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Item 9A. Controls and Procedures

2025-01-29 compared with 2024-01-29 · 129 added, 317 removed, 321 unchanged (58% of the section changed)

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Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our management (currently Ian Bothwell, our Interim Chief Executive Officer and Chief Financial Officer) is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

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The Company has also begun efforts to further automate its accounting, sales ordering and inventory management functions.

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

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

Our board of directors consists of a majority of independent directors.

We have also established an audit committee of our board of directors consisting of two independent directors, which is responsible for the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management).

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

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Other Information.

(b) During the fiscal quarter ended October 31, 2024, none of our officers or directors, as defined in Rule

16a-1(f), informed us of the adoption, modification or termination of any “Rule 10b5-1 trading arrangement” or a “non-Rule

10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

The Company has adopted insider trading

policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers, employees, and

the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards.

During the fiscal quarter ended October 31, 2024, the Company

has not adopted , modified or terminated any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”

as those terms are defined in Item 408 of Regulation S-K.

Directors, Executive Officers and Corporate Governance.

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Director or Officer Since:

Chief Executive Officer and Director

Chief Financial Officer and Director

Interim Chief Executive Officer Chief Financial Officer and Director

November 4, 2016

Executive Vice President and Chief Science Officer

George Shapiro

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Professional Experience

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

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

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

From May 2018 to October 2022, Dr.

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

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

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

In addition, Dr.

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

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

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

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

Bothwell previously served as a member of the board of directors of the Company from March 8, 2017 until his resignation in April 2018, when the Company executed a Plan and Agreement of Reorganization.

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

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

Bothwell serves as the Interim Chief Executive Officer (since June 1, 2024) and Chief Financial Officer of the Company (since November 4, 2016).

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

From 2003 through November 2015, Mr.

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

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

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

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

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

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

For 20 years prior thereto, Dr.

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

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

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

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

Golub received his Ph.D.

in biomedical engineering and an M.D.

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

joint program in 1983.

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

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Bretz is also currently actively involved in advising entrepreneurs across the country in structuring and negotiating business and real estate transactions.

We believe that his combination of legal and business experience brings value to the Company as a member of our board of directors and as its Vice-Chairman.

Gurvinder Pal Singh joined our Board of Directors on September 23, 2022, has over 35 years of professional experience in business strategy, corporate finance and financial accounting covering varied areas such as mergers and acquisitions, statutory compliance, capital raising, budgeting and internal controls, audit, financial management, risk management, investor relations and tax planning.

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Singh is a graduate of the University of New Delhi and a Chartered Accountant in India.

Given his varied and extensive finance and business experience, we believe that he will be a valuable addition to Organicell as a member of the board of directors.

Jerry Glauser joined the Company’s board of directors on September 23, 2022.

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Glauser has been a private investor in various biotech companies and real estate ventures.

We believe that his over half century of business experience brings a unique perspective to the board of directors.

Leathem Stearn joined the board of directors on September 23, 2002.

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Smith Stearn Yachts LLC (from 2004 to 2010), which developed and operated a yacht sharing business and a number of other companies in the maritime industry.

The Company believes that Mr.

Stearn’s diverse experience makes him a valuable addition to the board of directors.

Family Relationships

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SUMMARY COMPENSATION TABLE

Name and Principal Position

Option Awards

and Principal Position

Incentive Plan

Consideration

Total Actually

Harry Leider, MD

Chief Executive Officer (1)

Chief Financial Officer (2)

Matthew Sinnreich,

Former Acting Chief Executive Officer (3)

Howard Golub,

Chief Executive Officer and Chief Financial Officer (2)

Acting Chief Executive Officer (3)

Chief Science Officer and Executive Vice President (4)

George Shapiro,

Chief Medical Officer (5)

Albert Mitrani -

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

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

Medical Officer (5)

Chief Executive Officer (6)

Leider served as Chief Executive Officer of the Company from June 6, 2023 until May 31, 2024.

During the year ended October 31, 2023, Dr.

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

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

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

Leider received an option to purchase 285,000 shares of common stock of the Company with an aggregate grant value of $684,000, of which 55,417 options ($133,000) and 39,583 options ($95,000) was vested for the years ended October 31, 2024 and 2023, respectively.

See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

All options issued to Dr.

Leider, that were not vested amounting to 190,000 at the time of the expiration of his employment agreement were forfeited.

In addition, all options issued to Dr.

Leider that were vested amounting to 95,000 at the time of the expiration of his employment agreement, were not exercised by August 31, 2024 as required under the Incentive Plan, and as a result expired.

Bothwell has served as Interim Chief Executive officer since June 1, 2024 and Chief Financial Officer of the Company since November 4, 2016.

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

During the year ended October 31, 2024, Mr.

Bothwell received an option to purchase 125,000 shares of common stock of the Company with an aggregate grant value of $293,750, of which 24,306 options ($133,000) was vested for the year ended October 31, 2024.

See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

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

During fiscal year 2022, Mr.

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

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

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

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

In July 2023, Mr.

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

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

Sinnreich paid the Company $50,000 and returned to the Company all shares and options to purchase shares previously issued in connection with his employment agreement.

Golub served as Vice President and Chief Science Officer of the Company from June 6, 2023 until May 31, 2024.

During the year ended October 31, 2023, Dr.

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

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

Golub was issued a warrant to purchase 250,000 shares of common stock of the Company with an aggregate grant value of $600,000, of which 145,833 warrants ($350,000) and 104,167 warrants ($250,000) was vested for the years ended October 31, 2024 and 2023, respectively.

See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

All options issued to Dr.

Golub that were vested amounting to 250,000 at the time of the expiration of his employment agreement, were not exercised by August 31, 2024 as required under the Incentive Plan, and as a result expired.

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

In August 2022, Mr.

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

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

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

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

In August 2022, Dr.

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

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

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

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

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

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

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

During the year ended October 31, 2024, Dr.

Shapiro received an option to purchase 125,000 shares of common stock of the Company with an aggregate grant value of $293,750, of which 24,306 options ($133,000) was vested for the year ended October 31, 2024.

See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

Albert Mitrani served as Chief Executive Officer from September 2019 until July 21, 2022 when he stepped down from that position and assumed the position of Executive Vice President of Sales.

Mitrani was terminated in May 2023.

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

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

Leider received benefits totaling approximately $7,199 and $4,383 during fiscal years ended October 31, 2024 and 2023, respectively.

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.

Ian Bothwell received benefits totaling approximately $19,222 and $41,648 during fiscal years ended October 31, 2024 and 2023, respectively.

Albert Mitrani and his wife, Dr.

Mitrani, former Chief Science Officer of the Company received benefits totaling approximately $0 and $22,834 during fiscal years ended October 31, 2024 and 2023, respectively.

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

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

Executive Employment Agreements

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

Harry Leider, our Chief Executive Officer, Ian T.

Bothwell, our Chief Financial Officer, and Dr.

Howard Golub, our Chief Science Officer.

Harry Leider, M.D.

Leider’s employment agreement provides for a base salary of $325,000 per year and the grant of an option under our 2021 Equity Incentive Plan (the “2021 Plan”) to purchase 285,000 shares of our common stock at a price of $2.40 per share (fair market value on the date of grant) (the “ Leider Option ”).

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

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

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

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

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

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

Leider’s employment without Cause or Dr.

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

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

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

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

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

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

There is no obligation of the Company to repay that portion of base salary that has been reduced during the salary reduction period.

Beginning August 16, 2023, Mr.

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

On February 9, 2023, Mr.

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

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

In August 2023, the Company waived Mr.

Bothwell’s obligation to repay the previously reimbursed expenses.

Howard Golub, M.D.

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

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

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

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

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

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

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

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

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

Golub’s employment without Cause or Dr.

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

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

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

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

In response to Item 402(x)(1) of Regulation S-K, the Company does

not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days

before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information (MNPI).

the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of MNPI by the Company.

In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation

to the foregoing.

Executive Employment Agreement

The Company is party to an executive employment agreement with Ian T.

Bothwell, our Interim Chief Executive Officer and Chief Financial Officer.

Bothwell’s executive employment agreement, as amended to date, provides for a term expiring on December 31, 2025, an annual base salary currently fixed at $250,000.

Bothwell’s executive employment agreement contains customary confidentiality and non-competition covenants.

and specified expense reimbursement allowances.

Outstanding Equity Awards at Fiscal Year-End

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George Shapiro

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

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

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

On June 6, 2023, the Company’s board of directors and stockholders holding a majority of the Company’s voting power, approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 1,250,000 shares to 2,500,000 shares.

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

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

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provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws.

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, 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.

Compensation of Directors Table

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Non-Qualified

Bhupendra Kumar Modi (1)

Jerry Glauser

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Gurvinder Pal Singh

Modi stepped down as a director in June 2023.

Narrative Disclosure to the Director Compensation Table

Each of our non-executive directors will be party to a Director’s Service Agreement.

Pursuant to that agreement, non-employee directors (other than Dr.

Modi) will be compensated for their services by the annual issuance of warrants to acquire up to 5,000 shares of the Company’s common stock at an exercise price equal to fair market value of the common stock as of the date of grant (the “ Director Warrants ”).

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 equal to fair market value of the common stock as of the date of grant (the “ Director Warrants ”).

The Director Warrants shall be exercisable for a period of ten (10) years from the date of grant and shall vest in equal monthly installments of 416.67 shares, subject to continued service by the director as a member of the board of directors.

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

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

The Company has not yet authorized or issued Director Warrants or stock options for the third year of service of its non-executive directors, which commenced on September 23, 2024.

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

Other Issuances

On April 1, 2024, pursuant to the 2021 Plan, the Board awarded 125,000 and 62,500 shares of common stock to Jerry Glauser and Leatham Stern or their nominees, respectively (“ Stock Grants ”).

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

On July 11, 2024, pursuant to the 2021 Plan, the Board granted options to purchase 125,000 shares, 125,000 shares and 50,000 shares of common stock (“ Options ”) to Jerry Glauser, Leatham Stern and Chuck Bretz or their nominees, respectively.

The Options vest in equal monthly installments over a period of eighteen (18) months from the date of grant, subject to continued service to the Company.

Once vested, the Options 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) and are subject to the other terms of the 2021 Plan.

Code of Ethics

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Voting Power (2)

Harry Leider, M.D.

Chief Executive Officer and Director

Ian Bothwell (3)

Chief Financial Officer and Director

Interim Chief Executive Officer and Chief Financial Officer and Director

George Shapiro (4)

Chief Medical Officer and Director

Executive Vice President and Chief Science Officer

Chuck Bretz (5)

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Other 5% or Greater Stockholders

Skycrest Holdings LLC (11)

Greyt Ventures LLC (9)

Bhupendra Kumar Modi (10)

Gary Kompothecras (11)

Less than 1%.

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

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

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

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

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

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

Includes vested warrants to purchase 37,500 shares of common stock of the Company, vested options to purchase 195,139 shares of common stock of the Company under the Plan, options to purchase 13,889 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2025 and 50 Series C Preferred Shares.

Includes vested options to purchase 60,889 shares of common stock of the Company under the Plan and options to purchase 13,889 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2025.

Includes vested options to purchase 28,056 shares of common stock of the Company under the Plan and options to purchase 13,889 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2025.

Includes vested options to purchase 55,139 shares of common stock of the Company under the Plan and options to purchase 13,889 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2025.

Includes 125,000 shares of common stock held of record by Stearn Enterprises LLC, of which Mr.

Stearn is the sole beneficial owner.

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

812 Meridian Lane, Hollywood FL 33020.

Represents 258,604 shares of common stock, warrants to purchase 750,000 shares of common stock and 50 Series C Preferred Shares held of record by Skycrest Holdings, LLC, of which Louis Birdman is the managing member.

Includes vested options to purchase 10,000 shares of common stock of the Company under the Plan.

20533 Biscayne Blvd., Suite 648, Aventura, FL 33180.

Represents 250,000 shares of common stock, warrants to purchase 750,000 shares of common stock and 50 Series C Preferred Shares held of record by Greyt Ventures LLC, of which Ms.

Represents 250,000 shares of common stock, vested warrants to purchase 876,389 shares of common stock, warrants to purchase 38,889 shares of common stock of the Company that vest within sixty (60) days of January 28, 2025 and 50 Series C Preferred Shares held of record by Greyt Ventures LLC, of which Ms.

Wendy Grey is the sole member and manager.

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Modi is the sole beneficial owner.

6910 Point of Rocks Rd., Sarasota, FL 34242.

Represents 250,000 shares of common stock and warrants to purchase 83,333 shares of common stock held of record by Gary Kompothecras and Elizabeth Kompothecras Joint Tenants By Entireties.

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

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Plan category

securities to be

issued upon exercise of

outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

securities remaining

available for future

issuance under equity

compensation plans

(excluding securities

reflected in column (a))

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

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

Board Stock Compensation Plan(1)

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

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

The lease agreement was terminated effective July 31, 2022.

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

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

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

The lease agreement was terminated effective July 31, 2022.

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

Reimbursements

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Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $0 and $41,648 for the years ended October 31, 2024 and 2023, respectively.

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

Advances by Executive Officers

Advances by Executive Officer

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

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

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

At October 31, 2023, advances payable to Iglesias were $221,000.

The advances were 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 Iglesias to enforce a claim to collect the advances.

As a result, the Company wrote-off the full balance of the advances payable to Iglesias of $221,000.

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

Interests in Affiliated Entities

During the year ended October 31, 2023, the Company invested $100,000 in cash (representing a 10% equity interest at the time of the investment) in the non-marketable equity securities of a privately held skin-care formulator ( “Formulator ”).

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

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 ”).

Both Greyt, a principal shareholder of the Company and 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.

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

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 Chief Medical Officer 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 Chief Medical Officer.

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

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).

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.

The Company and Exotropin also have entered into arrangements and intend to continue to collaborate on future opportunities on a case-by-case basis in connection with the development, sales and/or distribution of products.

Sales to Related Parties

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

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

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, 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.

Transfer Of Series C Preferred Stock

In 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.

Principal Accounting Fees and Services.

Weinberg & Company P.A.

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

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

(“ Weinberg ”) as served as the Company’s independent registered public accounting firm for the fiscal years ended October 31, 2024 and October 31, 2023.

The aggregate fees billed the Company for the fiscal years ended October 31, 2024 and October 31, 2023 for professional services rendered by Weinberg for their audit of our annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

Fiscal Year Ended October 31, 2024:

1 unchanged sentence

Audit-Related Fees

The aggregate fees billed the Company for the fiscal years ended October 31, 2023 and October 31, 2022 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under Item 9(e)(1) of Schedule 14A.

The aggregate fees billed the Company for the fiscal years ended October 31, 2024 and October 31, 2023 for assurance and related services by Weinberg that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under Item 9(e)(1) of Schedule 14A.

Fiscal Year Ended October 31, 2024:

Fiscal Year Ended October 31, 2023:

The aggregate fees billed the Company for the fiscal years ended October 31, 2023 and October 31, 2022 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning.

The aggregate fees billed the Company for the fiscal years ended October 31, 2024 and October 31, 2023 for professional services rendered by Weinberg for tax compliance, tax advice, and tax planning.

Fiscal Year Ended October 31, 2024:

1 unchanged sentence

All Other Fees

The aggregate fees billed the Company for the fiscal years ended October 31, 2023 and October 31, 2022 for products and services provided by the principal accountants, other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A.

The aggregate fees billed the Company for the fiscal years ended October 31, 2024 and October 31, 2023 for products and services provided by Weinberg, other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A.

Fiscal Year Ended October 31, 2024:

1 unchanged sentence

Pre-Approval Policies and Procedures

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

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

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

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

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

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

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

We did not engage Weinberg to provide compliance outsourcing services.

Our Board pre-approves all services provided by our independent registered public accounting firms.

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

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

Exhibits and Financial Statement Schedules.

3 unchanged sentences

Financial Statements and Supplementary Data ” of this Report:

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of October 31, 2024 and 2023

5 unchanged sentences

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

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

(Filed as an exhibit to the Registrant’s Form 8-K filed on April 26, 2018 and incorporated by reference herein)

Articles of Incorporation, as amended (Filed as an exhibit to Registration Statement on Form S-1 filed on September 4, 2012 (File No:

333-183710) and incorporated by reference herein)

Certificate of Amendment to the Articles of Incorporation (Filed as an exhibit to Form 8-K filed on November 3, 2015 and incorporated by reference herein)

Amendment to the Certificate of Incorporation of Biotech Products Services and Research, Inc., filed with the Secretary of State of Nevada on July 22, 2017, effective July 10, 2017 (Filed as an exhibit to Form 10-K for the fiscal year ended October 31, 2017 filed on July 7, 2018 and incorporated by reference herein)

Series A Non-Convertible Preferred Stock Certificate of Designation, effective November 1, 2016 (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)

Amendment to Certificate of Designation of Series A Non-Convertible Preferred Stock of Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Series B Convertible Preferred Stock Certificate of Designation, effective November 1, 2016 (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)

Amendment to the Certificate of Incorporation of Biotech Products Services and Research, Inc., filed with the Secretary of State of Nevada on May 21, 2018, effective June 20, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)

Certificate of Correction filed with the Secretary of State of Nevada on June 18, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)

Certificate of Withdrawal filed with the Secretary of State of Nevada on June 14, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)

Amended and Restated By-laws of Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Second Amended and Restated By-laws of Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on December 18, 2017 and incorporated by reference herein)

Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on June 24, 2020, effective June 24, 2020.

(Filed as an exhibit to Form 8-K filed on July 14, 2020 and incorporated by reference herein)

Certificate of Designation of Series C Non-Convertible Preferred Stock (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Articles of Incorporation of Zeo ScientifiX, Inc., as amended and restated as of the date of this Report (filed herewith)

Second Amended and Restated Bylaws (as amended effective August 19, 2021) (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement dated October 30, 2015 between Biotech Products Services and Research, Inc.

and John Goodhew (Filed as an exhibit to Form 8-K filed on November 3, 2015 and incorporated by reference herein)

Series A Non-Convertible Preferred Stock Share Exchange Agreement, dated November 1, 2016, between Biotech Products Services and Research, Inc.

and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)

Series B Convertible Preferred Stock Share Exchange Agreement, dated November 1, 2016, between Biotech Products Services and Research, Inc.

and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)

Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

1 unchanged sentence

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Employment Agreement, dated March 8, 2017, between Biotech Products Services and Research, Inc.

and Terrell Suddarth (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Warrant, dated November 4, 2016, issued to Dr.

Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Warrant, dated November 4, 2016, issued to Ian T.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Warrant, dated November 4, 2016, issued to Dr.

Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc.

Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc.

Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc.

to Terrell Suddarth (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Form of the Securities Purchase Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., each of its Subsidiaries, the Agent, LLC, Dr.

Bruce Werber and Ian T.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Form of the 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, dated March 29, 2017, of Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Form of the Security Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., each of its Subsidiaries, and the Agent (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Form of the Intellectual Property Security Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., and each of its, Subsidiaries, and the Agent (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Form of the Subsidiary Guarantee, dated March 29, 2017, by and among Biotech Products Services and Research, Inc.

and each of its Subsidiaries (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Employment Agreement, dated as of May 1, 2017, by and between Peter Taddeo and Mint Organics Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on May 24, 2017 and incorporated by reference herein)

Lease Agreement, dated May 23, 2017, by and between Sunwest Office Park, LLC and Anu Life Sciences, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on May 24, 2017 and incorporated by reference herein)

Asset Purchase Agreement, dated February 5, 2018, by and among Vera Acquisition, LLC, Anu Life Sciences, Inc., Biotech Products Services and Research, Inc.

and Controlling Stockholders, and General Surgical Florida, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on February 9, 2018 and incorporated by reference herein)

Distribution Agreement, dated February 5, 2018, by and between Vera Acquisition, LLC, and Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on February 9, 2018 and incorporated by reference herein)

Separation and General Release Agreement, dated April 6, 2018, by and between Peter Taddeo, and Mint Organics, Inc., Mint Organics Florida, Inc., Biotech Products Services and Research, Inc.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)

Share Purchase and General Release Agreement, dated April 6, 2018, by and between Peter Taddeo and Biotech Products Services and Research, Inc.

and Mint Organics, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)

Amendment No.

1 unchanged sentence

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)

Amendment No.

2, dated April 6, 2018, to Employment Agreement between Biotech Products Services and Research, Inc.

Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)

Form of Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on April 26, 2018 and incorporated by reference herein)

Form of 2018 6% Convertible Debenture Issued by Biotech Products Services And Research, Inc., a Nevada corporation (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)

Consulting Services Agreement effective as of March 30, 2020 between Assure Immune L.L.C and the Company (Filed as an exhibit to the Registrant’s Form 8-K filed on April 30, 2020 and incorporated by reference herein)

Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc.

and Albert Mitrani dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc.

Maria Mitrani dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc.

Bothwell dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

1 unchanged sentence

issued to Ian Bothwell dated February 26, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

Warrant for the purchase of shares of common stock of Organicell Regenerative Medicine inc.

issued to Raymond Zoeller dated May 15, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

2021 Equity Incentive Plan (Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (File No.

1 unchanged sentence

Exchange Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on November 2, 2021 and incorporated by reference herein)

Securities Purchase Agreement dated January 11, 2022 with AJB Capital Investment (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2022 and incorporated by reference herein)

Promissory Note dated January 11, 2022 made in favor of AJB Capital Investment (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Skycrest Holdings, LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Beyond 100 FZE (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Smart Co.

4 unchanged sentences

Warrant issued to Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Albert Mitrani Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Dr.

Maria Ines Mitrani Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Ian T.

Bothwell Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Termination of Consulting Arrangement with Dr.

George Shapiro (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Form of Warrant to be issued to Ian T.

of Warrant issued to Ian T.

Bothwell and Dr.

George Shapiro (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Termination of Management and Consulting Performance Plan Awards (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Purchase Agreement between Organicell and Tysadco Partners LLC, dated September 1, 2022 (Filed as an exhibit to the Registrant’s Form 8-K filed on September 6, 2022 and incorporated by reference herein)

Registration Rights Agreement between Organicell and Tysadco Partners LLC, dated September 1, 2022 (Filed as an exhibit to the Registrant’s Form 8-K filed on September 6, 2022 and incorporated by reference herein)

George Shapiro in August 2022 (Filed as an exhibit to the Registrant’s

Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Form of Director Services Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on September 27, 2022 and incorporated by reference herein)

Amendment to Dr.

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

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

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

Employment Agreement with Dr.

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

Employment Agreement with Dr.

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

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

l to the Registrant’s Form S-1 Registration Statement filed on October 20, 2022 (File No.

333-267563) and incorporated by reference herein)

Insider Trading Policy (Filed herewith)

Subsidiaries of the Registrant (filed herewith)

Consent of Weinberg & Company P.A.

(filed herewith)

Consent of Marcum LLP (filed herewith)

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

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

Section 1350 Certification of Chief Executive Officer (filed herewith)

Section 1350 Certification of Chief Financial Officer (filed herewith)

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

Section 1350 Certification of Chief Executive and Chief Financial Officer (filed herewith)

XBRL Instance Document

4 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Management compensation plan or arrangement.

2 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORGANICELL REGENERATIVE MEDICINE, INC.

/s/ HARRY LEIDER

Harry Leider, M.D.

Chief Executive Officer

(Principal Executive Officer)

January 29, 2024

Chief Financial Officer

(Principal Financial and Accounting Officer)

ZEO SCIENTIFIX, INC.

Interim Chief Executive Officer, Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

January 29, 2025

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

/s/ Harry Leider, M.D.

Chief Executive Officer, Director

January 29, 2024

Harry Leider, M.D.

(Principal Executive Officer)

Chief Financial Officer, Director

Interim Chief Executive Officer, Chief Financial Officer, Director

January 29, 2025

(Principal Financial and Accounting Officer)

(Principal Executive, Financial and Accounting Officer)

/s/ George Shapiro, M.D.

15 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures