Zeo ScientifiX, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Controls and Procedures. In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period. Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2023, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting General Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of October 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework of 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. 53 Based on that evaluation under this framework, our management concluded that as of October 31, 2023, our internal control over financial reporting was not effective because of the following material weaknesses: ● Due to our small number of employees and resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed. ● Due to our small number of employees and resources, we have limited segregation of duties, as a result of which do not have the ability to implement internal controls over the granting of access to our IT environment. ● As a result of the limited number of accounting personnel, we rely on inexperienced staff and outside consultants for the preparation of our financial reports, including tax preparation, which could require adjustments and lead to overlooking items requiring disclosure. ● As a result of the Company’s limited financial and personnel resources, there may be difficulties in timely analyzing and identifying potential operational and disclosure transactions within management and to comply with financial reporting regulations. Management’s Remediation Initiatives In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have expanded our accounting and administrative support staff during the fiscal year ended October 31, 2023. We also continue to engage outside tax consultants to assist in advising the Company in tax matters on an ongoing basis. If and when the Company obtains sufficient capital resources, the Company intends to hire additional personnel with sufficient U.S. GAAP knowledge and business experience and to segregate appropriate duties among them. The Company has also begun efforts to further automate its accounting, sales ordering and inventory management functions. 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). 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. 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. Item 9B. Other Information. None. 54 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Below are the names of and certain information regarding the Company’s current executive officers and directors: Name: Age: Position: Director or Officer Since: Dr. Harry Leider 66 Chief Executive Officer and Director June 6, 2023 Ian T. Bothwell 63 Chief Financial Officer and Director November 4, 2016 Dr. Howard L. Golub 71 Executive Vice President and Chief Science Officer June 6, 2023 Dr. George Shapiro 63 Chief Medical Officer and Director February 7, 2019 Chuck Bretz 66 Director – Chairman of the Board September 23, 2022 Gurvinder Pal Singh 62 Director September 23, 2022 S. Jerry Glauser 76 Director September 23, 2022 Leathem Stearn 75 Director September 23, 2022 Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified. Executive officers are appointed by, and serve at the pleasure of, the board of directors of the Company, subject to any contractual arrangements. Professional Experience Dr. 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. Ian T. Bothwell was elected as a member of the board of directors of the Company effective September 11, 2019. Mr. Bothwell previously served as a member of the board of directors of the Company from March 8, 2017 until his resignation in April 2018, when the Company executed a Plan and Agreement of Reorganization. Mr. Bothwell serves as the Chief Financial Officer of the Company, a position he has held since November 4, 2016. 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. Bothwell served in various executive positions for Central Energy GP LLC, the general partner of Central Energy Partners LP, a previously publicly traded master limited partnership. From July 2007 through November 2015, Mr. Bothwell served as President and a director of Regional Enterprises, Inc. Since April 2007, Mr. Bothwell has served as the President and controlling member of Rover Advanced Technologies, LLC, a company formed to provide management solutions to the public transportation industry. Since 2015, Mr. Bothwell has also served as the President and controlling member of CountOnMe Inc., a company that provides software solutions for the educational industry. Mr. Bothwell received his Bachelor of Science in Business Administration from Boston University in 1984. 55 Dr. Howard L. 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. Dr. George Shapiro was elected as a member of the board of directors of the Company effective February 2019. Since September 2018, Dr. Shapiro has served as the Company’s Chief Medical Officer. George C. Shapiro has been in practice for over 27 years. His career in medicine began in 1988 when he graduated from New York Medical College. An internship and residency then followed at Albert Einstein college of Medicine, after which, Dr. Shapiro completed a Cardiovascular Disease fellowship at Columbia University College of Physicians and Surgeons in 1994. Dr. Shapiro is currently a cardiologist in private practice. Chuck Bretz became a director of the Company and Vice Chairman of the Board on September 23, 2022. Mr. Bretz has been a practicing attorney for the last 40 years in both the private and public sectors. Since 1999, Mr. Bretz, has been a principal of the Joliet, Illinois law firm he founded, which is now known as Chuck Bretz & Associates, P.C. The firm advises various businesses in multiple commercial and real estate matters. Mr. Bretz is also currently actively involved in advising entrepreneurs across the country in structuring and negotiating business and real estate transactions. We believe that his combination of legal and business experience brings value to the Company as a member of our board of directors and as its Vice-Chairman. Gurvinder Pal Singh joined our Board of Directors on September 23, 2022, has over 35 years of professional experience in business strategy, corporate finance and financial accounting covering varied areas such as mergers and acquisitions, statutory compliance, capital raising, budgeting and internal controls, audit, financial management, risk management, investor relations and tax planning. Since 1996, he has served as Chief Finance Officer of Modi Holdings, whose holdings include various companies in India, Singapore and the U.S., in the fields of mobile services, mobile devices, mobile retain, healthcare, new energy and wellness. Mr. Singh is a graduate of the University of New Delhi and a Chartered Accountant in India. Given his varied and extensive finance and business experience, we believe that he will be a valuable addition to Organicell as a member of the board of directors. S. Jerry Glauser joined the Company’s board of directors on September 23, 2022. He has been in the automobile business for 50 years, starting in the family business in South New Jersey. In 1973, Mr. Glauser bought his first dealership in Sarasota Florida and over the next three decades expanded to ownership of a dozen dealerships in Florida. In 2004, he sold his Florida dealerships and acquired a Mercedes-Benz dealership in Denver, Colorado, which he sold in 2006. He then bought a Mercedes-Benz dealership in Houston, Texas, which he operated until its sale. For the last eight years, Mr. Glauser has been a private investor in various biotech companies and real estate ventures. We believe that his over half century of business experience brings a unique perspective to the board of directors. Leathem Stearn joined the board of directors on September 23, 2002. Since 1970, Mr. Stearn been an inventor, designer, entrepreneur and investor in various industries and with multiple companies. In 1986, Mr. Stearn founded Scunci International, LLC, where he developed the “Scrunchy” product and Scunci Brand of women hair accessories. He managed the Company until its sale in 1988, but continues to hold and license the Scunci Trademark ® world-wide. From 1992 to1995, Mr. Stearn was a partner and CEO of Artnet, a company which he co-founded that became the leading art information company in the Art industry. Mr. Stearn has also founded or co-founded, developed and managed a number of other ventures including; Showcase International, LLC (from 1989 to 1992), which developed the first entertainment industry multi-media portfolio database; Smith Stearn Yachts LLC (from 2004 to 2010), which developed and operated a yacht sharing business and a number of other companies in the maritime industry. The Company believes that Mr. Stearn’s diverse experience makes him a valuable addition to the board of directors. 56 Family Relationships None. Board Committees The Board has established three standing committees; an audit committee, a compensation committee and a nominating and corporate governance committee. The members of the audit committee are Messrs. Singh and Glauser, with Mr. Singh acting as Chairman, the members of the compensation committee are Mr. Bretz and Mr. 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. Independence 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. At the time of the listing of our common stock for trading on the Nasdaq Stock Market, we are required to certify to the Nasdaq Stock Market, that our audit committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% 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, 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). 57 Item 11. Executive Compensation. The following table sets forth information concerning the total compensation paid or accrued by the Company during the last two fiscal years indicated to (i) all individuals that served as the Company’s principal executive officer or acted in a similar capacity for the Company at any time during the fiscal years ended October 31, 2023 and 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 $100,000. SUMMARY COMPENSATION TABLE Name and Principal Position Fiscal Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Consideration ($) Total Actually Received ($) Harry Leider, MD 2023 135,584 -0- -0- 95,000 (1) -0- -0- 4,383 (12) 234,967 Chief Executive Officer (1) 2022 -0- -0- -0- -0- -0- -0- -0- -0- Ian T. Bothwell, 2023 166,667 -0- -0- -0- -0- -0- 41,648 (8) 208,315 Chief Financial Officer (2) 2022 300,000 200,000 -0- -0- -0- -0- 35,957 (8) 80,119 (6) Matthew Sinnreich, 2023 -0- -0- 49,618 (3) -0- -0- -0- -0- 49,618 (3) Former Acting Chief Executive Officer (3) 2022 -0- 300,000 571,353 (3) 1,332,000 (3) -0- -0- -0- 2,203,353 (3) Howard Golub, 2023 62,500 -0- -0- 250,000 (4) -0- -0- -0- 312,500 Chief Science Officer and Executive Vice President (4) 2022 -0- -0- -0- -0- -0- -0- -0- -0- Dr. George Shapiro, 2023 100,000 -0- -0- -0- -0- -0- -0- 100,000 Chief Medical Officer (5) 2022 85,500 -0- -0- -0- -0- -0- -0- 7,740 (7) Albert Mitrani - 2023 93,750 -0- -0- -0- -0- -0- 22,834 (11) 116,584 Former CEO, President and Executive Vice President of Sales (9) 2022 428,623 -0- -0- -0- -0- -0- 83,243 (11) 79,479 (10) (1) Dr. 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. (2) Mr. Bothwell has served as Chief Financial Officer of the Company since November 4, 2016. From November 22, 2022 through June 6, 2023, he served as Interim Chief Executive Officer. (3) 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 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. Mr. 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. 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. 58 (4) Dr. 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. (5) Dr. George Shapiro has served as the Chief Medical Officer of the Company since September 2018. (6) 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. 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. (7) 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 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. (8) Ian Bothwell received benefits totaling approximately $41,648 and $35,957 during fiscal years ended October 31, 2023 and 2022, respectively. (9) 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. Mr. Mitrani was terminated in May 2023. (10) $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. (11) Albert Mitrani and his wife, Dr. Maria I. 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. (12) Dr. 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. Dr. 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. Dr. 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. 59 Dr. 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. Ian T. Bothwell Mr. 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. Dr. Golub’s employment agreement provides for a base salary of $150,000 per year. Dr. 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). Dr. 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. Dr. 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. Dr. 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. 60 Outstanding Equity Awards at Fiscal Year-End Option Awards Stock Awards Name (a) Number of Securities Underlying Unexercised Options Exercisable (b) Number of Securities Underlying Unexercised Options Unexercisable (c) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (d) Option Exercise Price (e) Option Expiration Date (f) Stock Awards Number of Shares or Units of Stock That Have Not Vested (g) Market Value of Shares or Units of Stock That Have Not Vested (h) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (i) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Other Rights That Have Not Vested (j) Dr. Harry Leider 39,583 245,417 285,000 $ 2.40 06/06/28 - - - $ - Ian T. Bothwell 37,500 - - $ 5.60 02/26/30 - - 75,000 $ 133,500 (1) 150,000 - - $ 4.00 07/13/32 - - - $ - Dr. Howard Golub 104,167 145,833 250,000 $ 2.40 06/06/28 - - - $ - Dr. George Shapiro 15,750 - - $ 4.00 07/13/32 - - 25,000 $ 44,500 (1) (1) Based on the closing stock price of $1.78 on October 31, 2023. 2021 Plan In September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “ Award ”) to any person who is an employee or director of, or consultant to the Company. The maximum aggregate number of shares that may be issued pursuant to all Awards was 1,250,000 shares. On June 6, 2023, the Company’s board of directors and stockholders holding a majority of the Company’s voting power, approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 1,250,000 shares to 2,500,000 shares. The 2021 Plan is administered by (a) the board of the directors of the Company; or (b) a committee designated by the board, which Committee shall be constituted in such a manner as to satisfy the applicable laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such committee shall continue to serve in its designated capacity until otherwise directed by the board. The board of directors may at any time amend, suspend, or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws. As of October 31, 2023, a total of 900,500 shares of our common stock (net of 181,500 shares of our common stock redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding. 61 Compensation of Directors Table The following table summarizes all compensation paid to our non-executive directors for the fiscal year ended October 31, 2023. Name Fees Earned Or Paid In Cash ($) Option/Equity Awards (#) Non-Equity Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Dr. Bhupendra Kumar Modi (1) - - - - - - Chuck Bretz - - - - - - Jerry Glauser - - - - - - Leathem Stearn - - - - - - Gurvinder Pal Singh - - - - - - (1) Mr. Modi stepped down as a director in June 2023. Narrative Disclosure to the Director Compensation Table Each of our non-executive directors will be party to a Director’s Service Agreement. Pursuant to that agreement, non-employee directors (other than Dr. Modi) will be compensated for their services by the annual issuance of warrants to acquire up to 5,000 shares of the Company’s common stock at an exercise price equal to fair market value of the common stock as of the date of grant (the “ Director Warrants ”). The Director Warrants shall be exercisable for a period of ten (10) years from the date of grant and shall vest in equal monthly installments of 416.67 shares, subject to continued service by the director as a member of the board of directors. The agreement will also provide for indemnification of directors to the fullest extent permitted by Nevada law. 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. Code of Ethics Due to our small size, we have not adopted a Code of Ethics and Business Conduct that applies to our officers, directors and employees. We intend to adopt a Code of Ethics and Business Conduct in the near future as we grow our operations and hire additional employees. 62 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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: Officers and Directors Title Shares % of Class (1) % of Voting Power (2) Harry Leider, M.D. (3) Chief Executive Officer and Director 76,497 1.23 % * Ian Bothwell (4) Chief Financial Officer and Director 927,594 14.69 % 7.20 % Dr. George Shapiro (5) Chief Medical Officer and Director 418,771 6.82 % 3.34 % Howard L. Golub, M.D. (6) Executive Vice President and Chief Science Officer 187,500 2.97 % 1.46 % Chuck Bretz (7) Director – Chairman of the Board 5,000 * * Jerry Glauser (8) Director 138,333 2.26 % 1.11 % Leathem Stearn (9) Director 70,833 1.16 % * Gurvinder Pal Singh (10) Director 5,000 * * All officers and directors as a group (8 persons) 1,829,528 27.69 % 13.57 % Other 5% or Greater Stockholders Skycrest Holdings LLC (11) 1,008,604 14.67 % 32.69 % Greyt Ventures LLC (12) 1,000,000 14.54 % 32.63 % Dr. Bhupendra Kumar Modi (13) 500,000 8.16 % 4.00 % * Less than 1%. (1) Based on 6,125,482 shares of vested common stock outstanding as of January 28, 2024. (2) 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. (3) 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. (4) Includes warrants to purchase 187,500 shares of common stock of the Company. (5) Includes warrants to purchase 15,750 shares of common stock of the Company. (6) 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. (7) Includes vested warrants to purchase 5,000 shares of common stock of the Company. 63 (8) Includes vested warrants to purchase 5,000 shares of common stock of the Company. (9) 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 5,000 shares of common stock of the Company. (10) Includes vested warrants to purchase 5,000 shares of common stock of the Company. (11) 812 Meridian Lane, Hollywood FL 33020. Represents 258,604 shares of common stock, warrants to purchase 750,000 shares of common stock and 50 Series C Preferred Shares held of record by Skycrest Holdings, LLC, of which Louis Birdman is the managing member. (12) 20533 Biscayne Blvd., Suite 648, Aventura, FL 33180. Represents 250,000 shares of common stock, warrants to purchase 750,000 shares of common stock and 50 Series C Preferred Shares held of record by Greyt Ventures LLC, of which Ms. Wendy Grey is the sole member and manager. (13) 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. Holding Pte. 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. Under the rules of the SEC, a person (or group of persons) is deemed to be a “ beneficial owner ” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. 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)) Board Stock Compensation Plan (1) -0- - 22,570 2021 Equity Incentive Plan 665,000 $2.38 1,599,500 (1) The Company is no longer using the Board Stock Compensation Plan to compensate its non-executive directors. 64 Item 13. Certain Relationships and Related Transactions and Director Independence. Review, Approval and Ratification of Related Party Transactions Review, approval, or ratification of transactions with our executive officers, directors and significant stockholders are subject to approval or ratification by a majority of disinterested directors. Once our board of directors is comprised of a majority of independent directors, we anticipate that such transactions will require approval or ratification by a majority of our independent directors or a committee of the board of directors consisting of independent directors. Leases 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. The lease agreement was terminated effective July 31, 2022. Total rent expense for the year ended October 31, 2022 was $58,500. Reimbursements 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. Beginning November 2022, the Company no longer reimbursed for office expenses and other direct expenses of Rover. Advances by Executive Officers 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. 65 Sales to Related Parties 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. Dr. Shapiro also has an indirect economic interest in the parent company that owns the MSO. 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. George Shapiro the Company’s Chief Medical Officer and a member of the board of directors. Dr. Shapiro also has an indirect economic interest in the parent company that owns the MSO. Item 14. Principal Accounting Fees and Services. 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. Audit Fees 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: Fiscal Year Ended October 31, 2023: $ 150,000 Fiscal Year Ended October 31, 2022: $ 240,000 Audit-Related Fees The aggregate fees billed the Company for the fiscal years ended October 31, 2023 and October 31, 2022 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under Item 9(e)(1) of Schedule 14A. Fiscal Year Ended October 31, 2023: $ 25,000 Fiscal Year Ended October 31, 2022: $ 36,838 66 Tax Fees The aggregate fees billed the Company for the fiscal years ended October 31, 2023 and October 31, 2022 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning. Fiscal Year Ended October 31, 2023: $ 25,213 Fiscal Year Ended October 31, 2022: $ - All Other Fees The aggregate fees billed the Company for the fiscal years ended October 31, 2023 and October 31, 2022 for products and services provided by the principal accountants, other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A. Fiscal Year Ended October 31, 2023: $ - Fiscal Year Ended October 31, 2022: $ - Pre-Approval Policies and Procedures 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 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 Weinberg (and previously Marcum) and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independence. 67 PART IV Item 15. Exhibits and Financial Statement Schedules. The following documents are filed as part of this Report: (1) 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 (2) 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. 68 (3) Exhibits. Exhibit No: Description: 2.1 Plan and Agreement of Reorganization, dated April 23, 2018, between Management and Business Associates, LLC and Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on April 26, 2018 and incorporated by reference herein) 3.1 Articles of Incorporation, as amended (Filed as an exhibit to Registration Statement on Form S-1 filed on September 4, 2012 (File No: 333-183710) and incorporated by reference herein) 3.2 Certificate of Amendment to the Articles of Incorporation (Filed as an exhibit to Form 8-K filed on November 3, 2015 and incorporated by reference herein) 3.3 Amendment to the Certificate of Incorporation of Biotech Products Services and Research, Inc., filed with the Secretary of State of Nevada on July 22, 2017, effective July 10, 2017 (Filed as an exhibit to Form 10-K for the fiscal year ended October 31, 2017 filed on July 7, 2018 and incorporated by reference herein) 3.4 Series A Non-Convertible Preferred Stock Certificate of Designation, effective November 1, 2016 (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein) 3.5 Amendment to Certificate of Designation of Series A Non-Convertible Preferred Stock of Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 3.6 Series B Convertible Preferred Stock Certificate of Designation, effective November 1, 2016 (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein) 3.7 Amendment to the Certificate of Incorporation of Biotech Products Services and Research, Inc., filed with the Secretary of State of Nevada on May 21, 2018, effective June 20, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein) 3.8 Certificate of Correction filed with the Secretary of State of Nevada on June 18, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein) 3.9 Certificate of Withdrawal filed with the Secretary of State of Nevada on June 14, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein) 3.10 Amended and Restated By-laws of Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 3.11 Second Amended and Restated By-laws of Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on December 18, 2017 and incorporated by reference herein) 3.12 Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on June 24, 2020, effective June 24, 2020. (Filed as an exhibit to Form 8-K filed on July 14, 2020 and incorporated by reference herein) 3.13 Certificate of Designation of Series C Non-Convertible Preferred Stock (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 3.14 Second Amended and Restated Bylaws (as amended effective August 19, 2021) (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.1 Stock Purchase Agreement dated October 30, 2015 between Biotech Products Services and Research, Inc. and John Goodhew (Filed as an exhibit to Form 8-K filed on November 3, 2015 and incorporated by reference herein) 10.2 Series A Non-Convertible Preferred Stock Share Exchange Agreement, dated November 1, 2016, between Biotech Products Services and Research, Inc. and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein) 10.3 Series B Convertible Preferred Stock Share Exchange Agreement, dated November 1, 2016, between Biotech Products Services and Research, Inc. and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein) 10.4+ Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein) 69 Exhibit No: Description: 10.5+ Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Dr. Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein) 10.6+ Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Dr. Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 10.7+ Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein) 10.8+ Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 10.9+ Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Dr. Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein) 10.10+ Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc. and Dr. Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 10.11+ Employment Agreement, dated March 8, 2017, between Biotech Products Services and Research, Inc. and Terrell Suddarth (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 10.12+ Warrant, dated November 4, 2016, issued to Dr. Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein) 10.13+ Warrant, dated November 4, 2016, issued to Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein) 10.14+ Warrant, dated November 4, 2016, issued to Dr. Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein) 10.15+ Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc. to Dr. Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 10.16+ Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc. to Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 10.17+ Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc. to Dr. Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 10.18+ Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc. to Terrell Suddarth (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein) 10.19 Form of the Securities Purchase Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., each of its Subsidiaries, the Agent, LLC, Dr. Bruce Werber and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein) 10.20 Form of the 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, dated March 29, 2017, of Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein) 10.21 Form of the Security Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., each of its Subsidiaries, and the Agent (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein) 10.22 Form of the Intellectual Property Security Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., and each of its, Subsidiaries, and the Agent (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein) 10.23 Form of the Subsidiary Guarantee, dated March 29, 2017, by and among Biotech Products Services and Research, Inc. and each of its Subsidiaries (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein) 10.24+ Employment Agreement, dated as of May 1, 2017, by and between Peter Taddeo and Mint Organics Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on May 24, 2017 and incorporated by reference herein) 70 Exhibit No: Description: 10.25 Lease Agreement, dated May 23, 2017, by and between Sunwest Office Park, LLC and Anu Life Sciences, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on May 24, 2017 and incorporated by reference herein) 10.26 Asset Purchase Agreement, dated February 5, 2018, by and among Vera Acquisition, LLC, Anu Life Sciences, Inc., Biotech Products Services and Research, Inc. and Controlling Stockholders, and General Surgical Florida, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on February 9, 2018 and incorporated by reference herein) 10.27 Distribution Agreement, dated February 5, 2018, by and between Vera Acquisition, LLC, and Biotech Products Services and Research, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on February 9, 2018 and incorporated by reference herein) 10.28 Separation and General Release Agreement, dated April 6, 2018, by and between Peter Taddeo, and Mint Organics, Inc., Mint Organics Florida, Inc., Biotech Products Services and Research, Inc. and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein) 10.29 Share Purchase and General Release Agreement, dated April 6, 2018, by and between Peter Taddeo and Biotech Products Services and Research, Inc. and Mint Organics, Inc. (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein) 10.30+ Amendment No. 2, dated April 6, 2018, to Employment Agreement between Biotech Products Services and Research, Inc. and Ian T. Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein) 10.31+ Amendment No. 2, dated April 6, 2018, to Employment Agreement between Biotech Products Services and Research, Inc. and Maria I. Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein) 10.32 Form of Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on April 26, 2018 and incorporated by reference herein) 10.33 Form of 2018 6% Convertible Debenture Issued by Biotech Products Services And Research, Inc., a Nevada corporation (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein) 10.34 Consulting Services Agreement effective as of March 30, 2020 between Assure Immune L.L.C and the Company (Filed as an exhibit to the Registrant’s Form 8-K filed on April 30, 2020 and incorporated by reference herein) 10.35+ Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc. and Albert Mitrani dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein) 10.36+ Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc. and Dr. Maria Mitrani dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein) 10.37+ Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc. and Ian T. Bothwell dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein) 10.38+ Warrant for the purchase of shares of common stock of Organicell Regenerative Medicine inc. issued to Ian Bothwell dated February 26, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein) 10.39 Warrant for the purchase of shares of common stock of Organicell Regenerative Medicine inc. issued to Raymond Zoeller dated May 15, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein) 10.40+ 2021 Equity Incentive Plan (Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (File No. 333-26062) and incorporated by reference therein) 10.41+ Exchange Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on November 2, 2021 and incorporated by reference herein) 10.42 Securities Purchase Agreement dated January 11, 2022 with AJB Capital Investment (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2022 and incorporated by reference herein) 10.43 Promissory Note dated January 11, 2022 made in favor of AJB Capital Investment (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2022 and incorporated by reference herein) 10.44 Stock Purchase Agreement with Skycrest Holdings, LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.45 Stock Purchase Agreement with Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 71 Exhibit No: Description: 10.46 Stock Purchase Agreement with Beyond 100 FZE (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.47 Stock Purchase Agreement with Smart Co. Holding Pte. Ltd. (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.48 Consulting Agreement with Skycrest Holdings, LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.49 Consulting Agreement with Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.50 Warrant issued to Skycrest Holdings, LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.51 Warrant issued to Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.52+ Amendment to Albert Mitrani Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.53+ Amendment to Dr. Maria Ines Mitrani Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.54+ Amendment to Ian T. Bothwell Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.55+ Termination of Consulting Arrangement with Dr. George Shapiro (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.56+ Form of Warrant to be issued to Ian T. Bothwell and Dr. George Shapiro (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.57+ Termination of Management and Consulting Performance Plan Awards (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein) 10.58 Purchase Agreement between Organicell and Tysadco Partners LLC, dated September 1, 2022 (Filed as an exhibit to the Registrant’s Form 8-K filed on September 6, 2022 and incorporated by reference herein) 10.59 Registration Rights Agreement between Organicell and Tysadco Partners LLC, dated September 1, 2022 (Filed as an exhibit to the Registrant’s Form 8-K filed on September 6, 2022 and incorporated by reference herein) 10.60+ Form of Director Services Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on September 27, 2022 and incorporated by reference herein) 10.61+ Amendment to Dr. 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) 10.62+ 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) 10.63+ 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) 10.64+ 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) 10.65+ 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) 21.1 Subsidiaries of the Registrant (Filed as an exhibit to the Amendment No. l to the Registrant’s Form S-1 Registration Statement filed on October 20, 2022 (File No. 333-267563) and incorporated by reference herein) 23.1(a)* Consent of Weinberg & Company P.A. (filed herewith) 23.1(b)* Consent of Marcum LLP (filed herewith) 72 Exhibit No: Description: 31.1* Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer (filed herewith) 31.2* Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer (filed herewith) 32.1* Section 1350 Certification of Chief Executive Officer (filed herewith) 32.2* Section 1350 Certification of Chief Financial Officer (filed herewith) 101.INS** XBRL Instance Document 101.SCH** XBRL Taxonomy Extension Schema Document 101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB** XBRL Taxonomy Extension Labels Linkbase Document 101.DEF** XBRL Taxonomy Extension Definition Linkbase Document 101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith. + Management compensation plan or arrangement. ** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or filing for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections. 73 Item 16. Form 10-K Summary. None. 74 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ORGANICELL REGENERATIVE MEDICINE, INC. By: /s/ HARRY LEIDER Harry Leider, M.D. Chief Executive Officer (Principal Executive Officer) January 29, 2024 By: /s/ IAN T. BOTHWELL Ian T. Bothwell 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: Signature Title Date /s/ Harry Leider, M.D. Chief Executive Officer, Director January 29, 2024 Harry Leider, M.D. (Principal Executive Officer) /s/ Ian T. Bothwell Chief Financial Officer, Director January 29, 2024 Ian T. Bothwell (Principal Financial and Accounting Officer) /s/ George Shapiro, M.D. Chief Medical Officer, Director January 29, 2024 George Shapiro, M.D. /s/ Chuck Bretz Director and Chairman of the Board January 29, 2024 Chuck Bretz /s/ Gurvinder Pal Singh Director January 29, 2024 Gurvinder Pal Singh /s/ S. Jerry Glauser Director January 29, 2024 S. Jerry Glauser /s/ Leathem Stearn Director January 29, 2024 Leathem Stearn 75