What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-01-29 compared with 2024-01-29 · 350 added, 674 removed, 451 unchanged (69% of the section changed)

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Organicell Regenerative Medicine, Inc.

Reports of Independent Registered Public Accounting Firms

Zeo ScientifiX, Inc.

Report of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of October 31, 2024 and 2023

5 unchanged sentences

To the Shareholders and Board of Directors of

Organicell Regenerative Medicine, Inc.

Zeo Scientifix, Inc.

Opinion on the Financial Statements

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

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

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

We have audited the accompanying consolidated balance sheets of Zeo Scientifix, Inc.

(the “Company”) as of October 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and the related notes ( collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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

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

As more fully described in Note 3, during the year ended October 31, 2024 the Company incurred significant losses and utilized cash in operations, and had a stockholders’ deficit as of that date.

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

3 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

Accordingly, we express no such opinion.

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

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

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

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

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

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

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

1 unchanged sentence

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

Convertible note transactions

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

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

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

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

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

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

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

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

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

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

Recognition of and presentation of other income

As discussed in Note 15, the Company recognized other income of $751,000 during the year ended October 31, 2024.

Such amount included (i) the write-off of advances from former officer of $221,000;

(ii) a gain related to the termination of a supply agreement of $168,000;

and (iii) commission income of $87,000 not related to the Company’s revenue producing business.

We identified the recognition of other income as a critical audit matter because of the significance of the account balances and the significant management estimates involved in evaluating the appropriateness of the recognition and presentation other income.

The auditing for this transaction required a high degree of audit judgement including evaluating the reasonableness of the significant judgements made by management in determining the appropriate accounting and financial statement presentation.

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

Obtaining and examining related documents supporting the extinguishment of the previously recorded liabilities, and ascertaining the liability extinguishment criteria had been met in accordance with relevant accounting standards.

Obtaining independent legal assessments of the appropriateness of certain of the debt extinguishments recorded during the period.

Obtaining the client’s evaluation of the appropriateness of financial statement presentation of these items as other income outside of loss from operations, including a determination that such items did not result from the Company’s principal revenue activities during the period.

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

/s/ Weinberg & Company P.A.

Weinberg & Company P.A.

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

Los Angeles, CA

January 29, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Organicell Regenerative Medicine, Inc.

Opinion on the Financial Statements

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

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

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

Explanatory Paragraph – Going Concern

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

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

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

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

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

Basis for Opinion

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

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

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

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

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

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

Accordingly, we express no such opinion.

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

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

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum llp

Marcum llp ( PCAOB ID No.

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

Fort Lauderdale, FL

February 14, 2023

Organicell Regenerative Medicine, Inc.

Zeo ScientifiX, Inc.

CONSOLIDATED BALANCE SHEETS

As of October 31, 2024 and 2023

(Amounts rounded to the nearest thousand except share amounts)

Current Assets

Accounts receivable, net of allowance for bad debts

Receivables from related parties

Other receivables

2 unchanged sentences

Property and equipment, net

Other assets – right of use

Security deposits

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

LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

Current Liabilities

2 unchanged sentences

Finance lease obligations

Operating lease obligations

Promissory note, net of debt discount

Convertible promissory note, net of debt discount

Commitment Fee Shortfall Obligation

Commitment to repurchase shares in connection with settlement of litigation

Convertible promissory note, net of debt discount of $ 45,000 and $ 68,000

Deferred revenue

1 unchanged sentence

Long term finance lease obligations

Long term operating lease obligations

Total Liabilities

3 unchanged sentences

100 and 100 shares issued and outstanding, respectively

Stockholders’ (Deficit) Equity

Stockholders’ Deficit

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

2 unchanged sentences

Accumulated deficit

Total Stockholders’ (Deficit) Equity

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

Total Stockholders’ Deficit

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

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

Organicell Regenerative Medicine, Inc.

Zeo ScientifiX, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended October 31, 2024 and 2023

(Amounts rounded to the nearest thousand except share amounts)

Revenues (includes sales to related parties of approximately $ 199,000 and $ 181,000 , respectively)

Cost of revenues

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

General and administrative expenses

Loss from operations

4 unchanged sentences

Gain on sale of assets

Gain from write-off of liabilities attributable to discontinued operations

Net loss per common share - basic and diluted

1 unchanged sentence

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

Organicell Regenerative Medicine, Inc.

Zeo ScientifiX, Inc.

CONSOLIDATED CHANGES TO STOCKHOLDERS’ EQUITY (DEFICIT)

For the Years Ended October 31, 2023 and 2024

(Amounts rounded to the nearest thousand except share amounts)

Stockholders’

1 unchanged sentence

Sale of common stock

Stock-based compensation

Shares issued in Restructuring

Capital contributed by Executive

Warrants issued to executives as payment for outstanding compensation

Executive forgiveness of employment obligations in connection with Restructuring

Commitment to repurchase shares in connection with settlement of litigation

Common stock issued as commitment fee for Promissory Note

Exchange of accounts payable for stock

Stock issued in settlement of litigation

Balance October 31, 2022

Sale of common stock

Stock-based compensation

Fair value of equity instruments issued for compensation:

Fair value of vested shares issued

Fair value of vested options and warrants issued

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

4 unchanged sentences

Balance October 31, 2023

Sale of common stock

Reverse split round-up adjustment

Cancellation of shares in connection with litigation

Purchase of shares in connection with litigation

Exchange of accounts payable for stock

Fair value of equity instruments issued for compensation:

Fair value of vested shares issued

Fair value of vested options issued

Fair value of vested warrants issued

Balance October 31, 2024

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

Organicell Regenerative Medicine, Inc.

Zeo ScientifiX, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended October 31, 2024 and 2023

(Amounts rounded to the nearest thousand except share amounts)

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Depreciation and amortization expense

Amortization of OID and commitment fee discount – Promissory Note

Amortization of OID and commitment fee discount – Promissory notes

Bad debt expense

Change in Commitment Fee Shortfall Obligation

Gain from sale of assets

Gain from write-off of liabilities attributable to discontinued operations

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

Write-off of non-marketable securities

Write-off of advances payable to former officer

Reserve of non-marketable securities – related party

Write-off of receivables from officers and other receivable

Write-off of fixed assets

Reserve for bad debt

Write-off of inventory

Stock issued in settlement of litigation

Stock-based compensation

1 unchanged sentence

Accounts receivable, net of allowance for bad debts

Receivables from related party

Other receivable

1 unchanged sentence

Accounts payable and accrued expenses

Accrued liabilities to management

Security deposits

4 unchanged sentences

Proceeds from sale of assets

Investment in non-marketable equity securities

Investment in non-marketable equity securities – related party

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of notes payable

Proceeds from issuance of Promissory notes

Shares repurchased in connection with litigation

Capital contributed by former executive

Payments on finance leases

Repayments of notes payable

Repayments of Promissory notes

Proceeds from sale of common stock

7 unchanged sentences

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Executive forgiveness of employment obligations in connection with Restructuring

Warrants issued to executives as payment for outstanding compensation

Reduction in accounts payable for equipment returned to vendor

Exchange of shares for payables

Warrants issued in connection with convertible notes

Finance lease assigned to buyer in connection with asset sale

Stock issued in exchange for accounts payable

OID discount on proceeds received from Promissory Note

Stock purchased from payments due on accounts payable

Common stock issued as commitment fee for Promissory Note

Commitment Fee Shortfall Obligation

Commitment to repurchase shares in connection with settlement of litigation

Promissory note issued for past due Professional Fees

Purchase of fixed assets included in accounts payable

Common stock issued in satisfaction of Commitment Fee Shortfall Obligation

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

ORGANICELL REGENERATIVE MEDICINE, INC.

Zeo ScientifiX, Inc.

(Formerly Organicell Regenerative Medicine, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organicell Regenerative Medicine, Inc.

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

Zeo ScientifiX, Inc.

(“ZEO” or the “Company”) (f/k/a Organicell Regenerative Medicine, Inc.) was incorporated on August 9, 2011 in the State of Nevada under the name Bespoke Tricycles Inc.

(changed to Biotech Products Services and Research, Inc.

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

Effective February 20, 2024, we further amended our Articles of Incorporation to assume our current name, Zeo ScientifiX, Inc.

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

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

The Company’s proprietary products, including Zofin™, are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, proteins and cell secreted nanoparticles and Patient Pure X™ (“PPX™”), an autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood (“RAAM Products”).

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

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

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

For the years ended October 31, 2024 and 2023, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers.

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

The Company recently launched a service platform for its first autologous product called Patient Pure X™ (PPX™).

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

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

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

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

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

The Company has recently developed and begun to distribute additional products that incorporate its proprietary ingredients for products to be used in topical aesthetic applications and is actively exploring further development of additional products to be used in other topical aesthetic applications.

Effective November 28, 2023, we implemented a one-for-200 reverse stock split (the “Reverse Split”).

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

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

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

As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was reduced proportionately based on the Reverse Split ratio of one-for-200 and the additional paid-in capital account was credited with the amount by which the stated capital was reduced.

All share and per share amounts referenced herein give effect to the Reverse Split as of the earliest period presented.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

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

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

At October 31, 2024, the Company held in one financial institutions a total of $ 47,000 of cash balances in excess of FDIC insurance coverage limits.

Major Customer

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

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

During the year ended October 31, 2024, the Company sold products and services totaling approximately $ 661,000 ( 14.3 % ) to a large distributor and the distributor’s customers and approximately $ 556,000 ( 12.0 % ) to another large distributor and the distributor’s customers.

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

As of October 31, 2024, the Company had accounts receivable from three customers which comprised 60 % , 17 % and 12 % of its gross accounts receivable, respectively.

As of October 31, 2023, the Company had accounts receivable from one customer which comprised 50 % .

There were no other customers that accounted for more than 10 % of accounts receivable at October 31, 2024 or 2023.

The Company’s sales agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products.

Major Supplier

During the fiscal year ended October 31, 2023, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately $ 113,100 and $ 86,900 or 57.0 % and 43.0 % , respectively, of the total amount of tissue raw material purchased during that period.

The Company has contracts with more than one supplier of the tissue raw material used in manufacturing of its products.

During the fiscal year ended October 31, 2024, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $ 135,000 .

4 unchanged sentences

However, actual results may differ from the estimates.

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

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

Cash Equivalents

5 unchanged sentences

The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions.

The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days.

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

Most of the Company’s sales do not provide for installment payments and amounts are typically due upon invoicing.

However, for those customers that are granted payment terms, the policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days.

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

Management determined that no allowance for bad debts was necessary at October 31, 2024 and 2023.

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

For the years ended October 31, 2024 and 2023, the Company recorded bad debt expense of $ 9,000 and $ 0 , respectively.

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

1 unchanged sentence

At October 31, 2024 and 2023, the Company determined that no reserves were required in connection with our inventory.

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

Property and Equipment

14 unchanged sentences

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

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

The Company evaluated its investment in non-marketable securities at October 31, 2024 and 2023, and determined such investment was impaired.

Leasehold Improvements

2 unchanged sentences

Revenue Recognition

The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts.

The Company follows the guidance of the Financial Accounting Standards Board (“FASB’) Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts.

The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service.

5 unchanged sentences

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

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

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

At October 31, 2024, the Company had 3,522,527 common shares issuable upon the exercise of options and warrants (vested and unvested), 185,000 unvested restricted stock and $ 725,000 of convertible debt securities that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2024.

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

Stock-Based Compensation

11 unchanged sentences

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

In come Taxes

The Company files a consolidated tax return that includes all of its subsidiaries.

10 unchanged sentences

There is a full valuation allowance established for the tax benefit associated with the net losses for the years ended October 31, 2024 and 2023.

Valuation of Derivatives

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability.

In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense).

Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

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

The Company currently has 2,500,000,000 authorized shares of common stock of which 7,283,483 shares are issued and outstanding as of October 31, 2023.

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

Currently the amount of authorized shares is sufficient to provide for the additional shares that the Company may be contingently obligated to issue under existing arrangements.

Fair Value of Financial Instruments

20 unchanged sentences

The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized.

Segment Information

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance.

The Company has one component.

Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for the manufacture and distribution of its products.

Subsequent Events

The Company has evaluated subsequent events that occurred after October 31, 2024 through the financial statement issuance date for subsequent event disclosure or recording.

Recently Issued Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses.

The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory;

employee compensation;

and depreciation and amortization expense for each caption on the income statement where such expenses are included.

The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss.

The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures.

The Company will adopt ASU 2023-07 beginning November 1, 2024.

The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows.

We have reviewed all accounting pronouncements recently issued by the FASB and the SEC.

The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.

NOTE 3 – GOING CONCERN

27 unchanged sentences

As of October 31, 2024, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.

NOTE 4 – RESTRUCTURING

Effective July 13, 2022, the Company entered into (a) a binding letter of intent with Skycrest Holdings, LLC (“Skycrest”) and Greyt Ventures LLC (“Greyt,” and together with Skycrest, the “Skycrest/Greyt Group”) to invest $ 2,000,000 in the Company through the purchase of 500,000 shares of the Company’s common stock (“Shares”) at a price of $ 4.00 per Share;

and (b) effective July 16, 2022, a second binding letter of intent with Beyond 100 FZE, a Dubai company (“Beyond 100,” and together with the Skycrest/Greyt Group, the “Investors”) to invest $ 2,000,000 in the Company through the purchase of 500,000 shares at a price of $ 4.00 per Share.

Pursuant to the binding letters of intent (the “LOIs”), the Company agreed to (a) make certain corporate governance changes as more fully described therein, including allowing the Investors to appoint new independent directors who will comprise a majority of the members of the Board;

(b) enter into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,” and collectively, the “Consulting Agreements”), pursuant to which (i) Skycrest and Greyt will provide certain advisory services to the Company as more fully set forth in the LOIs;

and (ii) Skycrest and Greyt shall each be compensated for their services by the Company issuing to each of them ten year-warrants to purchase 750,000 Shares at an exercise price of $ 4.00 per Share (the “Warrants”), which Warrants will be exercisable on a “cashless” basis;

and (d) make modifications to management compensation, all as more fully set forth in the LOIs.

Contemporaneously with entering into the respective LOIs, the Skycrest/Greyt Group and Beyond 100 each advanced Organicell $400,000 and $300,000, respectively (a total of $700,000) as good faith deposits against the $2,000,000 (a total of $4,000,000) purchase price for the Shares.

On August 19, 2022 (“Closing”), the Company entered into stock purchase agreements (each, an “SPA” and collectively, the “SPAs”) with Skycrest Holdings, LLC (“Skycrest”), Greyt Ventures LLC (“Greyt”), Beyond 100 FZE (“Beyond 100”) and Smart Co.

(“Smart Co,” and together with Skycrest, Greyt and Beyond 100, individually, an “Investor” and collectively, the “Investors”).

Pursuant to the SPAs, the Company issued each Investor 250,000 shares of the Company’s common stock (“Shares”) at a price of $4.00 per Share ($1,000,000).

In addition, under the SPAs with Skycrest and Greyt, the Company issued each of them 50 shares of newly designated Series C Non-Convertible Preferred Stock (the “Series C Preferred Shares”).

The Series C Preferred Shares vote together with Shares of our common stock as a single class on all matters presented to a vote of stockholders, except as required by law and entitle Skycrest and Greyt to each exercise 25.5% of the total voting power of the Company.

The SPAs with Skycrest and Greyt, also grant them the right, acting jointly, to designate a majority of the nominees to be elected to the Company’s board of directors at each annual meeting of the Company’s stockholders (the “Designation Right”).

The Designation Right expires at such time as the Series C Preferred Shares are no longer outstanding.

As a result of the issuance to Skycrest and Grey of the Series C Preferred Stock and the granting to them of the Designation Right, a “Change in Control” of the Company is deemed to have occurred.

The SPA with Beyond 100 grants that Investor a right of first refusal for a period of 18 months from Closing with respect to any bona fide offer, or proposal received by the Company from or agreement in principal reached by the Company with a third party to enter into an exclusive arrangement providing for manufacturing, distributing, licensing, and commercializing any of its existing and/or future products and services to be manufactured, licensed and/or distributed by the Company or any of its subsidiaries in India.

The SPAs also accord the Investors registration rights under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company has agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the “SEC”) within 180 days of Closing and use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 days thereafter.

The registration statement will cover the resale of the Shares pursuant to the SPAs, and in the case of Skycrest and Greyt, the Shares issued or issuable upon exercise of the Consulting Warrants.

The SPAs also provide the Investors “piggy-back” registration rights with respect to their respective Shares.

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

Consulting Agreements

At Closing, the Company also entered into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,” and collectively, the “Consulting Agreements”), pursuant to which (a) Skycrest and Greyt will provide certain advisory services to the Company as more fully set forth therein;

and (b) Skycrest and Greyt are being compensated for their services by the Company issuing to each of them at closing ten (10) year-warrants to purchase 750,000 Shares at an exercise price of $4.00 per Share (the “Consulting Agreement Warrants”), which Warrants are exercisable on a “cashless” basis (see Note 14).

NOTE 4 – INVENTORIES

5 unchanged sentences

Schedule of property and equipment

Computer equipment

Finance lease equipment

Manufacturing equipment

Leasehold improvements

accumulated depreciation and amortization

Total property and equipment, net

As described in Note 8, during the year ended October 31, 2021, the Company began the build-out of additional laboratory processing, product distribution and administrative office capacity at its Basalt Lab (as defined in Note 8).

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

Sale Of Basalt Lab Assets

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

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

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

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

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

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

During February 2024, in connection with the expiration of the lease for certain lab equipment originally valued at $ 240,000 , the Company exercised its buyout option for the equipment for a total cost of $ 1 (see Note 7).

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

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

In connection with the Sale, the Company recorded a gain of $ 341,000 , net of transaction fees of approximately $ 11,000 , during the year ended October 31, 2023.

Depreciation expense totaled $ 74,000 and $ 106,000 for the years ended October 31, 2024 and 2023, respectively.

1 unchanged sentence

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

Schedule of equity in non marketable securities affiliated entity

Schedule of equity in non marketable securities

Equity in non-marketable securities

1 unchanged sentence

Equity in non-marketable securities

During the year ended October 31, 2023, the Company invested $100,000 in cash (representing a 10% equity interest at the time of the investment) in the non-marketable equity securities of one privately held skin-care formulator (“Formulator”) in an effort to accelerate the Company’s development of expertise with respect to the skincare industry and the potential supply of the Company’s products in future topical formulations.

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 Exotropin LLC, a privately held skin-care formulator (“Exotropin”) in an effort to accelerate the Company’s development of expertise with respect to the skincare industry and the potential supply of the Company’s products in future topical formulations.

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

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

At the time of the investment, both Greyt Ventures, LLC and Skycrest Holdings, LLC, principal shareholders of the Company, each owned a 20% interest in the Formulator.

At the time of the investment, both Greyt Ventures, LLC (“ Greyt ”), a principal shareholder of the Company and Skycrest Holdings, LLC, (“ Skycrest ”) a former principal shareholder of the Company, each owned a 20% interest in Exotropin.

In addition, Mr.

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

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

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

Robert Smoley, a consultant and advisor to the Company was also the Chief Operating Officer of Exotropin (until November 2024).

The equity interests of the Company, Greyt and Skycrest in Exotropin were later reduced to 8.96%, 17.93% and 17.93%, respectively, as a result of additional sales of equity interests in Exotropin to outside parties.

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

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

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

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

During the year ended October 31, 2024, pursuant to a capital call notice received from Exotropin, the Company invested an additional $45,000 in cash (representing its 8.96% equity interest at the time of the capital call).

As of October 31, 2024 and 2023, the Company has recorded total reserves against the carrying value of its investment of Exotropin of $ 145,000 and $ 100,000 respectively, based on the limited financial history of Exotropin to date to ascertain the fair value of Exotropin and the Company’s limited rights to control future dilution to the Company’s interests and the timing of available distributions, if any, of Exotropin.

As such, at October 31, 2024 and 2023, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $0.

During November 2024, the Company received a capital call notice from Exotropin, in which the Company’s pro-rata share was $126,000 (“November Capital Call”).

The Company has yet committed to participating in the November Capital Call.

If the Company does not elect to participate, its interest in Exotropin would be reduced to approximately 5.6% based on all other members fulling participating in the November Capital Call.

Sales Representative Agreement

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

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

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

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

In addition, under the terms of the Sales Agreement, the Company and Exotropin also agreed to co-develop a new product offering for the treatment of hair loss to be sold through physicians (“Collaboration”).

Under the terms of the Collaboration, the Company will be responsible for the sales and marketing of the products and the parties will share equally in the net profits from the sales of the products after reimbursement of all direct cash costs incurred by either party in connection with the development, supply and sale of the products.

As of October 31, 2024, $ 87,000 of commissions were earned under the Sales Agreement (see Note 15).

Joint Supply Agreement

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

During September 2023, the Company and Exotropin entered into an agreement whereby Exotropin agreed to supply the Moisturizer that the Company is obligated to supply under the Amended Skincare Agreement.

Pursuant to the Sales Agreement, the Company paid Exotropin $235,000 representing the amount of Initial Purchase Order associated with the Company’s arrangement with Exotropin to supply the Moisturizer (“Moisturizer Prepayment”).

On August 12, 2024, in connection with the mutual agreement to terminate the Amended Skincare Agreement, the Company and Exotropin entered into a settlement and general release (“Release”) whereby the parties released each other from all outstanding duties and/or obligations owed by one party to the other party as set forth in the Release including but not limited to Exotropin’s obligation to supply any Moisturizer to the Company pursuant to the Amended Skincare Agreement and the Company’s obligation to make or place any additional orders to Exotropin for the Moisturizer.

In connection with the Release, Exotropin retained the Moisturizer Prepayment made by the Company to Exotropin, and Exotropin was not obligated to deliver any of the Moisturizer to the Company, including portion of the Moisturizer to be provided in connection with the Moisturizer Prepayment (see Note 14).

NOTE 7 – LEASE OBLIGATIONS

Finance Lease Obligations:

During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $ 239,595 .

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

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

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

The annual interest rate charged in connection with the lease is 4.5 % .

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

During October 2021, the Company entered into a second lease agreement in the amount of $ 304,873 for certain lab equipment that is being installed at the Basalt lab location.

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

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

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

During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $ 240,000 (“Lease Agreement”).

The Lease Agreement was accounted for as a finance lease obligation.

The annual interest rate charged in connection with the lease was 4.5 % .

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

The lease expired in February 2024.

Under the terms of Lease Agreement, the Company exercised its option to acquire all of the leased equipment for a nominal amount upon termination of the Lease Agreement.

During October 2021, the Company entered into a second lease agreement in the amount of $ 305,000 for certain lab equipment that was installed at the Company’s former Basalt lab location.

Under the terms of the lease agreement, the Company was required to make 60 equal monthly payments of $ 6,000 plus applicable sales taxes.

Under the lease agreement, the Company has the option to acquire all of the leased equipment for a nominal amount upon termination of the lease.

The lease agreement is being accounted for as a finance lease obligation.

The annual interest rate charged in connection with the lease is 3.0 % .

Lease payments and depreciation of the leased equipment began during May 2022, the date that the Basalt lab buildout was completed (see below) and the facility became operational.

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

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

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

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

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

Lease payments and depreciation of the leased equipment began during May 2022, the date that the Basalt lab location became operational.

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

On August 7, 2023, in connection with the Company’s sale, transfer and assignment of its Basalt lab location, certain equipment under the second lease agreement that remained at that location were assigned to the purchaser resulting in the reduction of the Company’s remaining aggregate lease obligations by $ 213,000 , and reducing payments under the second lease agreement from $6,000 per month to $1,000 per month.

As of October 31, 2024 and 2023, finance lease obligations were $ 13,000 and $ 36,000 , respectively, of which $ 5,000 and $ 23,000 were current, respectively.

The weighted average remaining term of the Company’s finance lease as of October 31, 2024 was 30 months.

The minimum lease payments pursuant to the finance lease are as follows:

Schedule of minimum lease payment to finance lease

3 unchanged sentences

Present value of finance lease liabilities

Operating Lease:

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

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

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

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

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

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

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

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

Rental expense is $ 6,800 per month and provides for annual increases of 3% or the Denver Aurora Metropolitan CPI index, whichever is greater.

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

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

The Basalt Lab became operational during May 2022.

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

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

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

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

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

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

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

NOTE 8 – RELATED PARTY TRANSACTIONS

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

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

Monthly rent was $ 3,500 .

In connection with the Closing, the lease agreement was terminated effective July 31, 2022 and the deposit was forfeited by the Company (see Note 15).

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

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

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

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

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

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

In connection with Mr.

Bothwell’s executive employment agreements, 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 $ 0 and $ 36,352 for the years ended October 31, 2023 and 2022, respectively.

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

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

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

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

For the year ended October 31, 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.

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

For the year ended October 31, 2022, 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.

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

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

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

At Closing, Dr.

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

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

The proceeds were used for working capital.

At the time of the investment, both Greyt Ventures, LLC and Skycrest Holdings, LLC, principal shareholders in the Company, each owned a 20% interest in the Formulator.

For the year ended October 31, 2024 and 2023, the Company sold a total of approximately $ 199,000 and $ 181,000 of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, of which Dr.

George Shapiro, the Company’s Chief Medical Officer and a member of the board of directors has an indirect economic interest in the parent company that owns the MSO.

At October 31, 2023, advances payable to a former officer were $ 221,000 .

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

During the year ended October 31, 2024, the Company had determined that the statute of limitations had run for the ability of the affiliate to enforce a claim to collect the advances.

As a result, the Company wrote-off the full balance of the advances payable to an affiliate of a former executive of $ 221,000 .

The Company recorded the write-off as other income during the year ended October 31, 2024.

In connection with the sale of securities to an Investor (see Note 12), the Company entered into a supply agreement with an affiliate of the Investor to sell our products to such party and entered into a non-binding term sheet with another affiliate of the Investor pursuant to which such affiliate had the option until October 31, 2024 (subject to various conditions including the negotiation and execution of definitive agreements) to invest in a newly formed subsidiary through which ZEO intended to conduct clinical trials on its present and planned products.

The option was not exercised and has expired.

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 Exotropin (see Note 6).

At the time of the investment, both Greyt Ventures, LLC, a principal shareholder of the Company (“Greyt”) and Skycrest Holdings, LLC, a former principal shareholder of the Company (“Skycrest”), each owned a 20% interest in Exotropin.

In addition, Mr.

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

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

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

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

Robert Smoley, a consultant and advisor to the Company was also the Chief Operating Officer of Exotropin (until November 2024).

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

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

During November 2024, the Company received a capital call notice from Exotropin, in which the Company’s pro-rata share was $126,000 (“November Capital Call”).

The Company has yet committed to participating in the November Capital Call.

If the Company does not elect to participate, its interest in Exotropin would be reduced to approximately 5.6% based on all other members fulling participating in the November Capital Call.

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 unchanged sentences

Clinical trial and research payables

Legal fees payables

Other professional fees payables

Accrued IRS penalty (Note 12)

Legal fees payable

Other professional fees payable

Accrued IRS penalty

Accrued commissions payable

2 unchanged sentences

Total Accounts Payable and Accrued Expenses

During February 2024, the Internal Revenue Service (“IRS”) notified the Company that the Company’s appeal for full abatement of penalties and interest ($ 92,000 as of February 2024) associated with delinquent filed returns for the tax years ended 2012 – 2015 was granted.

The Company recorded the abatement as other income for the year ended October 31, 2024.

NOTE 10 – NOTES PAYABLE

of notes payable

Schedule of notes payable

Convertible Promissory Notes

1 unchanged sentence

Total Notes Payable

Unsecured Promissory Note For Professional Fees Owed

On January 24, 2022, the Company reached an agreement with a professional firm in connection with unpaid legal services owing as of December 31, 2021 in the amount of $ 278,340 (“Unpaid Professional Fees”).

In connection with the agreement, the Company issued the professional firm a promissory note in the amount of $ 256,000 of which the Company was required to make a cash payment of $ 166,000 by January 25, 2022 and twelve monthly payments of $ 7,500 beginning February 28, 2022.

On August 25, 2022, the Company had paid off the entire remaining amount due under the promissory note.

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

Promissory Note – SPA 23

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

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

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

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

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

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

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

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

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

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

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

These costs were amortized over the term of the Extension.

For the year ended October 31, 2023 and 2022, $ 36,889 and $ 323,111 , respectively, of the total discounts recorded in connection with the issuance of the Promissory Note have been amortized.

At February 10, 2023, the date that the Company received notice to repay the Commitment Fee Shortfall Obligation (see below) and October 31, 2022, the fair value of the Commitment Fee Shares was approximately $ 76,200 (valued at $3.30 the closing price of the common stock of the Company on February 10, 2023) and approximately $ 125,500 (valued at $5.44 the closing price of the common stock of the Company on October 31, 2022), respectively.

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

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

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

The Company elected to satisfy the obligation through the issuance of 58,600 shares of common stock based on a Conversion Price as defined in the SPA 22 of $ 3.20 per share, which resulted in a reduction of $ 30,468 from the Commitment Fee Shortfall Obligation recorded as of February 10, 2023.

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

Promissory Note – SPA 23

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

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

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

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

2 unchanged sentences

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

The discount is being amortized over the term of Note.

For the year ended October 31, 2023, $ 308,000 of the total discounts recorded in connection with the issuance of the Note have been amortized.

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

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

Convertible Promissory Notes

9 unchanged sentences

The discount is being amortized over the term of Note.

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

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

For the years ended October 31, 2024 and 2023, $ 23,000 and $ 4,000 of the discounts recorded in connection with the issuance of the Note have been amortized, resulting to unamortized debt discount of $ 45,000 and $ 68,000 as of October 31, 2024 and 2023, respectively.

During the year ended October 31, 2024, the Company has paid $ 64,000 of interest on the Convertible Promissory Notes.

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

NOTE 11 – INCOME TAXES

15 unchanged sentences

Stock-based compensation

Executive Forgiveness of employment obligations In connection with Restructuring

Total income tax expense (benefit)

20 unchanged sentences

The Company may be subject to such limitation.

IRS Penalties

The Company’s income tax returns for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”) until August 2017 (“Delinquent Filed Returns”).

The Company’s income tax returns for the tax year ended October 31, 2016 were filed with the IRS during December 2017.

In connection with the Delinquent Filed Returns, during the period September 2017 through October 2017, the Company received notices that it was being assessed approximately $ 90,000 of penalties, plus interest (“IRS Penalties”), in connection with the late filing of certain information returns that were included as part of the Delinquent Filed Returns.

In connection with the notices, the IRS indicated its intent to levy property of the Company if the IRS penalties were not paid as required.

During January 2018, the Company requested from the IRS an abatement of the IRS penalties based on reasonable cause.

During April 2018, the IRS notified the Company that the IRS penalties for the tax year ended 2011 of $ 20,000 , plus interest, were abated and the request for abatement for the IRS penalties for the tax years ended 2012 – 2015 were denied.

The Company is currently appealing the initial determination by the IRS to exclude the IRS penalties for the tax years 2012-2015 in its consideration of abatement and filed a “Request for Collection Due Process Equivalent Hearing” (“Request”) in September 2021.

A hearing was held on June 28, 2022 and the Company is awaiting the IRS’ determination.

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

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

I R S Penalties

As of October 31, 2023, the Company had accrued $ 86,000 of accrued tax penalties and interest on the balance sheet in connection with penalties and interest assessed by the Internal Revenue Service (“IRS”) for delinquent income tax returns for the periods since inception through the tax year ended October 31, 2016 that were not filed until December 2017 (“Delinquent Filed Returns”).

The Company filed a “Request for Collection Due Process Equivalent Hearing” (“Request”) in September 2021 seeking an abatement of the penalties and interest.

A hearing was held on June 28, 2022 and during February 2024, the IRS notified the Company that the Company’s appeal for full abatement of penalties and interest ($ 92,000 as of February 2024) associated with the Delinquent Filed Returns was granted.

The Company recorded the abatement as other income for the year ended October 31, 2024.

NOTE 12 – CAPITAL STOCK

3 unchanged sentences

On August 17, 2022, the Company filed a Certificate of Designation for a newly created Series C Non-Convertible Preferred Stock consisting of 100 shares, $ 0.001 par value of authorized but unissued preferred stock of the Company (“Series C Preferred Shares”).

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

The Company initially issued each of Skycrest and Greyt, 50 shares of the Series C Preferred Shares in connection with a “change in control” transaction” consummated in August 2022 (see Note 16).

On December 17, 2024, the Company filed an Amendment (the “Amendment”) to the Certificate of Designation of our Series C Preferred Shares.

The Series C Preferred Shares vote together with shares of our common stock as a single class on all matters presented to a vote of stockholders and represent 51% of the voting control of the Company, except as required by law.

The Series C Preferred Shares are not convertible into common stock, do not have any dividend rights and do have a nominal liquidation preference.

The Series C Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series C Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions.

Issued Shares

In connection with the Closing (see Note 4), on August 19, 2022, the Company issued each of Skycrest and Greyt, 50 shares of the Series C Preferred Shares.

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

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

1 unchanged sentence

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

All share and per share amounts have been retroactively adjusted to reflect the split as if it occurred at the earliest period presented.

Issuances of Common Stock - Sales:

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

The proceeds were used for working capital.

In January 2022, the Company sold an aggregate of 3,333 shares of common stock to one “accredited investor” at $ 6.00 per share for an aggregate purchase price of $ 20,000 .

The purchase price was paid through an offset of an outstanding balance owed by the Company to the investor at the time of the sale of $20,000.

In February 2022, the Company sold an aggregate of 41,667 shares of common stock to one “accredited investor” at $ 6.00 per share for an aggregate purchase price of $ 250,000 .

The proceeds were used for working capital.

During August 2022, in connection with the Closing, the Company sold an aggregate of 1,000,000 shares of common stock to several “accredited investors” at $ 4.00 per share for an aggregate purchase price of $ 4,000,000 .

The proceeds are being used for working capital.

During August 2022 and September 2022, the Company sold an aggregate of 327,500 shares of common stock to four “accredited investors” at $ 8.00 per share for an aggregate purchase price of $ 2,620,000 .

The proceeds are being used for working capital.

On July 8, 2024, the Company completed a $500,000 private financing (“Financing”) with a single accredited investor (“Investor”).

In the Financing, the Company sold and issued to the Investor 250,000 shares of common stock (“Shares”) and warrants to purchase an additional 83,333 Shares (the “Warrants”) (see Note 13).

In connection with the Financing, the Company agreed to provide the Investor certain piggy-back registration rights under the Securities Act of 1933, as amended (“Securities Act”) with respect to the Shares purchased and the Shares underlying the Warrants purchased.

The proceeds are being used for working capital purposes.

Issuances of Common Stock – Stock Based Compensation:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The total value of the stock granted in connection with the amendment of $ 136,000 will be amortized beginning June 4, 2021 over the remaining term of the agreement.

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

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

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

Under the terms of the amendment, the employee agreed to extend the term of the agreement through December 31, 2024 and the Company agreed to increase the employee’s annual salary from $ 180,000 per year to $ 210,000 per year effective January 1, 2022.

In connection with the amendment, the Company agreed to grant the employee 5,000 shares of common stock of the Company to vest quarterly over the remaining term of the agreement (valued at $ 5.80 per share, the closing price of the common stock of the Company on the grant date).

The total value of the stock granted in connection with the amendment was $ 29,000 which will be amortized over the remaining term of the agreement.

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

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

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

As consideration for agreeing to provide consulting services to the Company during the Initial Term, the Company agreed to issue the consultant 35,000 shares of unregistered common stock.

The shares issued were valued at $ 3.60 per share, the closing price of the common stock of the Company on the effective date of the agreement, totaling $ 126,000 .

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

The Company amortized $ 126,000 of stock-based compensation expense during the year ended October 31, 2022.

On June 9, 2022, the Company entered into a consulting agreement with a company affiliated with Mr.

Sinnreich in connection with past and future consulting and advisory services to be provided to the Company.

In connection with the consulting agreement, for the months of June 2022 and July 2022, the Company issued the consultant 8,500 shares and 10,000 shares of unregistered common stock valued at $ 3.80 per share and $ 2.70 per share, the closing price of the common stock of the Company on June 9, 2022 and July 1, 2022, respectively.

All of the shares granted vested immediately on the date of grant.

The Company recorded $ 59,300 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2022.

On July 21, 2022, in connection with the Term Sheet, Mr.

Sinnreich was issued 50,000 shares of restricted common stock that vested immediately upon issuance.

The shares issued were valued at $ 6.80 per share, the closing price of the common stock of the Company on the effective date of the Term Sheet, totaling $343,000.

The Company recorded $ 343,000 of stock-based compensation expense during year ended October 31, 2022.

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

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

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

On November 22, 2022, Mr.

Sinnreich resigned from the Company.

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

Sinnreich’s termination.

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

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

As consideration for agreeing to provide consulting services to the Company, the Company will pay the consultant $15,000 per month and issued the consultant 12,500 shares of unregistered common stock valued at $4.82 per share, the closing price of the common stock of the Company on the effective date of the agreement.

All of the shares granted vested immediately on the date of issuance.

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

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

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

3 unchanged sentences

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

On April 1, 2024, pursuant to the Company’s 2021 Incentive Stock Plan (“Incentive Plan”), the Company’s Board of Directors (“Board”) awarded 125,000 and 62,500 shares of Zeo common stock to Jerry Glauser and Leatham Stern or their nominees, respectively (“Stock Grants”), both members of the Board, valued at $ 2.00 per share, the closing price of the common stock of the Company on the grant date.

The Stock Grants vest in full as of the date of the grant.

The Company recorded a total of $ 375,000 of stock-based compensation expense during the year ended October 31, 2024, in connection with the Stock Grants.

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

Effective January 31, 2024, the Company and a legal firm performing services to the Company agreed to exchange $ 20,000 of legal fees payable due to the legal firm for 20,000 shares of newly issued common stock valued at $ 20,000 , representing a 20% discount to the closing price of the common stock of the Company on the date the arrangement was agreed to by both the Company and the legal firm.

The shares were issued to the legal firm in April 2024.

Equity Line Of Credit Commitment:

During November 2021, the Company entered into an term sheet agreement with Tysadco Partners LLC, a Delaware limited company (“Tysadco”) whereby Tysadco agreed to provide the Company with a $1 0,000,000 equity line of credit facility (“ELOC”), subject to many conditions including the Company determining to proceed with the ELOC, approval and execution of definitive agreements for the ELOC and the Company subsequently filing a registration statement covering the underlying shares to be sold under the ELOC.

The Company was not obligated to proceed with the ELOC or file a registration statement for the ELOC.

In connection with the above, Tysadco agreed to purchase 35,000 restricted common shares of the Company priced at $ 10.00 per share ($350,000) upon such time that the Company initially files the registration statement for the ELOC.

In connection with the above, the Company agreed to pay a commitment fee to the investor in the amount of 15,000 shares of common stock of the Company fully vested (valued at $13.40 per share, the closing price of the common stock of the Company on the date of the agreement).

The Company recorded $ 201,000 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2022.

On September 1, 2022, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Tysadco and a Registration Rights Agreement (the “Registration Rights Agreement”) with Tysadco.

Pursuant to the Purchase Agreement, Tysadco committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 worth of the Company’s common stock (the “Commitment”), over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by Tysadco pursuant to the Purchase Agreement (the “Registration Statement”).

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

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

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

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

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

Pursuant to the Purchase Agreement dated as of September 1, 2022 (“Agreement”), by and between the Company and Tysadco Partners, LLC (“Tysadco”), to provide the Company with a $ 10,000,000 equity line of credit facility (“ELOC”), on December 2, 2022, the Company submitted a put request to Tysadco to purchase 22,282 registered shares at a purchase price of $4.49, for a total of $100,000 (“Put Request”).

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

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

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

Shares Issued - Promissory Note – SPA 22:

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

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

Shares Issued – SPA 23:

As described in Note 11, in connection with the issuance of the Note on March 6, 2023, the Company issued the Purchaser’s 75,000 commitment shares of the Company’s common stock valued at $ 169,500 based on the closing price of the common stock of the Company on the date of the agreement of $2.26 per share.

Shares Issued – Amendment of consulting agreement:

On August 19, 2022 the Company and a consultant (“Consultant”) agreed to an amendment to the consulting agreement whereby the Consultant was issued 25,000 shares of common stock of the Company and received a $ 20,000 cash payment in exchange for satisfaction of approximately $210,000 in outstanding consulting fees due to the Consultant up through August 31, 2022.

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

The shares issued were valued at $4.70 per share, the closing price of the common stock of the Company on the effective date of the settlement, totaling $117,500.

The Company recorded a gain of $72,500 for the year ended October 31, 2022 in connection with the settlement, representing the difference in the fair value of the shares issued and the amount of obligations settled.

Shares Issued – Settlement of Litigation:

As described in Note 15, during April 2022 the Company settled a lawsuit whereby the Company paid LAE $ 45,000 in cash and 10,000 shares of restricted common stock of the Company.

The shares issued were valued at $4.38 per share, the closing price of the common stock of the Company on the effective date of the settlement, totaling $ 43,800 .

Shares Repurchased – Settlement of Litigation:

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

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

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

Management and Consultants Performance Stock Plan

On April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing for the grant to current senior executive members of management and third-party consultants shares of common stock of the Company (“Shares”) based on the achievement of certain defined operational performance milestones (“Milestones”).

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

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

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

2021 Plan and Share Exchange Agreement

On February 23, 2024, pursuant to the Purchase Agreement, the Company provided Tysadco formal notice that it was terminating the Agreement and the ELOC.

Grant of Unvested Restricted Common Stock:

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

1 unchanged sentence

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

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

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;

3 unchanged sentences

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.

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

Unvested Equity Instruments :

A summary of unvested equity instruments outstanding for the years ended October 31, 2023 and 2022 are presented below:

As of October 31, 2024, a total of 1,386,288 Awards (net of 1,211,500 Awards redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding.

As of October 31, 2023, a total of 1,111,250 Awards (net of 676,500 Awards redeposited for future issuance) had been awarded under the 2021 Plan and were issued and outstanding.

A summary of unvested restricted stock activity for the years ended October 31, 2024 and 2023 are presented below:

Schedule of non vested share activity

Outstanding at October 31, 2022

Non-vested Shares at October 31, 2022

Non-vested Shares Granted

Expired/Forfeited

Outstanding at October 31, 2023

Outstanding at October 31, 2021

Non-vested Shares at October 31, 2023

Non-vested Shares Granted

Expired/Forfeited

Non-vested Shares at October 31, 2024

Effective April 1, 2024, the Company entered into sales distribution agreement with a sales and marketing company (“Salesco”).

Salesco will be entitled to receive commissions on sales of the Company’s products to customers introduced by Salesco in the form of cash and common stock of the Company based on sales milestones.

In connection with the agreement, the Company agreed to pay Salesco a monthly advance of $ 15,000 for the first 6 months, provided however, that the last 2 monthly retainers are subject to Salesco achieving a certain minimum amount in sales during the applicable month.

The monthly retainers are to be repaid from commissions earned by Salesco on sales of the Company’s products that are generated through Salesco.

In addition, Salesco was granted 30,000 shares of the Company’s common stock which vests over 2 years, quarterly, except the quarterly vesting period will “cliff vest” upon the Company receiving $ 300,000 in cumulative sales from customers introduced by Salesco.

The agreement may be terminated by the Company upon the six-month anniversary of the agreement.

The 30,000 grant of shares were valued at $2.00 per share, the closing price of the common stock of the Company on the effective date of the agreement.

The Company will amortize $ 60,000 of stock-based compensation expense over the 2 -year vesting terms.

The Company recorded $ 18,000 of stock-based compensation expense during the year ended October 31, 2024, respectively.

During April 2024 thru August 2024, in consideration for agreeing to serve on the Company’s medical advisory board, the Board approved the issuance to a total of twenty individuals an aggregate of 155,000 shares of unregistered common stock valued at ranges between $ 1.04 per share and $ 2.75 per share, the closing price of the common stock of the Company on the respective grant dates.

The shares vest annually over the three-year period from the date of grant.

The Company will amortize $ 271,000 of stock-based compensation expense over a three-year vesting period.

The Company recorded a total of $ 56,000 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2024, respectively.

There was approximately $ 257,000 of unamortized compensation associated with unvested stock grants outstanding as of October 31, 2024 that will be amortized over their respective remaining service periods.

NOTE 13 – STOCK OPTIONS AND WARRANTS

The Company has issued option securities under its Incentive Plan and warrants entitling the holder to purchase shares of its common stock at specified prices and for specified exercise periods.

A summary of the Company’s option activity for the years ended October 31, 2024 and 2023 are presented below:

Schedule of stock options and warrants

Exercise Price

Intrinsic Value

Outstanding at October 31, 2022

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

As of October 31, 2022, the total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which such costs are expected to be recognized was $855,030 and 7.0 months, respectively.

NOTE 14 – WARRANTS

A summary of warrant activity for the years ended October 31, 2023 and 2022 are presented below:

Schedule of warrant activity

Expired/Forfeited

Outstanding at October 31, 2023

2 unchanged sentences

Exercisable at October 31, 2024

During the year ended October 31, 2023, the Board approved the granting of options to purchase 665,000 shares of its common stock to Dr.

Leider, former Chief Executive Officer of the Company, Dr.

Golub, former Chief Operating Officer of the Company and Ms.

Swartz, Chief Product Officer of the Company in accordance with their employment agreements.

The options are exercisable until the fifth anniversary date of the date of issuance and had an aggregate fair value of $ 1,580,000 .

The options vest between one-year and three-year periods.

The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

Schedule of assumptions used for the options granted

Exercise prices

$ 2.28 - $ 2.40

Expected dividends

Expected volatility

Risk free interest rate

Expected term of options

During the year ended October 31, 2023, in connection with the resignation of the Company’s former Chief Executive Officer, Chief Operating Officer and a director, previously granted options in the aggregate of 305,000 were forfeited.

During the year ended October 31, 2024, under its Incentive Plan, the Board approved the granting of options to certain employees, officers and directors to purchase 622,538 shares of its common stock.

The options vest over various periods ranging from 6 months to 3 years, expire five to ten years from the date of grant and had an aggregate fair value of $ 1,438,000 at the date of grant.

The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

Schedule of assumptions used

Exercise prices

$ 2.00 - $ 4.50

Expected dividends

Expected volatility

Risk free interest rate

4.20 % - 4.34

Expected term of options

During the year ended October 31, 2024, all options issued to Dr.

Leider, the former Chief Executive Officer, that were not vested amounting to 190,000 at the time of the expiration of his employment agreement on May 31, 2024, were forfeited.

In addition, all options issued to Dr.

Leider and Dr.

Howard Golub, the former Chief Science Officer, an employee, that were vested amounting to 95,000 , 250,000 , and 20,000 , respectively, at the time of the expiration of their employment agreements, were not exercised by August 31, 2024 as required under the Incentive Plan, and as a result expired.

During the year ended October 31, 2024 and 2023, the Company amortized $ 953,000 and $ 622,000 , respectively, of stock compensation costs associated with options issued.

There was approximately $ 1,284,000 of unamortized compensation associated with options outstanding as of October 31, 2024 that will be amortized over their respective remaining service periods.

A summary of the Company’s warrant activity for the years ended October 31, 2024 and 2023 are presented below:

Schedule of warrant activity

Exercise Price

Intrinsic Value

Outstanding at October 31, 2022

1 unchanged sentence

Outstanding at October 31, 2023

Expired/Forfeited

Outstanding at October 31, 2024

Exercisable at October 31, 2024

On July 21, 2022, the Company issued Mr.

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

Sinnreich’s employment agreement.

The warrant is exercisable for $ 6.80 per share (the closing price of the Company’s common stock on the date of grant), until the tenth anniversary date of the date of issuance.

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

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

All of the warrants vested immediately.

The grant date fair value of the warrants issued was $ 1,332,000 .

The Company recorded $ 1,332,000 of stock-based compensation expense for the year ended October 31, 2022 based on the fair value of these warrants on the grant date.

and (b) Skycrest and Greyt are being compensated for their services by the Company issuing to each of them at closing ten (10) year-warrants to purchase 750,000 Shares at an exercise price of $ 4.00 per Share (the “Consulting Agreement Warrants”), which Warrants are exercisable on a “cashless” basis.

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

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

All of the warrants vested immediately.

The grant date fair value of the warrants issued to Skycrest and Greyt was $ 2,940,000 and $ 2,940,000 , respectively.

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

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

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

All of the warrants vested immediately.

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

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

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

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

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

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

At Closing, Dr.

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

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

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

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

Shapiro was $ 61,740 which amount was applied towards the amount of unpaid and accrued compensation, The remaining balance of unpaid and accrued compensation that was forgiven by Dr.

Shapiro totaling $ 77,760 was recorded as additional paid in capital as of October 31, 2022 (see Note 15).

During August 2022, the Company entered into five separate consulting and employment agreements providing for the issuance of ten-year warrants to purchase an aggregate of 205,750 Shares at exercise prices ranging from $ 4.80 to $ 6.00 per Share, exercisable on a “cashless basis”.

The warrants vest over the term of the agreements that range for 6 months to 2 years.

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

(1) risk free interest rates between 2.60 % - 3.05 % , (2) term of 10 years, (3) expected stock volatility of 143 % , and (4) expected dividend rate of 0 % .

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

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

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

Pursuant to that agreement, non-employee directors 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 of $ 8.80 (the fair market value of the common stock as of the date of grant, exercisable for a period of ten (10) years from the date of grant (“Director Warrants”).

The Director Warrants shall be 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.

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

(1) risk free interest rate 3.69 % , (2) term of 10 years, (3) expected stock volatility of 143 % , and (4) expected dividend rate of 0 % .

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

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

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

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

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

(1) risk free interest rate 2.60 % , (2) term of 10 years, (3) expected stock volatility of 143 % , and (4) expected dividend rate of 0 % .

The grant date fair value of the warrant issued was $ 32,700 .

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

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

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

2023 Warrants

As described in Note 10, in connection with the issuance of the SPA 23 on March 6, 2023, the Company issued the Purchaser’s 50,000 commitment Warrant Shares exercisable for a five-year period at a price of $ 12.00 per share.

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

2 unchanged sentences

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

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

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

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

Leider’s employment agreement.

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

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

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

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

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

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

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

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

Golub’s employment agreement.

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

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

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

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

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

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

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

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

Swartz’s employment agreement.

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

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

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

The warrant vests over a three-year period.

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

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

The Company recorded $ 113,000 as a loan discount which was amortized over the term of the SPA 23.

As described in Note 10, during the period August 2023 through September 2023, the Company sold 2.9 Units (“Units”) to 4 investors in a private offering at a purchase price of $250,000 per Unit for an aggregate purchase price of $ 725,000 .

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

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

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

and (b) 7,813 common stock purchase warrants (the “Warrants”) (an aggregate of 22,656 warrants issued), each entitling the holder to purchase one share of common stock, $ 0.001 par value (“Shares”) at an exercise price of $ 20.00 for a period of five years from the date of issuance.

2024 Warrants

On July 8, 2024, in connection with the Financing (see Note 12), the Company issued the Investor a cashless warrant to purchase an aggregate of 83,333 shares of common stock.

The warrant is exercisable for $ 2.00 per share (the closing price of the Company’s common stock on the date of grant was $1.66), until the tenth anniversary date of the date of issuance.

The exercise price and number of shares issuable upon exercise of the warrant are subject to adjustment to give effect to stock splits, stock dividends and other recapitalization events and the sale of shares at a purchase price less than the exercise price then in effect.

On July 11, 2024, the Company granted warrants to purchase 350,000 shares of common stock to each of two consultants and then principal shareholders to the Company (“Consultants”).

The Warrants vest in equal monthly installments over an eighteen (18) month period from the date of grant.

Once vested, the Warrants are exercisable for a period of ten ( 10 ) years from the date of grant at an exercise price of $ 2.35 per share (subject to adjustment for stock splits, stock dividends and similar recapitalization events).

The Consultants, who are the controlling stockholders of the Company, were also accorded piggy-back registration rights under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock issuable upon exercise of the warrants.

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

(1) risk free interest rate 4.20 % , (2) term of 10 years, (3) expected stock volatility of 159 % , and (4) expected dividend rate of 0 % .

The grant date fair value of the warrants granted to each of the Consultants was $823,000 (total $ 1,645,000 ).

The Company will amortize $1,645,000 of stock-based compensation expense over the vesting period of 18 months.

In August 2024, the Company entered into an agreement with a third party to provide consulting services for a one-year period.

As consideration for agreeing to provide consulting services to the Company, the Company agreed to issue the consultant vested warrants to purchase 100,000 shares of unregistered common stock.

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

(1) risk free interest rate 3.96 % , (2) term of 3 years, (3) expected stock volatility of 147 % , and (4) expected dividend rate of 0 % .

The grant date fair value of the warrants granted was $ 185,000 .

The Company will amortize $ 185,000 of stock-based compensation expense over the term of the consulting agreement.

During the year ended October 31, 2024 and 2023, the Company amortized $ 2,450,000 and $ 2,134,000 , respectively, of stock compensation costs associated with warrants issued.

There was approximately $ 3,005,000 of unamortized compensation associated with warrants outstanding as of October 31, 2024 that will be amortized over their respective remaining service periods.

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

5 unchanged sentences

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

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

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

1 unchanged sentence

During November 2023, the Supplier paid the Company $ 403,000 in connection with the Initial Purchase Order.

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

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

Executive Employment Agreements

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

Bothwell (our Chief Financial Officer), Dr.

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

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

They also contained customary confidentiality and non-competition provisions.

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

Each of Albert Mitrani, Dr.

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

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

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

and (c) deletion of change in control provisions.

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

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

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

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

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

Beginning August 16, 2023, Mr.

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

Albert Mitrani and Dr.

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

The Company, Albert Mitrani and Dr.

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

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

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

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

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

The Company and Mr.

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

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

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

Each of Albert Mitrani, Dr.

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

Each of Albert Mitrani, Dr.

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

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

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.

During August 2023, the Company agreed to extinguish Mr.

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

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

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

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

On April 28, 2023, the Company terminated Dr.

Maria Ines Mitrani as its Chief Scientific Officer and contemporaneously terminated her employment agreement with the Company.

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

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

Bothwell and Mr.

Mitrani, respectively.

As of October 31, 2023 and October 31, 2022, the total amounts due from related parties were $ 0 and $ 128,939 , respectively, and is included in receivables from related party in the accompanying consolidated balance sheets.

Resignation Of Matthew Sinnreich

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

On the Effective Date, 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.

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

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

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

Sinnreich to join the Company, Mr.

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

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

During the first year of the Initial Term, Mr.

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

During the second year of the Initial Term, Mr.

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

On September 13, 2022, Mr.

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

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

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

In July 2023, Mr.

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

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

Chief Executive Officer, Chief Science Officer and Chief Products Officer

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

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

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

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

Leider’s employment agreement provides for a base salary of $ 325,000 per year and the grant of an option under Organicell’s Equity Incentive Plan (“Incentive Plan”) to purchase 285,000 shares of our common stock at a price of $ 2.40 per share (fair market value on the date of grant) (“Leider Option”).

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

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

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

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

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

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

Leider’s employment without Cause or Dr.

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

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

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

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

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

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

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

Golub is also granted an option under the Incentive Plan to purchase 250,000 shares of our common stock at a price of $ 2.40 per share (fair market value on the date of grant) (“Golub Option”).

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

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

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

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

Golub’s employment without Cause or Dr.

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

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

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

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

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

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

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

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

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

Swartz’s employment without Cause or Ms.

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

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

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

Consultant Agreements

Assure Immune LLC

Effective March 29, 2021, the Company and Assure Immune L.L.C (“Consultant”) entered into an amendment (“Amendment”) to the consulting agreement between the parties dated March 30, 2020 (“Agreement”).

Under the terms of the Amendment, the initial term of the Agreement was extended for an additional 2 years (until March 30, 2023) and the terms for eligibility of the Consultants to receive future grants of stock above those stock issuances granted as of the date of the Amendment based on achievement of certain future milestones previously provided for in the Agreement were eliminated.

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

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

On August 19, 2022 the Company and Consultant agreed to an amendment to the consulting agreement whereby the Consultant was issued 25,000 shares of common stock of the Company and received a $20,000 cash payment in exchange for satisfaction of approximately $200,000 in outstanding consulting fees due to the Consultant up through August 31, 2022.

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

The Agreement was not renewed upon its expiration.

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

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

New CRO Agreements

During August 2021, October 2021, and December 2021, the Company entered into agreements with a new CRO to provide ongoing clinical research and related services in connection with two of the Company’s approved clinical research trials (“New CRO Agreements”).

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

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

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

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

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

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

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

Contingent Convertible Obligations Into Equity Securities

Obligations Due Under Executive Employment Agreements

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

Pursuant to Sales Agreement with Exotropin, the Company paid Exotropin $ 235,000 representing the amount of Initial Purchase Order associated with the Company’s arrangement with Exotropin to supply the Moisturizer (“Moisturizer Prepayment”).

On August 12, 2024, in connection with the mutual agreement to terminate the Amended Skincare Agreement, the Company and the Supplier entered into a settlement agreement and general release (“Settlement”).

As of the date of the Settlement, both the Company and Exotropin had yet to deliver the Ingredient or the Moisturizer to the Supplier.

In connection with the Settlement, the parties released each other from all outstanding duties and/or obligations owed by one party to the other party as set forth in the Settlement, including but not limited to the Company’s obligation to supply any Combined Product to the Supplier and the Supplier’s obligation to make or place any additional orders to the Company for the Combined Product.

In connection with the Settlement, the Company retained the $403,000 payment that the Supplier made to the Company in connection with the Initial Purchase Order, and the Company was not obligated to deliver any of the Combined Product to the Supplier, including the portion of the Combined Product to be provided in connection with the Initial Purchase Order.

Concurrent with the execution of the Settlement, the Company and Exotropin entered into a settlement and general release (“Release”) whereby the parties released each other from all outstanding duties and/or obligations owed by one party to the other party as set forth in the Release including but not limited to Exotropin’s obligation to supply any Moisturizer to the Company pursuant to the Amended Skincare Agreement and the Company’s obligation to make or place any additional orders to Exotropin for the Moisturizer.

In connection with the Release, Exotropin retained the Moisturizer Prepayment that was paid by the Company of $235,000 in November 2023, and Exotropin was not obligated to deliver any of the Moisturizer to the Company, including portion of the Moisturizer to be provided in connection with the Moisturizer Prepayment.

As a result of the above settlements, the Company has recorded $ 168,000 of other income during the year ended October 31, 2024 in connection with the net settlement amount associated with the Amended Skincare Agreement.

Deferred Revenue

During the year ended October 31, 2023, the Company received an advance payment of $500,000 in connection with a distribution agreement entered into between the Company and a third party (“Purchaser”) which was to be applied against future invoices for product inventory to be delivered over time which amount was recorded as deferred revenue.

As of October 31, 2023, $101,000 of product inventory was invoiced and delivered reducing the deferred revenue amount to $399,000.

During the period November 1, 2023 thru July 29, 2024, $399,000 of product inventory was invoiced and delivered, reducing the deferred revenue balance to $0.

On August 5, 2024, the Purchaser prepaid an amount of $375,000 to the Company which is to be applied against future invoices for specific product inventory to be delivered over time which amount was initially recorded as deferred revenue.

As of October 31, 2024, $132,000 of product inventory was invoiced and delivered reducing the deferred revenue amount to $ 243,000 .

During July 2024, the Company received an advance payment of $500,000 in connection with a distribution agreement entered into between the Company and an affiliate of the Investor (see Note 11) which was to be applied against future invoices for product inventory to be delivered over time which amount was recorded as deferred revenue.

As of October 31, 2024, $135,000 of product inventory was invoiced and delivered reducing the deferred revenue amount to $ 365,000 .

Amounts received by the Company for products that have yet to be delivered to the customers as of October 31, 2024 and October 31, 2023 are reflected in the Company’s balance sheet as deferred revenues and were comprised of the following:

Schedule of deferred revenue

Advances On Future Purchases Of Inventory

Sales To Customers Not Yet Delivered

Total Deferred Revenue

Legal Matters

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

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

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

LAE International Consulting

On August 17, 2021, the Company was served with a summons and complaint by LAE International Consulting, LLC (“LAE”), in the case styled LAE International Consulting, LLC v.

Organicell Regenerative Medicine, Inc.

et al., Case No.

2021-018461-CA-01 (In the Circuit Court of the 11th Judicial Circuit in and for Miami Dade County, Florida) (the “Lawsuit”).

Albert Mitrani, Mari Mitrani and Ian Bothwell (the “Individual Defendants”) were also named as defendants in the Lawsuit.

In the Lawsuit, LAE alleges breach of contract, unjust enrichment, violation of Florida’s Unfair and Deceptive Trade Practices Act, breach of obligation of good faith and fair dealing, negligent misrepresentation and fraudulent misrepresentation in connection with a prior consulting agreement entered into between the Company and LAE.

During April 2022 the Lawsuit was settled whereby the Company agreed to pay LAE $ 45,000 in cash and 2,000,000 shares of restricted common stock of the Company.

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

The Company fully cooperated with the SEC’s investigation.

On November 25, 2024, the SEC notified the Company that it had concluded its investigation and does not intend to recommend an enforcement action by the Commission against the Company.

Daniel Pepock and Tracy Yourke

1 unchanged sentence

On August 22, 2022, Mr.

Yourke and Organicell agreed to a material settlement term sheet (“Settlement”) which provided for the resolution and full settlement and release of all claims among the parties and for the Company to buy back all of the shares of common stock of the Company issued to and owned by Mr.

Yourke and the Company agreed to a material settlement term sheet (“Settlement”) which provided for the resolution and full settlement and release of all claims among the parties and for the Company to buy back all of the shares of common stock of the Company issued to and owned by Mr.

Pepock and Ms.

9 unchanged sentences

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

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

Albert Mitrani and Dr.

Maria Ines Mitrani

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

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

Maria Ines Mitrani, co-founders of the Company.

4 unchanged sentences

and (iii) tortious interference with business relationships;

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

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

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

2 unchanged sentences

As part of the settlement, Albert Mitrani and Dr.

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

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

Effective August 5, 2024, the Company entered into a settlement agreement with a prior consultant of the Company, pursuant to which it resolved various claims that had been brought by the Company against the consultants.

As part of the settlement, the consultants agreed to return to the Company 237,602 shares of ZEO common stock held by the consultants in exchange for a payment of $ 80,000 and the parties exchanged mutual releases.

The shares were returned to the Company in October 2024 and were redeposited back into the Company’s treasury of authorized and unissued shares.

Leider and Golub

The Company’s employment agreements with Dr.

Harry Leider, its former Chief Executive Officer and Dr.

Howard Golub, its former Chief Science Officer (“Employment Agreements”) had an initial term that ended May 31, 2024.

The Employment Agreements were not renewed and accordingly, the Employment Agreements expired and the employment of Drs.

Leider and Golub by the Company ended on May 31, 2024.

Effective August 12, 2024, the Company and Dr.

Leider entered into a settlement agreement and general release whereby the Company agreed to pay Dr.

Leider $40,000 in exchange for each party executing mutual releases in connection with the non-renewal of Dr.

Leider’s employment agreement.

On November 19, 2024, Howard Golub, M.D., (“Plaintiff”), filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company, alleging a breach of contract as a result of the Company’s failure to pay Plaintiff severance in the amount of $ 150,000 in connection with the non-renewal of the Plaintiff’s employment agreement with the Company.

Plaintiff is demanding judgment in the amount of $150,000 plus interest and attorney’s fees.

The Company is currently exploring its legal options and intends to vigorously defend against the lawsuit.

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

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

NOTE 16 – SEGMENT INFORMATION

For the years ended October 31, 2023 and

2022, the Company operated only one 1 operating segment.

NOTE 15 – OTHER INCOME

Schedule of other Income

Other income (expense)

Gain on write-off of advances payable to former officer and settlement on outstanding payables (see Note 8)

Gain, net of obligations in connection with termination of supply agreement (see Note 14)

Resolution and settlement of long outstanding payables

Commissions on sales of Exotropin products

Proceeds from insurance claim

NOTE 16 – SUBSEQUENT EVENTS

Series C Preferred Shares

During December 2024, Skycrest requested that it be allowed to transfer the 50 shares of Series C Preferred Shares of the Company it holds to Ian T.

Bothwell, the Company’s Interim Chief Executive Officer and Chief Financial Officer (“Transfer”).

In December 2024, the Board of Directors of the Company approved the Transfer and the Transfer was completed.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data