What changed in this filing

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Item 9A. Controls and Procedures

2024-01-29 compared with 2023-02-14 · 252 added, 288 removed, 386 unchanged (58% of the section changed)

29 unchanged sentences

In September 2022, we appointed six (6) independent members to our board of directors (and established an audit committee consisting of three independent directors, which is responsible for the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management).

One of the independent members who also served on the audit committee resigned in December 2022.

Two of those independent members, one of whom served on the audit committee, subsequently resigned.

We plan to seek additional independent director candidates in the proximate future.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

in Internal Controls

Changes in Internal Controls

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended October 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

4 unchanged sentences

Director or Officer Since:

Interim Chief Executive Officer, Chief Financial Officer and Director

November 4, 2016

Maria Ines Mitrani

Chief Science Officer, VP and Director

Chief Executive Officer and Director

Chief Financial Officer and Director

November 4, 2016

Executive Vice President and Chief Science Officer

George Shapiro

1 unchanged sentence

February 7, 2019

Albert Mitrani

Executive Vice President of Sales

June 24, 2015

Bhupendra Kumar Modi

Director – Chairman of the Board

September 23, 2022

Director – Vice Chairman of the Board

September 23, 2022

Gurvinder Pal Singh

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Professional Experience

Harry Leider was appointed Chief Executive Officer and a member of the Board on June 6, 2023.

Dr Leider has over 25 years of experience as a senior healthcare executive in a variety of innovative high growth healthcare companies.

Prior to joining Organicell, he served as the Chief Medical Officer and Executive Vice President of Apos Health from December 2022 to May 2023.

From May 2018 to October 2022, Dr.

Leider was the Chief Medical Officer and Executive Vice President of Gelesis, Inc., a biotech company that successfully developed an FDA-cleared therapy for obesity and went public in January 2022.

Prior thereto, he served from 2013 to 2018 as the Chief Medical Officer and Group Vice President of Walgreens Boots Alliance.

He has also previously served as a member of the Boards of Directors of Alivio Therapeutics, TytoCare and Mobile Help.

In addition, Dr.

Leider has served on the faculty of Harvard Medical School and the John Hopkins Carey School of Business, where he taught healthcare marketing.

He received his medical degree from the University of Pennsylvania, an M.B.A.

from the University of Washington where he was a Robert Wood Johnson Clinical Scholar, and his B.A., summa cum laude from Pennsylvania State University.

Bothwell was elected as a member of the board of directors of the Company effective September 11, 2019.

1 unchanged sentence

Bothwell serves as the Chief Financial Officer of the Company, a position he has held since November 4, 2016.

In addition, he was appointed Interim Chief Executive Officer of the Company on November 22, 2022.

In addition, he was served as Interim Chief Executive Officer of the Company from November 22, 2022 until June 6, 2023.

From 2003 through November 2015, Mr.

7 unchanged sentences

Bothwell received his Bachelor of Science in Business Administration from Boston University in 1984.

Maria Ines Mitrani was elected as a member of the board of directors of the Company effective August 14, 2019.

Mitrani previously served as a member of the board of directors of the Company from November 4, 2016 until her resignation in April 2018, when the Company executed a Plan and Agreement of Reorganization.

Mitrani is a cofounder of the Company and is its Chief Science Officer.

Mitrani previously served as the Executive Vice President of Analytical Stem Cell from 2014 to 2015.

From 2012 to 2014, Dr.

Mitrani served as the Executive Vice President, Medical Tourism Coordinator and Patient Referral Coordinator of Americell Trinidad, LLC.

From 2008 to 2014, Dr.

Mitrani was with the American Stem Cell & Anti-Aging center where she co-founded the first autologous stem cell center in Quito, Ecuador.

Mitrani received a degree in medicine from Universidad San Francisco de Quito, in Quito, Ecuador.

Golub was appointed Executive Vice President and Chief Science Officer on June 6, 20230, has been a principal in Care-Safe LLC (a senior clinical development consulting company whose corporate clients included biotech/drug/medical device companies) since 2008.

He also currently serves as one of the Clinical Leads for the RADx N.I.H.

program (designed to help companies develop and accelerate accurate COVID-19 testing and bring them to market).

From 2014 to 2016, he was Vice President of Research and Development at Walgreens Boots Alliance, helping to develop a program that utilized its massive customer database to aid in clinical trial patient recruitment.

In 1996, he was one of the founders of CareStat LLC, a 150 person CRO in the Boston area, where he served as Chief Executive Officer until the company was sold in 2008.

For 20 years prior thereto, Dr.

Golub was a serial entrepreneur, being one of the founders and an executive officer of three healthcare companies, two of which were successfully sold.

In addition, from 2003 to 2013 he held an adjunct professorship at the Harvard-M.I.T.

joint M.S./M.B.A.

program where he taught a course entitled “Clinical Development for Private Enterprise.” Dr.

Golub received his Ph.D.

in biomedical engineering and an M.D.

from a Harvard Medical School-M.I.T.

joint program in 1983.

George Shapiro was elected as a member of the board of directors of the Company effective February 2019.

6 unchanged sentences

Shapiro is currently a cardiologist in private practice.

Albert Mitrani has been serving as Executive Vice President of Sales since July 21, 2022.

Mitrani served as our President, Secretary and Treasurer from June 24, 2015 to July 21, 2022, as our Chief Executive Officer from September 2019 until July 21.

2022 and as a member of the board of directors from June 24, 2015 to August 19, 2022.

He also was our Chief Executive Officer and Chairman of the Board from June 24, 2015 until April 13, 2018.

Mitrani served as the Chief Executive Officer of Analytical Stem Cell Corp.

from April 2014 through May 2015.

Analytical Stem Cell was involved in stem cell research and patient treatment referral centers.

From February 2012 through March 2014 Mr.

Mitrani was the Chief Executive Officer of Americell Trinidad and the President of ASCAAC LLC (American Stem Cell) from March 2011 through January 2013.

Mitrani was the Chief Executive Officer of American Cellular Center Quito Ecuador from 2009 through 2012.

Bhupendra Kumar Modi became a director and Chairman of the Board on September 23, 2022.

Modi has nearly four decades of business experience and for over three decades has been the Group Chairman of Modi Holdings – a diversified business conglomerate with business interests in mobility, finance, healthcare, education, entertainment, clean energy and life sciences.

Headquartered in Singapore, Modi Holdings has a global footprint with companies in India, Singapore and the U.S.

Modi is well-known for bringing the latest technologies into India in partnerships with industry leaders like Xerox, Alcatel, Telstra, Olivetti, Axiata, Singapore Technologies Telemedia and Fountain Life, among others.

In the past few years, Dr.

Modi has been focusing on his philosophy of living ‘Beyond 100’, where he is attempting to create an ecosystem that enables people to live Happy and Healthy beyond 100.

His efforts in the healthcare industry have earned him the epithet of ‘Global Leader in Wellness’, by the American Academy of Anti-Aging Medicine.

We believe that given his diverse and extensive business experience, Dr.

Modi is a significant addition to the Company as a member of our board of directors and as its Vice Chairman.

Chuck Bretz became a director of the Company and Vice Chairman of the Board on September 23, 2022.

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Family Relationships

Maria Ines Mitrani, our Chief Science Officer and a director and Albert Mitrani, our Executive Vice President of Sales, are spouses.

Board Committees

At the September 23, 2022 meeting, the Board also established three standing committees;

The Board has established three standing committees;

an audit committee, a compensation committee and a nominating and corporate governance committee.

1 unchanged sentence

Singh and Glauser, with Mr.

Singh acting as Chairman, the members of the compensation committee are Dr.

Singh acting as Chairman, the members of the compensation committee are Mr.

Bretz and Mr.

Stearn, with Dr.

Modi acting as Chairman and the members of the nominating and corporate governance committee are Messrs.

Stearn, with Mr.

Bretz acting as Chairman and the members of the nominating and corporate governance committee are Messrs.

Bretz and Singh, with Mr.

Bretz serving as Chairman.

The Board has determined that each of our non-executive directors is “ independent ” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “ SEC ”) and the listing standards of the Nasdaq Stock Market.

In addition, we believe Messr.

The Board has determined that each of our non-executive directors is “ independent ” within the meaning of the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market.

In addition, we believe Mr.

Singh qualifies an “ audit committee financial expert ” as the term is defined by the applicable rules and regulations of the SEC and the Nasdaq Stock Market listing standards, based on his business professional experience in the financial and accounting fields.

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Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the fiscal year ended October 31, 2022 and up through the date of this Annual Report, except that due to administrative delays in obtaining Edgar filing codes, the following Forms 3 were inadvertently filed late as follows:

Greyt Ventures LLC filed its Form 3 on September 16, 2022, 16 days late.

Bretz filed his Form 3 on September 29, 20222, 29 days late.

Singh filed their Forms 3 on October 3, 2022, 33 days late.

Stearn filed his Form 3 on October 6, 2022, 36 days late.

John Chiste, who stepped down as a director on December 21, 2022, filed his Form 3 on October 11, 2022, 41 days late.

Glauser filed his Form 3 on October 27, 2022, 57 days late.

Skycrest Holdings, LLC filed its Form 3 on December 16, 2022, 107 days late.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the fiscal year ended October 31, 2023 and up through the date of this Annual Report, except that Mr.

Albert Mitrani and Dr.

Maria Ines Mitrani, former directors and executive officers of the Company have not filed Form 4 reports with respect to 682,161 and 481,831 of our common stock held by them, respectively, which was returned to the Company on November 14, 2023, in connection with the settlement of various claims the Company had against the Mitranis.

Rule 10b5-1 Trading Arrangements

During the quarter ended October 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Executive Compensation.

The following table sets forth information concerning the total compensation paid or accrued by the Company during the last two fiscal years indicated to (i) all individuals that served as the Company’s principal executive officer or acted in a similar capacity for the Company at any time during the fiscal year ended October 31, 2022;

(ii) the two most highly compensated executive officers who were serving as executive officers of the Company at the end of the fiscal year ended October 31, 2022 whose total compensation exceeded $100,000;

and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) above but for the fact that the individual was not serving as an executive officer of the Company at the end of the fiscal year ended October 31, 2022.

(ii) all individuals that served as the Company’s principal financial officer or acted in a similar capacity for the Company at any time during the fiscal years ended October 31, 2023 and October 31, 2022;

and (ii) the other individuals who were serving as executive officers of the Company at the end of the fiscal year ended October 31, 2023 whose total compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE

and Principal Position

Incentive Plan Compensation

Deferred Compensation Earnings

Other Consideration

Actually Received

Interim Chief Executive Officer,

Name and Principal Position

Option Awards

Incentive Plan

Consideration

Total Actually

Harry Leider, MD

Chief Executive Officer (1)

Chief Financial Officer (2)

Matthew Sinnreich,

Acting Chief Executive Officer

Albert Mitrani - CEO,

President and Executive Vice

President of Sales (3)

Mitrani, VP and

Chief Science Officer (4)

Former Acting Chief Executive Officer (3)

Howard Golub,

Chief Science Officer and Executive Vice President (4)

George Shapiro,

Chief Medical Officer (5)

Albert Mitrani -

Former CEO, President and Executive Vice President of Sales (9)

Leider has served as Chief Executive Officer of the Company since June 6, 2023.

During the year ended October 31, 2023, Dr.

Leider received a warrant to purchase 285,000 shares of common stock of the Company with an aggregate grant value of 684,000, of which 39,583 warrants ($95,000) was vested for the year ended October 31, 2023.

See Note 14 to the October 31, 2023 audited consolidated financial statements for a description of the assumptions used in determining the value of the warrants granted.

Bothwell has served as Chief Financial Officer of the Company since November 4, 2016.

On November 22, 2022, he was appointed Interim Chief Executive Officer.

Bothwell was granted 30,000,000 shares of common stock of the Company with an aggregate grant value of $2,205,000.

See Note 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

From November 22, 2022 through June 6, 2023, he served as Interim Chief Executive Officer.

Matthew Sinnreich served as Acting Chief Executive Officer and Chief Operating Officer of the Company from July 21, 2022 to September 23, 2022 and as Acting Chief Executive Officer and President from September 23, 2022 to November 22, 2022, when he resigned.

During fiscal year 2022, Mr.

Sinnreich was granted 10,000,000 shares of common stock of the Company and a warrant to purchase 40,000,000 shares of common stock of the Company with an aggregate grant value of 343,000 and 1,332,000, respectively.

Sinnreich also received 24,000,000 shares of common stock of the Company in lieu of any cash salary during his first year of employment with an aggregate grant value of $823,200, of which 6,706,849 ($228,353) was vested as of October 31, 2022.

Sinnreich was issued 50,000 shares of common stock of the Company and a warrant to purchase 200,000 shares of common stock of the Company with an aggregate grant value of $343,000 and $1,332,000, respectively.

Sinnreich was also issued 120,000 shares of common stock of the Company in lieu of any cash salary during his first year of employment with an aggregate grant value of $823,200, of which 33,534 ($228,353) was vested for the year ended October 31, 2022 and 7,233 ($49,618) was vested for the year ended October 31, 2023.

See Notes 13 and 14 to the October 31, 2023 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted and the warrants issued.

Albert Mitrani served as Chief Executive Officer from June 2015 until April 2018, when he was appointed President.

From September 2019 until July 21, 2022, Mr.

Mitrani again served and Chief Executive Officer.

On July 21, 2022, when he stepped down from that position and assumed the position of Executive Vice President of Sales.

During fiscal year 2021, Mr.

Mitrani was granted 30,000,000 shares of common stock of the Company with an aggregate grant value of $2,205,000.

See Note 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

Mitrani has served as Vice President and Chief Science Officer of the Company since November 4, 2016.

During fiscal year 2021, Dr.

Mitrani was granted 30,000,000 shares of common stock of the Company with an aggregate grant value of $2,205,000.

See Note 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

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.

Golub has served as Vice President and Chief Science Officer of the Company since June 6, 2023.

During the year ended October 31, 2023, Dr.

Golub was issued a warrant to purchase 250,000 shares of common stock of the Company with an aggregate grant value of $600,000, of which 104,167 warrants ($250,000) was vested for the year ended October 31, 2023.

See Note 14 to the October 31, 2023 audited consolidated financial statements for a description of the assumptions used in determining the value of the warrants granted.

George Shapiro has served as the Chief Medical Officer of the Company since September 2018.

During fiscal year 2021, Dr.

Shapiro was granted 4,500,000 shares of common stock of the Company with an aggregate grant value of $121,500.

See Note 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

In connection with the Restructuring on August 19, 2022, Mr.

Bothwell was granted a warrant to purchase 30,000,000 shares of common stock of the Company with a grant value of $588,000 as payment for $588,000 of accrued and unpaid salary.

In August 2022, Mr.

Bothwell was issued a warrant to purchase 150,000 shares of common stock of the Company with a grant value of $588,000 as payment for $588,000 of accrued and unpaid salary.

In addition, $455,478 of accrued and unpaid salary was forgiven by Mr.

Bothwell in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

$0 and $843,378 of salary was accrued and unpaid at October 31, 2022 and 2021, respectively.

See Note 14 to the October 31, 2023 audited consolidated financial statements for a description of the assumptions used in determining the value of the warrants issued.

$430,200 of accrued and unpaid salary was forgiven by Mr.

Mitrani in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

$0 and $362,455 of salary was accrued and unpaid at October 31, 2022 and 2021, respectively.

$563,455 of accrued and unpaid salary was forgiven by Dr.

Mitrani in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

$0 and $275,824 of salary and commissions were accrued and unpaid at October 31, 2022 and 2021, respectively.

In connection with the Restructuring on August 19, 2022, Dr.

Shapiro was granted a warrant to purchase 3,150,000 shares of common stock of the Company with a grant value of $61,740 as payment for $61,740 of accrued and unpaid salary.

In August 2022, Dr.

Shapiro was issued a warrant to purchase 15,750 shares of common stock of the Company with a grant value of $61,740 as payment for $61,740 of accrued and unpaid salary.

In addition, $77,760 of accrued and unpaid salary was forgiven by Dr.

Shapiro in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

$0 and $54,000 of salary was accrued and unpaid at October 31, 2022 and 2021, respectively.

Shapiro contemporaneously therewith and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

See Note 14 to the October 31, 2023 audited consolidated financial statements for a description of the assumptions used in determining the value of the warrants issued.

Ian Bothwell received benefits totaling approximately $35,957 and $21,854 during fiscal year ended October 31, 2022 and 2021, respectively.

Ian Bothwell received benefits totaling approximately $41,648 and $35,957 during fiscal years ended October 31, 2023 and 2022, respectively.

Albert Mitrani served as Chief Executive Officer from September 2019 until July 21, 2022.

On July 21, 2022, when he stepped down from that position and assumed the position of Executive Vice President of Sales.

Mitrani was terminated in May 2023.

$430,200 of accrued and unpaid salary was forgiven by Mr.

Mitrani in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

Albert Mitrani and his wife, Dr.

Mitrani, received benefits totaling approximately $83,243 and $81,056 during fiscal year ended October 31, 2022 and 2021, respectively.

Mitrani, former Chief Science Officer of the Company received benefits totaling approximately $22,834 and $83,243 during fiscal years ended October 31, 2023 and 2022, respectively.

Leider received benefits totaling approximately $4,383 and $0 during fiscal years ended October 31, 2023 and 2022, respectively.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Executive Employment Agreements

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

Harry Leider, our Chief Executive Officer, Ian T.

Bothwell, our Chief Financial Officer, and Dr.

Howard Golub, our Chief Science Officer.

Harry Leider, M.D.

Leider’s employment agreement provides for a base salary of $325,000 per year and the grant of an option under our 2021 Equity Incentive Plan (the “2021 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) (the “ 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 is 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.

Bothwell’s executive employment agreement, as amended to date, provides for a term expiring on December 31, 2025, an annual base salary of $300,000 and specified expense reimbursement allowances.

Notwithstanding the foregoing, effective November 30, 2022, Mr.

Bothwell agreed to a reduction in his annual base salary to $150,000, with the reduction to remain in effect through such time that net revenues from operations are breakeven or as otherwise decided by the board of directors.

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 base salary was increased to $200,000.

On February 9, 2023, Mr.

Bothwell entered into a further amendment to the employment agreement, which provided For modification of the severance provisions to provide for payment of severance only upon a termination without cause with the amount of such severance to equal to one month’s base salary for each year of service.

In addition, he agreed to repay approximately $44,600 of previously reimbursed expenses.

In August 2023, the Company waived Mr.

Bothwell’s obligation to repay the previously reimbursed expenses.

Howard Golub, M.D.

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.

Each of the above agreements contains customary confidentiality and non-competition agreements.

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Unexercisable

1 unchanged sentence

Units of Stock

Equity Incentive

Unearned Shares,

Equity Incentive

Shares, Units

of Other Rights

Sinnreich (1)

Maria Ines Mitrani

George Shapiro

Sinnreich resigned on November 22, 2022.

Based on the closing stock price of $1.78 on October 31, 2023.

Executive Employment Agreements

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, most recently on August 19, 2022 and February 9, 2023 (the “ Executive Employment

Agreements ”).

As amended, the Executive Employment Agreements provide for :

A base salary of $300,000, provided , however , that each of

the executives agreed to a reduction in each executive’s annual salary to $150,000 per year effective November 30, 2022 in the case

Bothwell and December 15, 2022 in the case of Dr.

Maria Ines Mitrani and Albert Mitrani.

The salary reduction will remain in

effect through such time as net revenues from operations are breakeven when calculating the salaries of all three executives without the

agreed upon reductions ( the “ Salary Reduction Period ”).

There is no obligation of the Company to repay that portion

of each executive’s salary that has been reduced during the Salary Reduction Period.

A term expiring on December 31, 2025.

Payment of severance only in the event of termination without cause, in

an amount equal to one month’s salary for each year of service.

Customary confidentiality and non-competition provisions.

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.

Employment Arrangements with Matthew Sinnreich

On July 21, 2022, Matthew Sinnreich was appointed by the Board to the position of Chief Operating Officer and Acting Chief Executive Officer.

Contemporaneously therewith, Organicell and Mr.

Sinnreich entered into a term sheet (the “ Term Sheet ”) setting forth in principle the terms of Mr.

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 definitive employment agreement was not negotiated and executed prior to Mr.

Sinnreich stepping down from the Company as noted below.

As an inducement for Mr.

Sinnreich to join the Company, pursuant to the Term Sheet he was 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 shares and warrants vested immediately upon issuance.

The Term Sheet also provided that 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.

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 of shares of Organicell’s common stock, at his election.

On September 7, 2022, the board of directors of the Company awarded Matthew 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.

On September 13, 2022, Mr.

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

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

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

Sinnreich in light of the resignation.

Board Stock Compensation Plan

On February 26, 2020, the Company established the Board Stock Compensation Plan (the “Board Plan”) which provides compensation for non-executive Board members for participation in Board meetings retroactive to November 1, 2019.

The Board Plan provides for a grant of $7,500 in equivalent shares of common stock (based on trading price at the end of the applicable current quarter) on the last day of each respective fiscal quarter that a member attends at least 75% of all meetings held during such quarter and in which a minimum of 1 meeting is held, for a maximum annual compensation amount of $30,000 per year per member.

In addition, Board members that participate on future board committees will also be eligible to receive additional compensation for serving on such committees, in amounts to be determined by the Board.

The maximum aggregate number of shares that are currently authorized to be issued pursuant to the Board Plan is 5,000,000 shares.

The Company is no longer using the Board Plan to compensate its non-executive directors as set forth in Item 10.

Management – Compensation of Non-Executive Directors above .

On February 26, 2020, the Company established the 2020 Stock Incentive Plan (the “ 2020 Plan ”).

The 2020 Plan provided for the grant of options, appreciation rights, dividend equivalent right and restricted common stock of the Company (an “Award”) to any person who is an employee or director of, or consultant to the Company.

The maximum aggregate number of shares that may be issued pursuant to all Awards is 50,000,000 shares, plus an annual yearly increase.

No awards were issued under the 2020 Plan and the 2020 Plan was terminated in connection with the adoption of the Company’s 2021 Equity Incentive Plan (the “ 2021 Plan ”) and share exchange as described in “ - 2021 Plan and Share Exchange ” below.

Management and Consultants Performance Stock Plan

On April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“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, five million shares for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10 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:

MCPP Remaining

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.

For the MCPP Shares approved on February 10, 2021, the closing price of the common stock of the Company was $0.108.

Upon completion of the Share Exchange 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.

2021 Plan and Share Exchange Agreement

In September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”).

The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “ Award ”) to any person who is an employee or director of, or consultant to the Company.

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

The 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 board of directors and stockholders holding a majority of the Company’s voting power, 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.

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.

Compensation of Directors Table

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Gurvinder Pal Singh

John Chiste (2)

Represents Directors Warrants as more fully described in “Narrative Disclosure to the Director Compensation Table” set forth below.

Chiste stepped down as a director on December 21, 2022.

Modi stepped down as a director in June 2023.

Narrative Disclosure to the Director Compensation Table

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It is contemplated that non-executive directors will be granted a comparable amount of Director Warrants or stock options for each year of service.

The Company has not yet authorized or issued Director Warrants or stock options for the second year of service of its non-executive directors, which commenced on September 23, 2023.

Non-employee directors are also reimbursed for out-of-pocket costs incurred in connection with attending meetings.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of February 3, 2023, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group.

The following table sets forth, as of January 28, 2024, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group.

Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 3321 College Ave, Suite 246, Davie, Florida 33314:

Name Officers and Directors

Officers and Directors

Voting Power (2)

Harry Leider, M.D.

Chief Executive Officer and Director

Ian Bothwell (4)

Interim Chief Executive Officer, Chief Financial Officer and Director

Maria Mitrani (4)

Chief Science Officer and Director

Chief Financial Officer and Director

George Shapiro (5)

Chief Medical Officer and Director

Albert Mitrani (6)

Executive Vice President of Sales

Bhupendra Kumar Modi (7)

Director - Chairman

Executive Vice President and Chief Science Officer

Chuck Bretz (7)

Director - Vice Chairman

Director – Chairman of the Board

Jerry Glauser (8)

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Greyt Ventures LLC (12)

Based on 1,367,311,142 shares of vested common stock outstanding as of February 3, 2023.

Based on 1,367,311,142 shares of vested common stock and 100 Series C Preferred Shares outstanding as of February 3, 2023.

Bhupendra Kumar Modi (13)

Less than 1%.

Based on 6,125,482 shares of vested common stock outstanding as of January 28, 2024.

Based on 6,125,482 shares of vested common stock and 100 Series C Preferred Shares outstanding as of January 28, 2024.

The shares of common stock and the Series C Preferred Shares vote together as a single class on all matters presented to stockholders, except as required by Nevada law.

Each Series C Preferred Share entitles the holder to 51.0% of the combined voting power of the Company’s capital stock and an aggregate of 51.0% for all 100 Series C Preferred Shares outstanding, notwithstanding the number of shares of common stock outstanding.

Includes vested warrants to purchase 47,500 shares of common stock of the Company under the Plan and warrants to purchase 23,750 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2024.

Includes warrants to purchase 187,500 shares of common stock of the Company.

Does not include 15,000,000 shares of common stock issued to Mr.

Bothwell which vest on December 31, 2023.

Does not include 15,000,000 shares of common stock issued to Dr.

Maria Mitrani which vest on December 31, 2023.

Includes 151,790,190 shares of common stock held by Albert Mitrani, Dr.

Mitrani’s husband which does not include 15,000,000 shares of common stock issued to Albert Mitrani which vest on December 31, 2023.

Includes warrants to purchase 15,750 shares of common stock of the Company.

Does not include 5,000,000 shares of common stock issued to Mr.

Shapiro which vest on December 31, 2023.

Does not include 15,000,000 shares of common stock issued to Albert Mitrani which vest on December 31, 2023.

Includes 101,707,800 shares of common stock held by Dr.

Maria Mitrani, Albert Mitrani’s wife which does not include 15,000,000 shares of common stock issued to Dr.

Mitrani which vest on December 31, 2023.

Represents 50,000,000 shares of common stock held of record by Beyond 100 FZE and 50,000,000 shares of common stock held of record by Smart Co.

Ltd., each of which Dr.

Modi is the sole beneficial owner.

Includes vested warrants to purchase 367,123 shares of common stock of the Company and warrants to purchase 166,667 shares of common stock of the Company that vest within 60 days of February 3, 2023.

Includes vested warrants to purchase 125,000 shares of common stock of the Company under the Plan and warrants to purchase 62,500 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2024.

Includes vested warrants to purchase 5,000 shares of common stock of the Company.

Includes 62,500 shares of common stock held of record by Stearn Enterprises LLC, of which Mr.

Stearn is the sole beneficial owner.

Includes vested warrants to purchase 367,123 shares of common stock of the Company and warrants to purchase 166,667 shares of common stock of the Company that vest within 60 days of February 3, 2023.

Includes vested warrants to purchase 5,000 shares of common stock of the Company.

812 Meridian Lane, Hollywood FL 33020.

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Wendy Grey is the sole member and manager.

The Company has not received any filings by a third party indicating beneficial ownership of more than 5% of our outstanding voting capital stock that are not listed herein.

6 Marina Boulevard # 63-18, Singapore 018985.

Represents 250,000 shares of common stock held of record by Beyond 100 FZE and 250,000 shares of common stock held of record by Smart Co.

Ltd., each of which Dr.

Modi is the sole beneficial owner.

The Company has not received any other filings by a third party indicating beneficial ownership of more than 5% of our outstanding voting capital stock that are not listed herein.

The persons named above have full voting and investment power with respect to the shares indicated.

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Accordingly, more than one person may be deemed to be a beneficial owner of the same security.

Authorized for Issuance under Equity Compensation Plans

Beneficial ownership is determined in accordance with SEC rules and includes only vested securities and those securities which a person or entity may have the right to acquire and/or vest in the next 60 days, but excludes shares of common stock underlying options or other convertible securities held by any other person.

Except as noted otherwise, the amounts reflected above are based upon information provided to the Company and filings with the SEC.

Securities Authorized for Issuance under Equity Compensation Plans

Plan category

Number of securities to be issued upon

exercise of outstanding options, warrants and rights

Weighted-average exercise price of

outstanding options, warrants and rights

Number of securities remaining

available for future issuance under equity compensation plans (excluding securities reflected in column (a))

securities to be

issued upon exercise of

outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

securities remaining

available for future

issuance under equity

compensation plans

(excluding securities

reflected in column (a))

Board Stock Compensation Plan (1)

2021 Equity Incentive Plan

The Company is no longer using the Board Plan to compensate its non-executive directors.

The Company is no longer using the Board Stock Compensation Plan to compensate its non-executive directors.

Certain Relationships and Related Transactions and Director Independence.

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Once our board of directors is comprised of a majority of independent directors, we anticipate that such transactions will require approval or ratification by a majority of our independent directors or a committee of the board of directors consisting of independent directors.

Until July 31, 2022, the Company’ leased administrative office space located at 515 North Shore Drive, Miami Beach, Florida 33141, from MariLuna, LLC, a Florida limited liability company which is owned by Dr.

Maria Mitrani, the Chief Science Officer and director of the Company at a monthly rent of $3,500.

The lease was to expire in June 2023.

In addition, since October 2020 and until July 31, 2022, we have been party to a second lease with MariLuna LLC for office space located in Aspen, Colorado at a monthly rent of $6,500.

The Company previously leased certain office space from MariLuna, LLC, a Florida limited liability company which is owned by a former executive officer and director.

The lease agreement was terminated effective July 31, 2022.

Total rent expense for the year ended October 31, 2022 was $31,500.

Commencing October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, Colorado.

The initial term of the lease was for one year, expiring on September 30, 2021 and the lease was subsequently extended on a month to month basis.

Both leases were terminated by agreement of the Company and MariLuna, LLC, retroactive to July 31, 2022 in connection with the August 19, 2022 funding and corporate restructuring transaction.

The lease agreement was terminated effective July 31, 2022.

Total rent expense for the year ended October 31, 2022 was $58,500.

Reimbursements

In its employment agreement with Ian Bothwell, the Company agreed to reimburse Rover Advanced Technologies, LLC, a company owned and controlled by Mr.

In connection with Mr.

Bothwell’s executive employment agreement, the Company agreed to reimburse Rover Advanced Technologies, LLC (“ Rover ”), a company owned and controlled by Mr.

Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $41,648 and $36,352 for the years ended October 31, 2023 and 2022, respectively.

In connection with the August 19, 2022 funding and corporate restructuring transaction, the Company and Mr.

Bothwell agreed to terminate the reimbursement arrangement effective October 31, 2022.

The Company and Mr.

Bothwell are reviewing the payments to be reimbursed as a result of the corporate restructuring transaction.

Beginning November 2022, the Company no longer reimbursed for office expenses and other direct expenses of Rover.

Advances by Executive Officers

From time to time, Mr.

Bothwell and/or his respective affiliates have advanced funds to the Company to pay for certain expenses of the Company.

As of October 31, 2022 and October 31, 2021, $0 and $6,253 respectively, is owed to Mr.

Bothwell and/or his respective affiliates.

Iglesias, the Company’s former Chief Executive Officer, and/or his affiliates advanced funds to the Company to pay for certain expenses of the Company.

As of each of October 31, 2022 AND October 31, 2021, $220,897 was owed to Mr.

Iglesias and/or his affiliates, respectively.

Iglesias also personally guaranteed a $100,000 credit facility secured by the Company in September 2019.

Manuel Iglesias, the Company’s former Chief Executive Officer, and/or his affiliates (“ Iglesias ”) previously advanced funds to the Company to pay for certain expenses of the Company.

At October 31, 2023 and October 31, 2022, advances payable to the former executive were $220,897.

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

Interests in Affiliated Entities

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 a privately held skin-care formulator ( “Formulator ”).

At the time of the investment, both Greyt Ventures, LLC and Skycrest Holdings, LLC, controlling stockholders 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.

In addition, the Company’s Chief Medical Officer was granted an option by Formulator 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 Chief Medical Officer.

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

Sales to Related Parties

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.

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.

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.

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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 $13,820 and $32,655, respectively.

Principal Accounting Fees and Services.

Our independent registered public accounting firm is Marcum LLP (“ Marcum ”).

Weinberg & Company P.A.

(“ Weinberg ”) as served as the Company’s independent registered public accounting firm for the fiscal year ended October 31, 2023 and Marcum LLP (“ Marcum ”) served as the Company’s independent registered public accounting firm for the fiscal year ended October 31, 2022.

The aggregate fees billed the Company for the fiscal years ended October 31, 2023 and October 31, 2022 for professional services rendered by our principal accountants for their audit of our annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

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Pre-Approval Policies and Procedures

We have not used Marcum for financial information system design and implementation.

We have not used Weinberg or Marcum for financial information system design and implementation.

These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers.

We did not engage Marcum to provide compliance outsourcing services.

We did not engage Weinberg or Marcum to provide compliance outsourcing services.

Our board of directors pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by Marcum and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independence.

The board of directors has considered the nature and amount of fees billed by Weinberg (and previously Marcum) and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independence.

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Report:

Financial Statements.

The following consolidated financial statements and the report of our independent registered public accounting firm, are filed as “ Item 8.

Financial Statements and Supplementary Data ” of this Report:

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

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

Notes to Consolidated Financial Statements

Financial Statement Schedules.

Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

Plan and Agreement of Reorganization, dated April 23, 2018, between Management and Business Associates, LLC and Biotech Products Services and Research, Inc.

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Amendment to Dr.

Maria Ines Mitrani Employment Agreement, dated February 9, 2023(filed herewith)

Amendment to Albert Mitrani Employment Agreement, dated February 9, 2023 (filed herewith)

Amendment to Ian Bothwell Employment Agreement, dated February 9, 2023 (filed herewith)

Maria Ines Mitrani Employment Agreement, dated February 9, 2023 (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2023 and incorporated by reference herein)

Amendment to Albert Mitrani Employment Agreement, dated February 9, 2023 (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2023 and incorporated by reference herein)

Amendment to Ian Bothwell Employment Agreement, dated February 9, 2023 (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2023 and incorporated by reference herein)

Employment Agreement with Dr.

Harry Leider (Filed an exhibit to the Registrant’s Form 8-K filed on June 6, 2023 and incorporated by reference herein)

Employment Agreement with Dr.

Howard Golub (Filed an exhibit to the Registrant’s Form 8-K filed on June 6, 2023 and incorporated by reference herein)

Subsidiaries of the Registrant (Filed as an exhibit to the Amendment No.

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333-267563) and incorporated by reference herein)

Consent of Weinberg & Company P.A.

(filed herewith)

Consent of Marcum LLP (filed herewith)

Rule 13(a)-14(a)/15(d)-14(a) Certification (filed herewith)

Section 1350 Certification (filed herewith)

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer (filed herewith)

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer (filed herewith)

Section 1350 Certification of Chief Executive Officer (filed herewith)

Section 1350 Certification of Chief Financial Officer (filed herewith)

XBRL Instance Document

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ORGANICELL REGENERATIVE MEDICINE, INC.

Interim Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

February 14, 2023

/s/ HARRY LEIDER

Harry Leider, M.D.

Chief Executive Officer

(Principal Executive Officer)

January 29, 2024

Chief Financial Officer

(Principal Financial and Accounting Officer)

January 29, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Interim Chief Executive Officer, Chief Financial Officer, Director (Principal Executive, Financial and Accounting Officer)

February 14, 2023

/s/ Maria Ines Mitrani

Chief Science Officer, Director

February 14, 2023

Maria Ines Mitrani

/s/ George Shapiro

/s/ Harry Leider, M.D.

Chief Executive Officer, Director

January 29, 2024

Harry Leider, M.D.

(Principal Executive Officer)

Chief Financial Officer, Director

January 29, 2024

(Principal Financial and Accounting Officer)

/s/ George Shapiro, M.D.

Chief Medical Officer, Director

February 14, 2023

George Shapiro

/s/ Bhupendra Kumar Modi

January 29, 2024

George Shapiro, M.D.

/s/ Chuck Bretz

Director and Chairman of the Board

February 14, 2023

Bhupendra Kumar Modi

Director and Vice Chairman of the Board

February 14, 2023

/s/ Gurvinder

February 14, 2023

January 29, 2024

/s/ Gurvinder Pal Singh

January 29, 2024

Gurvinder Pal Singh

Jerry Glauser

February 14, 2023

January 29, 2024

Jerry Glauser

February 14, 2023

/s/ Leathem Stearn

January 29, 2024

Leathem Stearn

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 9A. Controls and Procedures