, including $207,072 of products purchased from the Company that were attributable to the medical practice owned by Dr.

In connection with the Closing, beginning November 2022, the Company no longer reimbursed for office expenses and other direct expenses of Rover (see Note 15).

For the year ended October 31, 2023, the Company sold a total of approximately $ 180,900 of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, including approximately $115,440 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 year ended October 31, 2021, the total amount of sales of products to the medical practice owned by Dr.

Allen Meglin, a member of the board of directors until August 2022 and to customers related to Mr.

Michael Carbonara, a member of the board of directors until August 2022 totaled $ 20,820 and $ 101,715 , respectively.

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Michael Carbonara, a member of the board of directors until August 2022 totaled $20,820 and $ 101,715 , respectively.

On February 26, 2020, the Company agreed to enter into a consulting agreement with the CMO to provide ongoing services to the Company.

The CMO was entitled to receive compensation of $ 82,250 annually, commencing March 1, 2020.

The term of the consulting agreement is one year, with automatic renewals for annual periods thereafter unless prior written notice is provided by either party of the desire to terminate.

During February 2021, the consulting arrangement was amended whereby the CMO’s accrued and unpaid consulting fees of $ 82,250 through February 2021 were fully satisfied through the issuance of 500,000 shares of newly issued common stock of the Company.

Furthermore, until the CMO becomes a full-time employee of the Company and provided the CMO continues to serve in his current position, the CMO shall receive compensation equal to $27,000 per quarter beginning May 1, 2021, payable in cash or in stock (based on the average monthly trading price of the common stock during the applicable quarter) at the option of the Company.

Effective December 21, 2020, the Company granted a bonus of $ 50,000 and 15,000,000 shares of common stock of the Company each to Mr.

Mitrani and Mr.

Bothwell and 1,000,000 shares of common stock of the Company each to Mr.

Carbonara and Dr.

Allen Meglin (see Note 12).

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, 2022 and 2021, $ 0 and $ 6,253 , respectively, is owed to Mr.

Bothwell and/or his respective affiliates.

At October 31, 2021, salary amounts owed to Albert Mitrani, Dr.

Mari Mitrani and Ian Bothwell were $ 275,924 , $ 362,455 and $ 843,478 , respectively and consulting fees owed to Dr.

George Shapiro were $54,000.

At Closing, the Company and each of Albert Mitrani and Dr.

Mari Mitrani agreed to forego unpaid salary amounts as of the date of the Closing in the amount of $ 430,200 and $ 563,455 (reduced for $22,500 of security deposits that were retained by Mariluna LLC upon termination of leases), respectively.

At Closing, the Company and each of Albert Mitrani (a former executive of the Company) and Dr.

Mari Mitrani (a former executive of the Company) agreed to forego unpaid salary amounts as of the date of the Closing in the amount of $ 430,200 and $ 563,455 (reduced for $22,500 of security deposits that were retained by Mariluna LLC upon termination of leases), respectively.

At Closing, Ian Bothwell waived all unpaid and accrued compensation in the amount of $1,043,478, in exchange for ten-year warrants to purchase 150,000 Shares at an exercise price of $4.00 per share, exercisable on a “cashless basis” and a cash payment of $50,000 at Closing.

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George Shapiro terminated his consulting arrangement with the Company and waived all unpaid consulting fee obligations in the amount of $139,500 in exchange for ten-year warrants to purchase 15,750 Shares at an exercise price of $4.00 per share, exercisable on a “cashless basis.”

During June 2022, Albert Mitrani made a capital contribution of $ 250,000 to the Company.

During June 2022, Albert Mitrani, a former executive of the Company, made a capital contribution of $ 250,000 to the Company.

The proceeds were used for working capital.

At the time of the investment, both Greyt Ventures, LLC and Skycrest Holdings, LLC, principal shareholders in the Company, each owned 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.

The option price is $20,000 for the 200,000 membership interests (see Note 7).

At October 31, 2023 and October 31, 2022, advances payable to an affiliate of a former executive were $ 220,897 .

The advances are non-interest bearing and there are no formal arrangements regarding the repayment of the advances.

NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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Lab equipment and supplies payables

Clinical trial payables

Clinical trial and research payables

Legal fees payables

Other professional fees payables

Accrued IRS penalty

Accrued IRS penalty (Note 12)

Accrued commissions payable

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Other payables and accrued expenses

Accounts Payable and Accrued Expenses

Total Accounts Payable and Accrued Expenses

NOTE 11 – NOTES PAYABLE

Notes Payable

On June 20, 2018, the Company issued a total of $ 150,000 of convertible 6 % debentures (“150,000 Debentures”) to an accredited investor (“Lender”).

The principal amount of the $150,000 Debentures, plus accrued and unpaid interest through June 30, 2019 were payable on the 10 th business day subsequent to June 30, 2019, unless the payment of the $150,000 Debentures were prepaid at the sole option of the Company, were converted as provided for under the terms of the $150,000 Debentures, and/or accelerated due to an event of default in accordance with the terms of the $150,000 Debentures.

Interest on the $150,000 Debentures for each calendar quarter ended beginning with the quarter ended June 30, 2018 is payable on the 10 th business day following the immediately prior calendar quarter.

The $150,000 Debentures were not repaid as required.

On August 20, 2022, the Lender and the Company entered into a settlement and general release agreement whereby the Company agreed to make a lump sum payment of $ 87,500 in full satisfaction of all obligations of Company to Lender pursuant to the terms of the $150,000 Debentures and Lender’s release of any claims existing under the $150,000 Debentures or any other agreement, understanding, or otherwise related to the Lender’s involvement with the Company and their affiliates and representatives.

The Company recorded a gain on settlement of $ 35,041 during the year ended October 31, 2022 and is included in other income(expense) on the accompanying statements of operations.

of notes payable

Convertible Promissory Notes

Unamortized discount

Total Notes Payable

Unsecured Promissory Note For Professional Fees Owed

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In accordance with the terms of the promissory note, the Company received a discount of $ 22,340 from the original balance of the Unpaid Professional Fees.

Unsecured Promissory Note

On February 5, 2019, the Company entered into an unsecured loan agreement with a third party with a principal balance of $ 25,000 .

The outstanding principal was due March 8, 2019 .

The loan was not repaid on the maturity date as required.

The third party subsequently agreed to apply amounts due for invoices due from third party for future purchases of the Company products to the extent of the outstanding balances owed by the Company in connection with the loan (interest and principal).

As of October 31, 2022 and October 31, 2021, the remaining amount due under this arrangement was $ 0 and $ 4,392 , respectively.

Promissory Note – SPA 22

On January 11, 2022, the Company entered into a Securities Purchase Agreement (“SPA 22”) with AJB Capital Investments, LLC (“Purchaser”) pursuant to which we sold a promissory note in the principal amount of $ 600,000 (“Promissory Note”) to the Purchaser in a private transaction for a purchase price of $540,000 (giving effect to original issue discount of $ 60,000 ).

In connection with the sale of the Promissory Note, the Company also paid the Purchaser’s legal fees and due diligence costs of $ 12,500 and brokerage fees of $ 9,000 to J.H.

Darbie & Co., a registered broker-dealer which were expensed during the year ended October 31, 2022.

After payment of the legal fees and brokerage fees, the net proceeds to the Company were $ 518,500 , which were used for working capital and other general corporate purposes.

The Promissory Note matured on July 11, 2022, subject to extension at the option of the Company for up to an additional six month period (“Extension”), bears interest at a rate of 10 % per annum for the first six months, payable monthly, and 12% per annum thereafter, payable monthly, if extended.

On July 11, 2022, the Company exercised its option to extend the Promissory Note an additional six months until January 11, 2023.

Under the terms of the Promissory Note, only following an event of default (as defined in the Promissory Note), is convertible into shares of the Company’s common stock at a conversion price equal to the lower of the “VWAP” (as hereinafter defined) of the common stock during (i) the twenty (20) trading day period preceding the issuance date of the Note;

or (ii) the twenty (20) trading day period preceding the date of conversion of the Promissory Note.

As used in the Promissory Note, “VWAP” means, for any date, the price of our common stock as determined by the first of the following clauses that applies:

(i) if the common stock is then listed or quoted on one or more established stock exchanges or national market systems, the daily volume weighted average price of the common stock for such date on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P.;

or (ii) if the common stock is regularly quoted on an automated quotation system (including applicable tiers of the over-the-counter market maintained by OTC Market Group, Inc.) or by a recognized securities dealer, the volume weighted average price of the common stock for such date on the applicable OTC Markets Group, Inc.

tier or as quoted by such securities dealer.

In accordance with the terms of the SPA, as of October 31, 2022, the Company has reserved 36,923,080 shares of its authorized but unissued common stock for issuance in the event the Purchaser exercises its right to convert the Promissory Note following an event of default.

The Promissory Note may be prepaid by the Company at any time without penalty.

The Promissory 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, the Company paid a commitment fee to the Purchaser in the amount of $ 123,000 (“Initial Commitment Fee”) in the form of 3,076,923 shares of the Company’s common stock (the “Initial Commitment Fee Shares”) valued at $ 0.04 , the closing price of the common stock of the Company on the closing date.

The Promissory Note was initially due on July 11, 2022, and was extended by the Company for an additional six-month period (“Extension”).

The Promissory Note bears interest at a rate of 10 % per annum for the first six months, payable monthly, and 12% per annum thereafter, payable monthly.

The Promissory Note matured on January 11, 2023 and the Promissory Note was paid in full.

Pursuant to the terms of the SPA 22, the Company paid a commitment fee to the Purchaser in the amount of $ 123,000 (“Initial Commitment Fee”) in the form of 15,385 shares of the Company’s common stock (“Initial Commitment Fee Shares”) valued at $ 8.00 , the closing price of the common stock of the Company on the closing date.

In addition, in connection with the Extension, the Company paid an additional commitment fee to the Purchaser in the amount of $ 33,231 in the form of an additional 7,692 shares of its common stock (“Additional Commitment Fee Shares,” and together with the Initial Commitment Fee Shares, collectively, “Commitment Fee Shares”) valued at $ 4.32 , the closing price of the common stock of the Company on the Extension date.

In the event that by the first anniversary of repayment of the Promissory Note by the Company, the Purchaser has not generated the amount of $ 300,000 from public sales of the Commitment Fee Shares, the Company shall either pay the amount of any such shortfall either (i) by issuing additional shares of our common stock at a price equal to the VWAP for the common stock during the five (5) trading day period prior to such anniversary date;

Pursuant to the terms of the SPA 22, in the event that by the earlier of the first anniversary of repayment of the Promissory Note by the Company or the date that the Purchaser has sold all of the Commitment Fee Shares (“True-Up Date”), the Purchaser has not generated the amount of $ 300,000 from public sales of the Commitment Fee Shares, the Company shall either pay the amount of any such shortfall either (i) by issuing additional shares of our common stock at a price equal to the VWAP for the common stock during the five (5) trading day period prior to the True-up Date (“Conversion Price”);

or (ii) in cash, in which case, the Company shall repurchase any unsold Commitment Fee Shares then held by the Purchaser for such shortfall amount (“Commitment Fee Shortfall Obligation”).

The offer and sale of the Promissory Note to the Purchaser was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

Upon the closing, the Company recorded a discount of the Promissory Note in the amount of $ 260,000 , consisting of the original issue discount of $ 60,000 , the fair value of the Initial Commitment Fee Shares of $ 123,000 and the Commitment Fee Shortfall Obligation of $ 77,000 .

These costs were fully amortized over the initial term of the Promissory Note.

In connection with the Extension, the Company recorded a discount of the Promissory Note in the amount of $ 100,000 , consisting of the fair value of the Additional Commitment Fee Shares of $ 33,231 and the Additional Commitment Fee Shortfall Obligation of $ 66,769 .

These costs are being amortized over the term of the Extension.

For the year ended October 31, 2022, $ 323,111 of the total discounts recorded in connection with the issuance of the Promissory Note have been amortized.

At October 31, 2022, the fair value of the Commitment Fee Shares was approximately $ 125,538 (valued at $0.0272 the closing price of the common stock of the Company on October 31, 2022).

As a result, the Company has recorded an increase in the Commitment Fee Shortfall Obligation in the amount of $ 30,692 for the year ended October 31, 2022.

The total Commitment Fee Shortfall Obligation at October 31, 2022 was $ 174,462 .

On January 12, 2023, the Promissory Note was paid in full.

Credit Facility

On September 19, 2019, the Company’s wholly owned subsidiary, General Surgical Florida, received $ 100,000 in connection with an unsecured line of credit (“Credit Facility”).

The Credit Facility was fully repaid on November 2, 2020.

Under the terms of the Credit Facility, the Company was required to make weekly payments averaging approximately $2,541 (payments totaling $132,160).

The effective annual interest rate was approximately 45.67 %.

Proceeds received from the Credit Facility were used for working capital purposes.

Iglesias, who at the time was the Company’s Chief Executive Officer, provided a personal guaranty in connection with amounts required to paid under the Credit Facility.

These costs were fully amortized over the initial term of the Promissory Note from January 11, 2022 to July 11, 2022.

In connection with the extension of the Promissory Note from July 12, 2022 to January 11, 2023, the Company recorded a discount of the Promissory Note in the amount of $ 100,000 , consisting of the fair value of the Additional Commitment Fee Shares of $ 33,231 and the Additional Commitment Fee Shortfall Obligation of $ 66,769 .

These costs were amortized over the term of the Extension.

For the year ended October 31, 2023 and 2022, $ 36,889 and $ 323,111 , 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 October 31, 2022, the fair value of the Commitment Fee Shares was approximately $ 76,200 (valued at $3.30 the closing price of the common stock of the Company on February 10, 2023) and approximately $ 125,500 (valued at $5.44 the closing price of the common stock of the Company on October 31, 2022), respectively.

The Company recorded an increase in the Commitment Fee Shortfall Obligation in the amount of $ 49,384 for the year ended October 31, 2023.

The Company recorded an increase in the Commitment Fee Shortfall Obligation in the amount of $ 30,692 for the year ended October 31, 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 58,600 shares of common stock based on a Conversion Price as defined in the SPA 22 of $ 3.20 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 October 31, 2023 and October 31, 2022 was $ 0 and $ 174,462 , respectively.

Promissory Note – SPA 23

On March 6, 2023, the Company entered into another Securities Purchase Agreement (“SPA 23”) with the Purchaser, pursuant to which we sold a promissory note in the principal amount of $ 530,000 (“Note”) to the Purchaser in a private transaction for a purchase price of $519,400 (giving effect to original issue discount of $10,600).

In connection with the sale of the Note, the Company also paid the Purchaser’s legal fees and due diligence costs of $ 15,000 , resulting in net proceeds to the Company of $ 504,400 , which will be used for working capital and other general corporate purposes.

The Note bears interest at the rate of 12 % per annum.

The Note matured on September 6, 2023 and was paid in full.

Pursuant to the terms of the SPA 23, the Company paid a commitment fee to the Purchaser (“Commitment Fee”) in the form of 75,000 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 50,000 shares of our common stock at a price of $ 12.00 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 year ended October 31, 2023, $ 308,000 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.

Convertible Promissory Notes

During the period August 2023 through September 2023, the Company sold 2.9 Units (“Units”) to 4 investors in a private offering at a purchase price of $ 250,000 per Unit for an aggregate purchase price of $ 725,000 .

Each Unit consists of (a) a $ 250,000 in principal amount 8 % Convertible Promissory Note due September 30, 2026 (“Convertible Promissory Note ” );

and (b) 7,813 common stock purchase warrants (the “Warrants”), each entitling the holder to purchase one share of common stock, $ 0.001 par value (“Shares”) at an exercise price of $ 20.00 for a period of five years from the date of issuance.

Interest on the Convertible Promissory Notes are payable annually and together with the principal amount on the Maturity Date.

The Convertible Promissory Notes may be prepaid by the Company, in whole, but not in part, at any time prior to the Maturity Date, subject to payment of a premium of 10%, provided that the Company gives the holders fifteen (15) business notice prior to prepayment, during which period, Investors may elect to convert the Notes and accrued but unpaid interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Note) for twenty consecutive (20) trading days ending on the date the Company gives the holders of the Convertible Promissory Notes notice of prepayment.

Holders of the Convertible Promissory Notes will have the right, at any time during the period commencing on April 1, 2024 and ending on the earliest to occur of the Maturity Date, the date of a Prepayment or the date of an automatic conversion, to convert the Convertible Promissory Note in whole, but not in part, and accrued interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Convertible Promissory Note) for twenty consecutive ( 20 ) trading days ending on the date the investor gives the Company a notice of conversion, subject to a minimum conversion price of $ 6.00 per Share.

In addition, the Convertible Promissory Notes and accrued but unpaid interest thereon will automatically convert into Shares in the event that prior to the Maturity Date, the Company consummates a “Qualified Financing” or a “Qualified Sale” (as defined in the Convertible Promissory Note) at a conversion price equal to 80% of the offering price of Shares sold in the Qualified Financing or 80% of the purchase price per Share to be received by stockholders following consummation of a Qualified Sale.

The fair value of the Warrants issued was $ 80,469 .

The Company has recorded a discount of the Promissory Note in the amount of $72,430, representing the allocable fair market value of the Note and the warrants.

The discount is being amortized over the term of Note.

For the year ended October 31, 2023, $4,284 of the discounts recorded in connection with the issuance of the Note have been amortized, resulting to unamortized debt discount of $68,146 as of October 31, 2023.

The securities were offered and sold in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemptions from registration afforded by Rule 506(b) of Regulation D under the Securities Act.

NOTE 12 – INCOME TAXES

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Income tax provision

Company had a federal net operating loss carryover of $ 14,297,151

as of October 31, 2022, of which 80% is available to offset future taxable income indefinitely.

The Company had state net

operating loss carryovers of $ 9,126,151

of which $ 6,554,845 , carryover indefinitely and the balance expires in varying amounts through 2041.

The Company had a federal net operating loss carryover of $ 17,196,794 as of October 31, 2023, of which 80% is available to offset future taxable income indefinitely.

The Company had state net operating loss carryovers of $ 12,025,813 of which $ 6,554,845 , carryover indefinitely and the balance expires in varying amounts through 2042.

The tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities for the Company were as follows:

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Stock based compensation

Accrued compensation

Net operating loss carryforward-Federal

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The Series C Preferred Shares are automatically redeemed by the Company for nominal consideration at such time as the holder owns less than 50% of the Shares purchased pursuant to its SPA and Shares issued or issuable upon exercise of the Consulting Warrants or in the event the holder transfers or seeks to transfer the Series C Preferred Shares, other than by the laws of descent and distribution.

On December 21, 2020 and January 4, 2021, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 53.55% of the outstanding capital stock, respectively, approved the filing of an amendment to the Articles of Incorporation of the Company to increase the authorized amount of common stock from 1,500,000,000 to 2,500,000,000 , without changing the par value of the common stock or authorized number and par value of “blank check” Preferred Stock.

On January 19, 2021, the Company filed a Definitive 14C with the SEC regarding the corporate action.

On February 9, 2021, the Company filed the Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to effectuate the corporate action on February 9, 2021.

On November 7, 2023, the Company filed a certificate of amendment to its Articles of Incorporation to affect a reverse split of our issued and outstanding common stock on a one-for-two-hundred basis.

The reverse stock split was effective with FINRA on November 28, 2023 (the “Reverse Split”).

The par value of the Company’s common stock was unchanged at $0.001 per share after the Reverse Split.

Issuances of Common Stock - Sales:

During November 2020, the Company sold 800,000 shares of common stock to an “accredited investor”, at $ 0.05 per share, for an aggregate purchase price of $ 40,000 .

The proceeds were used for working capital.

During February 2021, the Company sold an aggregate of 12,340,910 shares of common stock to five “accredited investors”, at prices ranging from $ 0.05 per share to $ 0.06 per share for an aggregate purchase price of $ 665,000 .

The proceeds were used for working capital.

On February 22, 2021, the Company sold 1,818,181 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of the Company, at $ 0.055 per share for an aggregate purchase price of $ 100,000 .

The proceeds were used for working capital.

The sales price was at a discount to the trading price of $ 0.086 as of the effective date of the transaction, resulting in additional stock-based compensation expense of $ 56,364 , which has been recorded during the year ended October 31, 2021.

During April 2021, the Company sold an aggregate of 13,677,821 shares of common stock to seven “accredited investors” at prices ranging from $ 0.03 per share to $ 0.25 per share for an aggregate purchase price of $ 535,000 .

The proceeds were used for working capital.

During May 2021, the Company sold an aggregate of 2,087,822 shares of common stock to eight “accredited investors” at prices ranging from $ 0.13 per share to $ 0.15 per share for an aggregate purchase price of $ 286,250 .

The proceeds were used for working capital.

During the period June 2021 through July 2021, the Company sold an aggregate of 11,541,500 shares of common stock to four “accredited investors” at prices ranging from $ 0.05 per share to $ 0.13 per share for an aggregate purchase price of $ 631,020 .

The proceeds were used for working capital.

During August 2021, the Company sold an aggregate of 3,000,000 shares of common stock to one “accredited investor” at $ 0.05 per share for an aggregate purchase price of $ 150,000 .

The proceeds were used for working capital.

During October 2021, the Company sold an aggregate of 7,500,000 shares of common stock to four “accredited investors” at $ 0.04 per share for an aggregate purchase price of $ 300,000 .

The proceeds were used for working capital.

In November 2021, the Company sold an aggregate of 40,000 shares of common stock to one “accredited investor” at $ 10.00 per share for an aggregate purchase price of $ 400,000 .

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Issuances of Common Stock – Stock Based Compensation:

In connection with the VP Agreements, each of the Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company (“Execution Shares”) valued at $ 0.035 per share, the closing price of the common stock of the Company on the grant date.

In connection with agreements entered into with two former sales executives (“Sales Executives”), the Sales Executives were each granted 5,000 shares of unregistered common stock of the Company (“Execution Shares”) valued at $ 7.00 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $ 35,000 of stock-based compensation expense on the grant date for each issuance.

In addition, the VP Agreements provided each Sales Executives the right to receive a minimum of 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”).

For the year ended October 31, 2022 and 2021, each Sales Executive had been issued an additional 450,000 and 6,300,000 Performance Shares (cumulative aggregate total 18,000,000 Performance Shares issued).

On June 30, 2022, the VP Agreements were terminated (see Note 14).

The Company recorded stock-based compensation expense for the years ended October 31, 2022 and 2021 of $ 149,100 and $ 323,400 , respectively.

In addition, each of the Sales Executives received 45,000 of unregistered common stock of the Company (“Performance Shares”) (cumulative aggregate total 90,000 Performance Shares issued).

On June 30, 2022, the Sales Executives agreements were terminated (see Note 15).

The Company recorded stock-based compensation expense for the year ended October 31, 2022 of $ 149,100 .

Effective March 29, 2021, the Company and Assure Immune L.L.C (“Consultant”) executed an amendment of the Consultant’s Agreement, whereby the Company issued to the Consultants 100,000 shares of unregistered common stock (“Shares”) valued at $ 12.28 per share, the closing price of the common stock of the Company on the grant date.

The Company will amortize the costs associated with this issuance of $ 1,228,000 over the remaining term of the Consultant’s Agreement expiring March 30, 2023.

The shares issued vest 50% as of the date of the Amendment and the remaining 50% will vest on December 31, 2021 or upon the date that the Company obtains approval for certain IND’s submitted, whichever is sooner.

The Company recorded a total of $ 614,000 and $ 358,167 of stock-based compensation expense during the years ended October 31, 2022 and 2021, respectively (see note 12).

During November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and financing opportunities for a period of six months.

As consideration for agreeing to provide the consulting services to the Company, the Company issued the consultant 2,000,000 shares of fully vested unregistered common stock valued at $ 0.151 per share, the closing price of the common stock of the Company on the effective date of the agreement.

The Company recorded $ 302,000 of stock-based compensation expense during the year ended October 31, 2021.

On August 9, 2021, the Company and the third party entered into another consulting agreement with substantially the same terms and condition as provided for in the original agreement.

The Company amortized the costs associated with this issuance of $ 1,228,000 over the remaining term of the Consultant’s Agreement expiring March 30, 2023.

The shares issued vested 50% as of the date of the Amendment and the remaining 50% vested on December 31, 2021.

The Company recorded a total of $ 614,000 of stock-based compensation expense during the year ended October 31, 2022, respectively (see Note 15).

On August 9, 2021, the Company entered into an additional consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and financing opportunities for a period of six months.

The 10,000 shares of fully vested unregistered common stock issued to the consultant under the new agreement were valued at $ 185,400 (valued at $ 18.60 per share, the closing price of the common stock of the Company on the effective date of the agreement).

The Company recorded $ 92,700 and $ 92,700 of stock-based compensation expense during the years ended October 31, 2022 and 2021, respectively, based on the grant date fair value of these shares amortized over the term of the agreement.

During November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of 250,000 shares of unregistered common stock valued at $ 0.145 per share, the closing price of the common stock of the Company on the respective grant dates.

The Company recorded $ 36,225 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2021.

During December 2020, the Board approved the bonus of 47,675,000 shares of newly issued common stock to executive management (consisting of Mr.

Mitrani and Mr.

Bothwell) totaling 45,000,000 shares;

non-executive Board members (consisting of Mr.

Carbonara and Dr.

Meglin) totaling 2,000,000 shares;

administrative staff totaling 550,000 ;

and to several medical advisors totaling 125,000 shares valued at $ 0.12 per share, the closing price of the common stock of the Company on the respective grant dates.

The Company recorded a total of $ 5,721,000 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2021.

During April 2021, the Board approved the bonus of 500,000 shares of newly issued common stock to an employee valued at $ 0.055 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded a total of $ 27,450 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2021.

During December 2020, January 2021 and February 2021, the Company issued to various employees and consultants 25,000 , 240,000 and 50,000 shares of unregistered common stock, respectively, valued at prices ranging from $ 0.035 to $ 0.17 per share, the closing price of the common stock of the Company on the respective grant dates.

The Company recorded a total of $ 19,855 of stock-based compensation expense during the year ended October 31, 2021 based on the grant date fair value of these shares.

The Company recorded $ 92,700 of stock-based compensation expense during the year ended October 31, 2022, based on the grant date fair value of these shares amortized over the term of the agreement.

During February 2021, the Company entered into a consulting agreement with a third party to provide consulting services for a one-year period.

As consideration for agreeing to provide consulting services to the Company, the Company agreed to issue the consultant 2,500 shares of unregistered common stock upon completion of the three-month anniversary of the agreement.

In addition, the Company has agreed to provide an additional 250,000 shares of newly issued common stock for each celebrity and/or athlete which the consultant arranges to provide marketing services to the Company and that is responsible for bringing a minimum of $ 75,000 of monthly revenues in connection with sales of the Company’s products, up to a maximum of 1,500,000 shares.

The shares issued were valued at $ 19.00 per share, the closing price of the common stock of the Company on the effective date of the agreement, totaling $ 47,500 .

The Company will amortize the costs associated with the issuance over the term of the agreement.

The Company amortized $ 11,875 and $ 35,625 of stock-based compensation expense during the years ended October 31, 2022 and 2021, respectively.

During April 2021, the Company entered into a consulting agreement with a third party to provide investor relation services.

The term of the agreement is month to month and may be terminated with or without cause.

As consideration for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $ 15,000 per month and to issue 500,000 shares of restricted common stock which vested fully on May 21, 2021 (valued at $ 0.057 per share, the closing price of the common stock of the Company on the grant date).

The Company recorded a total of $ 28,500 of stock-based compensation expense during the year ended October 31, 2021.

During March 2021, April 2021 and May 2021, the Company granted a total of 750,000 shares of common stock to various consultants valued at prices ranging from $ 0.049 per share to $ 0.40 per share, the closing price of the common stock of the Company on the respective grant dates.

The Company recorded $ 85,075 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2021.

On June 4, 2021, the Company and an employee agreed to amendment of the employee’s employment agreement.

The Company amortized the costs associated with the issuance over the term of the agreement.

The Company amortized $ 11,875 of stock-based compensation expense during the year ended October 31, 2022.

On June 4, 2021, the Company and a former employee agreed to amendment of the employee’s employment agreement.

Under the terms of the amendment, the employee agreed to extend the term of the agreement through December 31, 2022 and the Company agreed to grant the employee 5,000 shares of common stock of the Company to vest upon execution of the amendment (valued at $ 27.20 per share, the closing price of the common stock of the Company on the grant date).

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On October 31, 2022, the parties mutually agreed to terminate the employee’s employment agreement.

The Company recorded $ 100,211 and $ 35,789 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2022 and 2021, respectively.

During June 2021, the Company granted a total of 1,100,000 shares of common stock to various consultants and service providers valued at prices ranging from $ 0.14 per share to $ 0.148 per share, the closing price of the common stock of the Company on the respective grant dates.

The Company recorded $ 100,211 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2022.

On June 10, 2021, the Company agreed to issue 60,000 shares of common stock to a service provider as a prepayment for future services to be provided to the Company valued at $ 10,000 (valued at $ 0.167 per share, the closing price of the common stock of the Company on the date of the agreement).

On December 27, 2021, the Company and an employee agreed to an amendment of the employee’s employment agreement.

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The Company recorded $ 22,958 of stock-based compensation during the year ended October 31, 2022 in connection with these shares.

On March 17, 2022, the Company entered into a consulting agreement with a third party to assist the Company with certain services associated with the implementation of the PPX TM service platform as well as other customary day to day activities as reasonably requested.

On March 17, 2022, the Company entered into a consulting agreement with a third party to assist the Company with certain services associated with the implementation of the PPX™ service platform as well as other customary day to day activities as reasonably requested.

The term of the agreement expired on September 30, 2022 (“Initial Term”).

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On July 21, 2022, in connection with the Term Sheet, during the first year of the Initial Term, Mr.

Sinnreich will be compensated by the issuance of 24,000,000 shares of Organicell’s common stock upon execution of the Term Sheet, which shall vest pro-rata in equal monthly installments of 2,000,000 shares each.

Sinnreich was to be compensated by the issuance of 120,000 shares of Organicell’s common stock upon execution of the Term Sheet, which shall vest pro-rata in equal monthly installments of 10,000 shares each.

The shares issued were valued at $6.80 per share, the closing price of the common stock of the Company on the effective date of the Term Sheet, totaling $823,200.

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Sinnreich resigned from the Company.

The Company will amortize the costs associated with the issuance through the date of Mr.

The Company amortized the costs associated with the issuance through the date of Mr.

Sinnreich’s termination.

For the year ended October 31, 2022, a total of 6,706,849 shares had vested and the Company recorded $ 228,353 of stock-based compensation expense during the year ended October 31, 2022.

For the year ended October 31, 2023 and 2022, a total of 7,233 and 33,534 shares, respectively, had vested and the Company recorded $ 49,618 and $ 228,353 of stock-based compensation expense during the years ended October 31, 2023 and 2022, respectively.

On August 18, 2022, the Company entered into a consulting agreement with a third party to provide strategic marketing and digital marketing services for a minimum period of six months.

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The Company will record $60,250 of stock-based compensation expense based on the grant date fair value of these shares during the term of the consulting agreement.

The consulting agreement may be renewed for additional six-month periods under the same terms unless either party provides 30 days written notice to terminate.

The Company recorded $ 25,104 of stock-based compensation expense during the year ended October 31, 2022.

The Company recorded $ 35,146 and $ 25,104 of stock-based compensation expense during the years ended October 31, 2023 and 2022, respectively.

On December 1, 2022, the Company granted 750 shares of common stock to an employee as provided for in the employment agreement valued at $ 6.00 per share, the closing price of the common stock of the Company on the grant date.

The Company will record $ 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 year ended October 31, 2023.

On December 29, 2022, the Company agreed to issue 25,000 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 $ 4.00 per share.

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

Equity Line Of Credit Commitment:

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Pursuant to the terms of the Registration Rights Agreement, the Company was obligated to use its commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission within thirty (30) days after the date of such agreement, to register the resale by Tysadco of the shares of common stock issuable under the Purchase Agreement.

On September 2, 2022, the Company filed the required registration statement and on October 24, 2022, the Registration Statement was declared effective.

On September 2, 2022, the Company filed the required registration statement and on October 24, 2022, the Registration Statement was declared effective (“Registration”).

The Purchase Agreement provides that at any time after the effective date of the Registration Statement, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $1,000,000 in common stock per sale or 500% of the daily average share value traded for the 10 days prior to the closing request date, at a purchase price of 80% of the of the two lowest individual daily VWAPs during the ten (10) trading days preceding the draw down or put notice (“Valuation Period”), with a minimum request of $25,000 (“Request”).

The payment for the shares covered by each request notice will occur on the business day immediately following the Valuation Period.

In addition, Tysadco will not be obligated to purchase shares if Tysadco’s total number of shares beneficially held at that time would exceed 9.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended.

In addition, the Company is not permitted to draw on the Purchase Agreement unless the Registration Statement covering the resale of the shares is effective.

The Purchase Agreement also contains customary representations and warranties of each of the parties.

The assertions embodied in those representations and warranties were made for purposes of the Purchase Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement.

The Purchase Agreement further provides that the Company and Tysadco are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Purchase Agreement or Registration Rights Agreement.

The Company has the unconditional right, at any time, for any reason and without any payment or liability, to terminate the Purchase Agreement.

Pursuant to the Purchase Agreement, on December 2, 2022, the Company submitted a put request to Tysadco to purchase 22,282 registered shares at a purchase price of $4.49, for a total of $100,000 (“Put Request”).

On December 5, 2022, Tysadco funded the Put Request and the Company issued 22,282 shares to Tysadco.

The proceeds from the share sale are being used for working capital and general corporate purposes.

Shares Issued – Promissory Note:

The proceeds from the share sale were used for working capital and general corporate purposes.

Due to overall market conditions, the Company determined that it would not seek to obtain additional financing through the ELOC Purchase Agreement and the ELOC Registration lapsed and is no longer effective and the Company can no longer receive additional fundings pursuant to the ELOC.

Shares Issued - Promissory Note – SPA 22:

As described in Note 11, in connection with the issuance of the Promissory Note on January 11, 2022, the Company issued the Purchaser’s 15,385 commitment shares valued at $ 123,000 .

In addition, in connection with the Extension on July 11, 2022, the Company issued the Purchaser an additional 7,692 commitment shares valued at $33,231.

Shares Issued – SPA 23:

As described in Note 11, in connection with the issuance of the Note on March 6, 2023, the Company issued the Purchaser’s 75,000 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 $2.26 per share.

Shares Issued – Amendment of consulting agreement:

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Shares Repurchased – Settlement of Litigation:

As described in Note 14, during January 2023, the Company settled a lawsuit by repurchasing 24,800,001 shares of common stock for $ 500,000 .

The shares repurchased were transferred to the Company and redeposited back into the Company’s treasury of authorized and unissued shares.

At October 31, 2022, the Company has recorded the obligation to repurchase the shares in connection with the settlement of the litigation in the amount of $ 500,000 in the consolidated balance sheet.

Issuances of Common Stock – Exchange of balances due on accounts payable for stock:

February 2021, the consulting arrangement was amended whereby the CMO’s accrued and unpaid consulting fees of $ 82,250

were fully satisfied though the issuance of 500,000 shares of newly issued common stock of the Company (share price was $0.084 per

share on the date of the exchange).

Furthermore, until the CMO becomes a full-time employee of the Company and provided the CMO

continues to serve in his current position, the CMO shall receive compensation equal to $ 27,000 per quarter beginning May 1,

2021, payable in cash or in stock (based on the average monthly trading price of the common stock during the applicable quarter) at

the option of the Company.

In connection with the Closing, the CMO terminated his consulting arrangement with the Company and agreed

to receive ten-year warrants to purchase 3,150,000 Shares at an exercise price of $0.02 per Share, exercisable on a “cashless

basis as full satisfactory for all unpaid consulting fee obligations totaling $139,500.

During May 2021, the Company and two employees agreed to exchange $ 30,973 of commission payables due to the employees for 176,989 shares of newly issued common stock valued at $ 0.175 per share, the closing price of the common stock of the Company on the date of the exchange.

As described in Note 15, effective October 13, 2022, the Company settled a lawsuit by agreeing to repurchase 124,000 shares of common stock for $ 500,000 which was recorded as a liability at October 31, 2022.

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

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

Management and Consultants Performance Stock Plan

On April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“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”).

On February 10, 2021, the Board amended the MCPP, providing for the grant of common stock of the Company of 5 million 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 10.0 million 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.

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:

Schedule of management and consultants performance stock plan

Albert Mitrani

Maria Mitrani

George Shapiro

Michael Carbonara

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, 2022 and 2021, a total 0 shares and 49,500,000 shares, respectively, were issued in connection with certain Milestones achieved.

The Company recorded a total of $ 0 and $ 1,336,500 of stock-based compensation expense during the years ended October 31, 2022 and 2021, respectively.

Upon completion of the Share Exchange on October 29, 2021, the MCPP (but not Awards of unexchanged shares of our common stock) was terminated.

Pursuant to the MCPP, a total of 1,712,500 shares have been issued.

On October 29, 2021, the MCPP (but not Awards of unexchanged shares of our common stock) was terminated.

In connection with the Closing, the Company and each of the grantees of awards authorized but not yet issued under the MCPP (“Awards”) agreed to waive and terminate their respective Awards.

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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 maximum aggregate number of shares that may be issued pursuant to all Awards was 1,250,000 shares.

On June 6, 2023, the Company’s approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 1,250,000 shares to 2,500,000 shares.

The 2021 Plan is administered by (a) the board of the directors of the Company;

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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.

The shares received in connection with the Exchange Agreement were treated as a modification to the original awards granted.

The Company determined that there was not any incremental value resulting from the exchange and as a result there was no additional compensation costs recorded.

As of October 31, 2022, a total of 83,400,000 shares of our common stock, including the Exchange Shares have been awarded under the 2021 Plan.

As of October 31, 2023, a total of 900,500 shares of our common stock (net of 181,500 shares of our common stock redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding.

As of October 31, 2022, a total of 417,000 shares of our common stock were awarded and remained issued and outstanding under the 2021 Plan.

Unvested Equity Instruments :

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Schedule of non vested share activity

Nonvested Shares

Outstanding at October 31, 2022

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Outstanding at October 31, 2023

Nonvested Shares

Outstanding at October 31, 2021

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Outstanding at October 31, 2022

As of October 31, 2022, the total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which such costs are expected to be recognized was $ 855,030 and 7 .0 months, respectively.

As of October 31, 2023, there was no unamortized compensation cost related to nonvested awards.

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Schedule of warrant activity

Weighted-average

Exercise Price

Intrinsic Value

Outstanding at October 31, 2022

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Exercisable at October 31, 2023

Weighted-average

Exercise Price

Intrinsic Value

Outstanding at October 31, 2021

Expired/Forfeited

Outstanding and exercisable at October 31, 2021

Outstanding at October 31, 2022

Exercisable at October 31, 2022

On July 21, 2022, the Company issued Mr.

Sinnreich a cashless warrant to purchase an aggregate of 40,000,000 shares of common stock in connection with the Mr.

Sinnreich (a former executive) a cashless warrant to purchase an aggregate of 200,000 shares of common stock in connection with Mr.

Sinnreich’s employment agreement.

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The Company will amortize the costs associated with warrants issued over the term of the Consulting Agreement.

The Company recorded $ 408,333 of stock-based compensation expense for the year ended October 31, 2022 based on the fair value of these warrants on the grant date.

The Company recorded $ 1,960,000 and $ 408,333 of stock-based compensation expense for the year ended October 31, 2023 and 2022, respectively, based on the fair value of these warrants on the grant date.

At Closing, Ian Bothwell waived all unpaid and accrued compensation except for four unpaid base salary payments outstanding as of July 31, 2022, in exchange for ten-year warrants to purchase 150,000 Shares at an exercise price of $ 4.00 per Share, exercisable on a “cashless basis” and a cash payment of $50,000 at Closing.

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(1) risk free interest rate 2.91 % , (2) term of 10 years, (3) expected stock volatility of 144 % , and (4) expected dividend rate of 0 % .

All of the warrants vested immediately.

The grant date fair value of the warrants issued to Mr.

Bothwell was $ 588,000 which amount was applied towards the amount of unpaid and accrued compensation, The remaining balance of unpaid and accrued compensation that was forgiven by Mr.

Bothwell was $ 588,000 which amount was applied towards the amount of unpaid and accrued compensation.

The remaining balance of unpaid and accrued compensation that was forgiven by Mr.

Bothwell totaling $ 455,478 was recorded as additional paid in capital as of October 31, 2022 (see Note 15).

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(1) risk free interest rate 2.91 % , (2) term of 10 years, (3) expected stock volatility of 144 % , and (4) expected dividend rate of 0 % .

All of the warrants vested immediately.

The grant date fair value of the warrants issued to Dr.

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The grant date aggregate fair value of all the warrants issued was $ 1,122,075 .

The Company recorded an aggregate of $ 133,363 of stock-based compensation expense for the year ended October 31, 2022 based on the fair value of these warrants on the grant date.

The Company recorded an aggregate of $ 237,638 and $ 133,363 of stock-based compensation expense for the years ended October 31, 2023 and 2022, respectively, based on the fair value of these warrants on the grant date.

During September 2022, each of the five non-executive directors (other than the Chairman) were granted the right to be party to a Director’s Service Agreement.

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The grant date fair value of each warrant issued was $ 43,200 (aggregate total of $216,000).

The Company recorded an aggregate of $ 23,079 of stock-based compensation expense for the year ended October 31, 2022 based on the fair value of these warrants on the grant date.

The Company recorded an aggregate of $ 160,373 and $ 23,079 of stock-based compensation expense for the years ended October 31, 2023 and 2022, respectively, based on the fair value of these warrants on the grant date.

Effective August 1, 2022, the Company entered into a one-year consulting agreement with a third party to provide strategic advice, assistance with implementation of new business strategies and overall advice concerning the Company’s business goals and objectives.

The consultant shall receive compensation in the form of a warrant to acquire up to 1,000,000 shares of the Company’s common stock at an exercise price of $ 0.033 (the fair market value of the common stock as of the date of grant, exercisable for a period of ten (10) years from the date of grant and exercisable on a “cashless basis.” The warrant shall vest in equal monthly installments.

The consultant received compensation in the form of a warrant to acquire up to 5,000 shares of the Company’s common stock at an exercise price of $ 6.60 (the fair market value of the common stock as of the date of grant, exercisable for a period of ten (10) years from the date of grant and exercisable on a “cashless basis.” The warrant shall vest in equal monthly installments.

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

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The Company will record stock-based compensation expense during the term of the agreement based on the fair value of these warrants on the grant date.

The Company recorded $ 8,175 of stock-based compensation expense for the year ended October 31, 2022.

The Company recorded $ 24,525 and $ 8,175 of stock-based compensation expense for the years ended October 31, 2023 and 2022, respectively.

As described in Note 11, in connection with the issuance of the Note on March 6, 2023, the Company issued the Purchaser’s 50,000 commitment Warrant Shares exercisable for a five-year period at a price of $ 12.00 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 was amortized over the term of the Note.

As described in Note 15, effective June 1, 2023, the Company issued Dr.

Leider a warrant to purchase an aggregate of 285,000 shares of common stock in connection with Dr.

Leider’s employment agreement.

The warrant is exercisable for $ 2.40 per share (the closing price of the Company’s common stock on the date of grant), until the fifth anniversary date of the date of issuance.

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 3.7 % , (2) term of 5 years, (3) expected stock volatility of 168 % , and (4) expected dividend rate of 0 % .

The warrant vests in equal quarterly installments over a three-year period.

The grant date fair value of the warrants issued was $ 684,000 .

The Company recorded $ 95,000 of stock-based compensation expense for the year ended October 31, 2023 based on the fair value of these warrants on the grant date.

As described in Note 15, effective June 1, 2023, the Company issued Dr.

Golub a warrant to purchase an aggregate of 250,000 shares of common stock in connection with Dr.

Golub’s employment agreement.

The warrant is exercisable for $ 2.40 per share (the closing price of the Company’s common stock on the date of grant), until the fifth anniversary date of the date of issuance.

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 3.7 % , (2) term of 5 years, (3) expected stock volatility of 168 % , and (4) expected dividend rate of 0 % .

The warrant vests in equal quarterly installments over a one-year period.

The grant date fair value of the warrants issued was $ 600,000 .

The Company recorded $ 250,000 of stock-based compensation expense for the year ended October 31, 2023 based on the fair value of these warrants on the grant date.

As described in Note 15, effective July 12, 2023, the Company issued Ms.

Swartz a warrant to purchase an aggregate of 130,000 shares of common stock in connection with Ms.

Swartz’s employment agreement.

The warrant is exercisable for $ 2.28 per share (the closing price of the Company’s common stock on the date of grant), until the fifth anniversary date of the date of issuance.

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 4.1 % , (2) term of 5 years, (3) expected stock volatility of 167 % , and (4) expected dividend rate of 0 % .

The warrant vests over a three-year period.

The grant date fair value of the warrants issued was $ 296,400 .

The Company recorded $ 28,817 of stock-based compensation expense for the year ended October 31, 2023 based on the fair value of these warrants on the grant date.

As described in Note 11, during the period August 2023 through September 2023, the Company sold 2.9 Units (“Units”) to 4 investors in a private offering at a purchase price of $ 250,000 per Unit for an aggregate purchase price of $ 725,000 .

Each Unit consists of (a) a $ 250,000 in principal amount 8 % Convertible Promissory Note due September 30, 2026 (the “Note”);

As of October 31, 2023, there was approximately $ 4,881,000 of unamortized compensation associated with warrants outstanding as of October 31, 2023 that will be amortized over their respective remaining service periods.

All stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Executive Employment Agreements

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

Skincare Agreement

In September 2022, the Company entered into a joint development agreement and supply agreement with a third-party supplier (“Supplier”) that develops and manufactures various devices and related equipment and consumables used in the skincare industry (“Skincare Agreement”) that are marketed and sold directly and/or through its affiliates or third parties, in the United States of America and in most major international markets.

Under the terms of the Skincare Agreement, the Company was obligated to provide and the Third Party was obligated to purchase a minimum volume of raw material ingredient (“Ingredient”) from the Company to be used as part of formulations in exclusive biologic topical products (“Products”) to be marketed and sold by Supplier during the first year of the Agreement in the amount of $ 167,000 (“Minimum Purchase”) and mutually agreed upon minimal annual amounts thereafter.

In June 2023, the Supplier informed the Company that there were delays in the Supplier’s development of the Products, including the timing of providing a purchase order for the Minimum Purchase of the Company’s Ingredient.

During September 2023, the Company and the Supplier agreed to enter into an Amendment and Restatement of the Skincare Agreement (“Amended Skincare Agreement”).

Under the terms of the Amended Skincare Agreement, the products to be provided by the Company was modified to include both the Ingredient and a topical moisturizer (“Moisturizer”) supplied by the Formulator (see Note 7).

The Ingredient and the Moisturizer are hereinafter referred to as the “Combined Product”.

The Supplier was obligated to deliver a purchase order for a minimum of $ 403,200 of the Combined Product by September 30, 2023 (“Initial Purchase Order”) and a total of $ 648,000 of the Combined Product during the first year of the Amended Skincare Agreement.

During November 2023, the Supplier paid the Company $ 403,200 in connection with the Initial Purchase Order.

Pursuant to Sales Agreement with the Formulator, the Company paid the Formulator $ 235,200 representing the amount of Initial Purchase Order associated with the Company’s arrangement with the Formulator to supply he Moisturizer.

Both the Company and the Formulator have yet to deliver the Ingredient or the Moisturizer to the Supplier.

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.

They also contain customary

confidentiality and non-competition provisions.

Pursuant to the terms of the SPA, the Executive

Employment Agreements were further amended on August 19, 2022 and February 9, 2023 as follows:

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

Bothwell (our Chief Financial Officer), Dr.

Maria Ines Mitrani (our former Chief Science Officer) (see below) and Albert Mitrani, our former 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 provided for a term expiring on December 31, 2025 and a base annual salary of $ 300,000 and specified expense reimbursement allowances.

They also contained customary confidentiality and non-competition provisions.

Pursuant to the terms of the SPA, the Executive Employment Agreements were further amended on August 19, 2022 and February 9, 2023 as follows:

Each of Albert Mitrani, Dr.

Maria Ines Mitrani and Ian Bothwell amended their respective employment agreements

providing for (a) setting their respective base salaries at $ 300,000 per annum;

(b) limits on cell phone, automobile and other monthly

(b) elimination of any compensation associated with commissions, fixed bonus, increases to base salary (based on revenue milestones),

and/or tax make-whole provisions associated with equity grants;

Maria Ines Mitrani and Ian Bothwell amended their respective employment agreements providing for (a) setting their respective base salaries at $ 300,000 per annum;

(b) limits on cell phone, automobile and other monthly allowances;

(b) elimination of any compensation associated with commissions, fixed bonus, increases to base salary (based on revenue milestones), and/or tax make-whole provisions associated with equity grants;

and (c) deletion of change in control provisions.

In addition, 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

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.

Mari Mitrani and Albert Mitrani and November 30, 2022 in the case of Mr.

The reduction will remain in effect through such

time that net revenues from operations are breakeven when calculating the salaries of all three executives without the agreed upon reductions

(“Salary Reduction Period”).

There is no obligation of the Company to repay that portion of Base Salary that has been reduced

during the Salary Reduction Period.

The reduction will remain in effect through such time that net revenues from operations are breakeven when calculating the salaries of all three executives without the agreed upon reductions (“Salary Reduction Period”).

There is no obligation of the Company to repay that portion of Base Salary that has been reduced during the Salary Reduction Period.

Beginning August 16, 2023, Mr.

Bothwell’s annual salary was increased to $ 200,000 per year.

Albert Mitrani and Dr.

Maria Ines Mitrani each waived all accrued but unpaid compensation outstanding

as of July 31, 2022.

Maria Ines Mitrani each waived all accrued but unpaid compensation outstanding as of July 31, 2022.

The Company, Albert Mitrani and Dr.

Maria Ines Mitrani also agreed to terminate the leases with Mariluna LLC for

use of Albert Mitrani’s and Mari Mitrani’s Miami, FL and Aspen, Colorado homes, retroactive to July 13, 2022.

wrote off the related ROU asset and lease liability as of the Closing Date.

The balance of unpaid and accrued compensation that was forgiven

by Albert Mitrani and Dr.

Maria Ines Mitrani totaling $ 430,200 and $ 563,455 (reduced for $22,500 of security deposits that were retained

by Mariluna LLC upon termination of leases), respectively, was recorded as additional paid in capital as of October 31, 2022.

Ian Bothwell waived all unpaid and accrued compensation outstanding as of July 31, 2022, in exchange for

ten-year warrants to purchase 30,000,000 Shares at an exercise price of $ 0.02 per Share, exercisable on a “cashless basis”

and a cash payment of $50,000 at Closing.

Maria Ines Mitrani also agreed to terminate the leases with Mariluna LLC for use of Albert Mitrani’s and Mari Mitrani’s Miami, FL and Aspen, Colorado homes, retroactive to July 13, 2022.

The Company wrote off the related ROU asset and lease liability as of the Closing Date.

The balance of unpaid and accrued compensation that was forgiven by Albert Mitrani and Dr.

Maria Ines Mitrani totaling $ 430,200 and $ 563,455 (reduced for $22,500 of security deposits that were retained by Mariluna LLC upon termination of leases), respectively, was recorded as additional paid in capital as of October 31, 2022.

Ian Bothwell waived all unpaid and accrued compensation outstanding as of July 31, 2022, in exchange for ten-year warrants to purchase 150,000 Shares at an exercise price of $ 4.00 per Share, exercisable on a “cashless basis” and a cash payment of $50,000 at Closing.

The Company and Mr.

Bothwell also agreed that rental and other office costs associated with

the California office currently used by him will not be reimbursed after October 31, 2022.

The balance of unpaid and accrued compensation

that was forgiven by Mr.

Bothwell also agreed that rental and other office costs associated with the California office currently used by him will not be reimbursed after October 31, 2022.

The balance of unpaid and accrued compensation that was forgiven by Mr.

Bothwell totaling $ 455,478 , was recorded as additional paid in capital as of October 31, 2022.

Each of Albert Mitrani, Dr.

Maria Ines Mitrani, Ian Bothwell and all other recipients agreed to terminate

all awards granted but not yet issued under the Company’s Management and Consultant Performance Plan.

Maria Ines Mitrani, Ian Bothwell and all other recipients agreed to terminate all awards granted but not yet issued under the Company’s Management and Consultant Performance Plan.

Each of Albert Mitrani, Dr.

Maria Ines Mitrani and Ian Bothwell agreed to modify severance compensation

provisions to be paid upon termination to only occur upon a termination without cause in an amount equal to one month’s base salary

for each year of service.

In connection with the February 9, 2023 amendment

to the Executive Employment Agreements, Mr.

Maria Ines Mitrani and Ian Bothwell agreed to modify severance compensation provisions to be paid upon termination to only occur upon a termination without cause in an amount equal to one month’s base salary for each year of service.

In connection with the February 9, 2023 amendment to the Executive Employment Agreements, Mr.

Bothwell and Mr.

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.

Effective December 21, 2020, the Company granted a bonus of $ 50,000 and 15,000,000 shares of common stock of the Company each to Mr.

Mitrani and Mr.

Bothwell (see Note 12).

Term Sheet – Acting CEO

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.

During August 2023, the Company agreed to extinguish Mr.

Bothwell’s obligation to repay the previously reimbursed expenses of approximately $44,600.

In connection with the settlement agreement with Albert Mitrani and Dr.

Maria Ines Mitrani effective November 13, 2023 (see Legal Matters below), the Company agreed to extinguish Mr.

Mitrani’s obligation to repay the previously reimbursed expenses outstanding at the time of the settlement of approximately $75,900.

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.

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 of October 31, 2023, the Company reserved the remaining amounts due of $ 0 and $ 75,900 against the amounts due from Mr.

Bothwell and Mr.

Mitrani, respectively.

As of October 31, 2023 and October 31, 2022, the total amounts due from related parties were $ 0 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’s employment agreement with and compensation by the Company.

Except with respect to the signing bonus described below, the Term Sheet is subject to the negotiation and execution of a definitive employment agreement embodying the provisions of the Term Sheet, as well as customary terms and conditions for an executive employment agreement (the “Employment Agreement”).

The Term Sheet was subject to the negotiation and execution of a definitive employment agreement embodying the provisions of the Term Sheet, as well as customary terms and conditions for an executive employment agreement (the “Employment Agreement”).

The parties agreed to use their respective commercial best efforts to negotiate and execute the Employment Agreement.

The Term Sheet provides that as an inducement for Mr.

Sinnreich to join the Company, within five (5) days of the Effective Date, he will be issued 10,000,000 shares of restricted common stock and ten-year warrants to purchase 40,000,000 shares at a price of $ 0.034 per share, exercisable on a “cashless” basis.

The foregoing shares and warrants vest immediately upon issuance and were valued at $ 343,000 and $ 1,332,000 , respectively (see Notes 11 and 12).

The Employment Agreement will provide for an initial two-year term commencing on the Effective Date (the “Initial Term”), which will automatically renew for successive one-year terms (each a “Renewal Term,” and together with the Initial Term, the “Term”), unless terminated by either party upon not less than ninety (90) days’ prior written notice given before the expiration of the Initial Term or a Renewal Term, or earlier terminated as provided for therein.

In connection with the Term Sheet, as an inducement for Mr.

Sinnreich to join the Company, Mr.

Sinnreich was issued 50,000 shares of restricted common stock (“Inducement Shares”) and ten-year warrants to purchase 200,000 shares at a price of $ 6.80 per share, exercisable on a “cashless” basis (“Inducement Warrants”.

The foregoing Inducement Shares and Inducement Warrants vested immediately upon issuance.

During the first year of the Initial Term, Mr.

Sinnreich will be compensated by the issuance of 24,000,000 shares of Organicell’s common stock, which shall vest in equal monthly installments of 2,000,000 shares each.

Sinnreich was to be compensated by the issuance of 120,000 shares of Organicell’s common stock, which were to vest in equal monthly installments of 10,000 shares each (“Salary Shares”).

During the second year of the Initial Term, Mr.

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.

The Employment Agreement will provide that Mr.

Sinnreich will be entitled to receive a bonus payment of $150,000, if and when during the Term, the Company generates $10,000,000 in funding from an equity line of credit arrangement that may be implemented by the Company in the future.

In addition, Mr.

Sinnreich will be entitled to receive an award of 15,000,000 shares of common stock if any of the following milestones are achieved during the Term and the twelve-month period thereafter (provided the Employment Agreement and Mr.

Sinnreich’s employment thereunder is terminated by the Company without cause).

The Company first obtains market capitalization of $1.0 billion for a three-month consecutive period.

The Company first obtains market capitalization of $2.0 billion for a three-month consecutive period.

The Company first obtains market capitalization of $5.0 billion for a three-month consecutive period.

The Company first obtains market capitalization of $10.0 billion for a three-month consecutive period

The offer and sale of the above referenced securities were and will be issued in private transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder.

As the Employment Agreement does not provide for cash compensation and in light of Mr.

Sinnreich’s efforts in implementing the Company’s recent corporate restructuring and advancing its clinical trials, on September 7, 2022, the board of directors of the Company awarded Mr.

Sinnreich a one-time payment of $200,000 and agreed to reimburse him for up to $100,000 in out-of-pocket expenses incurred by him in connection with services rendered to the Company, subject to submission of documentation for such expenses in accordance with the Company’s expense reimbursement policies.

Sinnreich was to 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.

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

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

Sinnreich in light of the resignation.

VP Agreements - Sales Executives

On January 6, 2020, the Company entered into employment agreements with two individuals (“Sales Executives”), each to serve as a Vice President – Global Sales and Marketing.

The terms of each Sales Executive employment agreement are identical (“VP Agreements”).

The initial term of the VP agreements are for three years and provide for automatic annual renewals thereafter, unless either party provides 90-day written notice prior to expiration of the then current term.

The VP Agreements may also be terminated by the Company beginning June 30, 2020 in the event the Sales Executive fails to meet certain defined minimum revenue growth milestones.

The Sales Executives will receive compensation in the form of monthly salary of $18,000 and a quarterly override during the calendar year 2020 based on revenues earned by the Company during each quarterly period that exceed $600,000 (“Override Threshold”) beginning for the quarter ended June 30, 2020.

The VP Agreements also require the Sales Executives and the Company to mutually agree on the Override Threshold for calendar years 2021 and 2022 to be eligible for the Override Threshold for those years, which has yet to be agreed to.

Upon execution of the VP Agreements, each of the Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company valued at $0.035 per share, the closing price of the common stock of the Company on the grant date.

The VP Agreements also provide each Sales Executives the right to receive a minimum of 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”).

As of December 31, 2021, the Sales executives had been issued all of the Performance Shares.

The VP Agreements were terminated on June 30, 2022 (see Legal Matters below).

During the period November 1, 2022 through November 22, 2022 and as of November 22, 2022, a total of 7,233 and 40,767 of the Salary Shares were vested, respectively.

In July 2023, Mr.

Sinnreich paid the Company $ 50,000 and returned to the Company 170,000 shares and warrants to purchase 200,000 shares.

The total amount of shares returned to the Company of 170,000 were redeposited back into the Company’s treasury of authorized and unissued shares on July 19, 2023.

Chief Executive Officer, Chief Science Officer and Chief Products 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.

On July 12, 2023, our board of directors appointed Jill Swartz, as Chief Products Officer.

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 285,000 shares of our common stock at a price of $ 2.40 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 250,000 shares of our common stock at a price of $ 2.40 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.

Swartz’s employment agreement provides for a base salary of $ 215,000 per year and the grant of an option under Organicell’s Equity Incentive Plan (“Incentive Plan”) to purchase 130,000 shares of our common stock at a price of $ 2.40 per share (fair market value on the date of grant) (“Swartz Option”).

The Swartz Option vests one-third (1/3) on the first anniversary of the employment agreement.

The remaining portion will vest in equal quarterly installments during the second and third year of the employment agreement, contingent upon Ms.

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

Swartz’s employment with the Company is “At Will” meaning that her employment with the Company and her 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 Ms.

Swartz’s employment without Cause or Ms.

Swartz terminates her employment with the Company for “Good Reason” (as defined in the Agreement), Ms.

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

All the above employment agreements contain customary confidentiality, non-competition and non-solicitation covenants.

Consultant Agreements

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In addition, the Amendment provided additional terms in connection with termination of the Agreement.

Under the terms of the Amendment, the Consultant received an additional 20,000,000 shares of common stock that vest 50% upon execution of the Amendment and 50% on the sooner of (1) December 31, 2021 or (2) upon the approval of both of the Company’s IND’s to be submitted for Osteoarthritis and COVID 19 “Long Hauler”.

Under the terms of the Amendment, the Consultant received an additional 100,000 shares of common stock that vested 50% upon execution of the Amendment and the remaining 50% on December 31, 2021.

On August 19, 2022 the Company and Consultant agreed to an amendment to the consulting agreement whereby the Consultant was issued 25,000 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.

LAE International Consulting, LLC

During October 2020, the Company entered into a consulting agreement with LAE International Consulting, LLC (“LAE”) to provide consulting services in connection with the development of international research and development, sales and distribution and investment opportunities.

As consideration for agreeing to provide the consulting services to the Company, the Company has agreed to pay LAE a minimum of $12,500 per month for the first three months of the agreement and to issue up to 5,000,000 shares of restricted common stock (valued at $0.175 per share, the closing price of the common stock of the Company on the grant date), based on successful performance of defined milestones.

The agreement could be terminated on the third month anniversary of the agreement or later with or without cause.

The Company notified LAE prior to the third month anniversary that it was going to terminate the agreement on third month anniversary unless mutually agreed upon amendments to the agreement were completed.

The parties never formally reached any arrangement regarding the future amendments (see Legal Matters below).

The Agreement was not renewed upon its expiration.

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

In connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the Company’s products and related treatment protocols for specific indications.

The ability to successfully complete the above efforts will be dependent on the actual outcomes in connection with the use of the Company’s products and related treatment protocols for each clinical trial, the Company’s ability to timely enroll patients and fund the required payments and complete the applicable clinical trials, which is subject to available working capital generated from operations, financing arrangements with the third-party vendors involved in the studies and/or from additional debt and/or equity financings as well as the ultimate approval from the FDA.

CRO Agreement 1 and CRO Agreement 2

During November 2020, the Company entered into an agreement with a third-party contract research organization (“CRO”) to provide ongoing clinical research related services in connection with a planned future clinical trial (“CRO Agreement 1”).

In connection with the CRO Agreement 1, the Company was obligated to make payments of approximately $778,000 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until September 2021.

In connection with the CRO Agreement 1, the Company was obligated to pay in accordance with defined completed milestones, beginning with approximately $195,524 upon work order execution.

During January 2021, the Company entered into an additional agreement with the CRO to provide ongoing clinical research related services in connection with a planned future clinical trial (“CRO Agreement 2”).

In connection with the CRO Agreement 2, the Company was obligated to payments of approximately $477,000 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until August 2021.

In connection with the CRO Agreement 2, the Company was obligated to pay in accordance with defined completed milestones, beginning with approximately $147,000 upon work order execution.

During February 2021, the Company provided notice to the CRO that it was terminating the engagement of the CRO in connection with the two above-described projects as a result of the significant increases in projected trial costs over the originally contracted amounts.

On July 29, 2021, the parties reached a settlement agreement and general release in connection with termination of both of the agreements and all remaining past due amounts of $265,000 whereby the Company paid the CRO $100,000 and the Company was fully released from paying the remaining unpaid invoiced amounts of $145,000.

For the year ended October 31, 2021, the Company has recorded approximately $390,000, net of expenses in connection with services performed by the CRO up through the date the projects were terminated.

In connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and Drug Administration (“FDA”) regulations pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the Company’s products and related treatment protocols for specific indications.

New CRO Agreements

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On August 23, 2022 the New CRO Agreements were amended.

In connection with the New CRO Agreements, the Company is obligated to make aggregate payments to the CRO of approximately $1,433,000 plus estimated aggregate pass-through costs and other third-party direct costs of approximately $495,000 as well as site and patient related costs.

In connection with the New CRO Agreements, the Company is obligated to make aggregate payments to the CRO of approximately $1,443,000 plus estimated aggregate pass-through costs and other third-party direct costs of approximately $495,000 (“Pass-Through Costs”) as well as site and patient related costs.

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.

In connection with the two aforementioned studies, the Company determined in one of the studies that it acquired sufficient safety data with less than the originally planned patient enrollment and the study has been closed.

In the other study, the Company is reviewing the benefit from continued efforts to commence the study and/or whether the existing approved IND should be modified, terminated and/or replaced.

As of October 31, 2023, the Company has been billed a total of approximately $1,431,300 in connection with the New CRO Agreements, Pass-Through Costs and Site related costs, respectively, of which approximately $ 587,800 was outstanding as of October 31, 2023.

As of October 31, 2022, the Company has been billed a total of approximately $680,000 in connection with the New CRO Agreements, including $18,400 of escrow related payments, of which approximately $ 244,900 was outstanding as of October 31, 2022.

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Obligations Due Under Executive Employment Agreements

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.

As of October 31, 2021, there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $760,000 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through October 31, 2021, that could be converted in the future into approximately 35,685,000 shares of common stock (weighted average conversion price of $0.042 per share) .

As of July 31, 2022, there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $1,388,000 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through July 31, 2022 .

In connection with the Closing, the Company and each of the Executives agreed to forego their unpaid Original Base Salary and Incremental Salary (see “Changes in Management Compensation” above).

On September 3, 2015, Ethan NY entered into a five-year lease agreement (“Ethan Lease”) for a store located in New York City, New York.

The Ethan Lease commenced on October 1, 2015.

Under the terms of the Ethan Lease, minimum monthly lease payments of $ 9,500 per month were to commence in December 2015 through October 2020.

During June 2016, Ethan NY exited from its leased premises.

Ethan NY did not make any of the required minimum monthly lease payments as required.

The total amount of minimum lease payments that Ethan NY is obligated to pay pursuant to this 5-year lease is $ 586,242 (excluding late fees and interest provided for under the Ethan Lease).

All of Ethan NY’s obligations under the Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations under the Ethan Lease that were guaranteed by a former employee.

Under the terms of the Ethan Lease, the obligations of Ethan NY for future rents are to be mitigated based on the amount of any future rents that are received for the rental of the leased premises to other tenants during the initial term.

During August 2016, Ethan NY received confirmation that the leased premises had been leased to another tenant.

Ethan NY is not aware of any claim pending or threatened in connection with the Ethan Lease.

At October 31, 2021, Ethan NY recorded in liabilities of discontinued operations the amount of rent obligations through June 30, 2016 and a reserve for estimated losses in connection with termination of the Ethan Lease of $101,905.

In New York State, the statute of limitations for filing a breach of contract claim is 6 years.

As a result, during the year ended October 31, 2022, the Company recorded a gain from the write-off of liabilities attributable to discontinued operations that were no longer enforceable due to the statute of limitations.

Legal Matters

On June 17, 2021, Organicell received a subpoena dated June 14, 2021, from the Atlanta Regional Office of the SEC requiring the production of certain documents and communications in connection with the treatment and results of various COVID-19 patients, as discussed in the Company’s Current Reports on Form 8-K filed with the SEC during the period from May 27, 2020 through May 11, 2021.

The Company is fully cooperating with the SEC’s investigation and believes that it will be able to provide all of the information requested by the SEC.

The Company can make no assurances as to the time or resources that will need to be devoted to this investigation or its final outcome, or the impact, if any, of this investigation or any proceedings on the Company’s current business, financial condition, results of operations, cash flows, or the Company’s future operations.

The Company fully cooperated with the SEC’s investigation and believes that it has provided all of the information requested by the SEC.

The Company can make no assurances as to the time or resources that will need to be devoted to this investigation in the future or its final outcome, or the impact, if any, of this investigation or any proceedings on the Company’s current business, financial condition, results of operations, cash flows, or the Company’s future operations.

LAE International Consulting

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Daniel Pepock and Tracy Yourke

The Company terminated the employment agreements with the Sales Executives Daniel Pepock (“Pepock”) and Tracy Yourke (“Yourke”) effective June 30, 2022.

On June 6, 2022, Pepock filed a Complaint against Organicell Regenerative Medicine, Inc.

(“Organicell”) in the Court of Common Pleas of Westmoreland County, Pennsylvania.

Organicell removed the case to the United States District Court for the Western District of Pennsylvania, and on July 15, 2022 Mr.

Pepock filed an Amended Complaint asserting two counts.

Count I alleges a claim for “Breach of Employment Agreement, including Violation of the Pennsylvania Wage Payment and Collection Law.” Mr.

Pepock alleges that Organicell (i) failed to pay him certain wages in timely manner;

(ii) failed to pay him commissions allegedly due;

(iii) failed to pay him a severance benefit allegedly due;

and (iv) improperly paid him as a 1099 “independent contractor” rather than a W-2 employee for the time period of January 1, 2020 through July 31, 2021.

Pepock sought damages of $235,000 in compensation, plus compensation for alleged increased tax rates and decreased Social Security contributions, liquidated damages, costs of litigation including reasonable attorney fees and witness fees, interest on the judgment, plus any other relief the Court deems proper.

Count II alleges a claim for “Fair Labor Standards Act Retaliatory Discharge”.

Pepock alleged that he was unlawfully terminated in retaliation for filing a complaint about unpaid wages and sought damages in an unidentified amount of lost wage compensation, back pay, front pay, liquidated damages, compensation for pain and suffering and other non-economic damages, punitive damages, costs of litigation including reasonable attorney fees and witness fees, interest on the judgment, plus any other relief the Court deems proper.

On June 27, 2022, Ms.

Yourke filed a complaint against Organicell in the State of Michigan, 6 th Judicial Circuit, County of Oakland.

Organicell removed the case to the United States District Court for the Eastern District of Michigan, Southern Division, and on August 10, 2022 Ms.

Yourke filed an Amended Complaint asserting three counts.

Counts I and II alleged claims for “Breach of Employment Agreement and Violation of Michigan Sales Representative Commission Act”.

Yourke alleged that Organicell (i) failed to pay her certain wages in timely manner;

(ii) failed to pay her commissions allegedly due;

(iii) failed to pay her a severance benefit allegedly due;

and (iv) improperly treated her as a 1099 “independent contractor” rather than a W-2 employee for the time period of January 1, 2020 through July 31, 2021, April 16-30, 2022, and May 1, 2022 through June 30, 2022.

Yourke sought an unidentified amount of damages in the form of compensation, commissions, treble damages, plus compensation for an alleged increased tax rates and increased Social Security contributions, costs of litigation, including actual attorney fees and witness fees, interest on the judgment, plus any other legal and equitable relief that the Court deems proper.

Count III alleged a claim for “Fair Labor Standards Act Retaliatory Discharge”.

Yourke alleged that she was unlawfully terminated in retaliation for filing a complaint about unpaid wages and sought damages in an unidentified amount of lost wage compensation, back pay, front pay, liquidated damages, compensation for pain and suffering and other non-economic damages, punitive damages, costs of litigation including reasonable attorney fees and witness fees, interest on the judgment, plus any other relief the Court deems proper.

As of July 31, 2022, all past due wages to Pepock and Yourke were paid.

Pepock’s action against Organicell was designated for placement into the United States District Court’s Alternative Dispute Resolution program and the Parties agreed to mediate.

The Company terminated the employment agreements with the former Sales Executives Daniel Pepock (“Pepock”) and Tracy Yourke (“Yourke”) effective June 30, 2022.

On August 22, 2022, Mr.

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Yourke from their non-compete restrictions upon transfer of the shares to the Company.

The Settlement relates to disputed claims and nothing therein shall be construed as an admission of liability or wrongdoing by the Company or any other party.

Effective October 13, 2022, the parties executed a Confidential Settlement Agreement and Mutual General Release memorializing the terms of the Settlement.

Under the terms of the Settlement, the Company agreed to repurchase 124,000 shares of common stock for $500,000.

On January 31, 2023, 124,000 shares were transferred to the Company and the Company paid the Purchase Price.

The shares received by the Company were immediately cancelled and returned to the Company’s treasury of authorized and unissued shares.

As a result of the above, the matter has been fully settled and Mr.

Pepock and Ms.

Yourke were released from their non-compete restrictions.

The shares received by the Company were immediately cancelled and returned to the Company’s treasury of authorized and unissued shares on February 3, 2023.

At October 31, 2022, the Company has recorded the obligation to repurchase the shares in connection with settlement of the litigation in the amount of $500,000 in the consolidated balance sheet.

Albert Mitrani and Dr.

Maria Ines Mitrani

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 former 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.

Effective November 13, 2023, the Company entered into a settlement agreement with Albert Mitrani and Dr.

Maria Ines Mitrani, pursuant to which it resolved various claims against the Mitranis, including those set forth in the previously reported Florida state action the Company had filed against the Mitranis.

As part of the settlement, Albert Mitrani and Dr.

Maria Ines Mitrani returned to the Company 682,161 and 481,831 shares of Organicell common stock held by them respectively and the parties exchanged mutual releases.

In addition to the foregoing, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

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

NOTE 15 – LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS

During September 2015, the Company formed Ethan NY for the purpose of selling clothing and accessories through a retail store.

During June 2016, the Ethan NY operations were closed.

The following summarizes the carrying amounts of the assets and liabilities of Ethan NY at October 31, 2022 and 2021:

Schedule of assets and liabilities

Accounts Payable

Accrued Expenses

Total liabilities

In New York State, the statute of limitations for filing a breach of contract claim is 6 years.

NOTE 16 – SEGMENT INFORMATION

the years ended October 31, 2022 and 2021, the Company operated only one 1 operating segment.

NOTE 17 – 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 18 – SUBSEQUENT EVENTS

Several subsequent events are disclosed in Notes 8, 10, 12, 13, 14 and 17.

There were no other subsequent events for disclosure purposes.

For the years ended October 31, 2023 and

2022, the Company operated only one 1 operating segment.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data