CAPITAL STOCK | NOTE 11 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 0.001 Issued Shares As of July 31, 2021, there were no Common Stock On December 21, 2020 and January 4, 2021, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 53.55% 2,500,000,000 Issuances of Common Stock - Sales: During November 2020, the Company sold 800,000 0.05 40,000 During February 2021, the Company sold an aggregate of 12,340,910 0.06 665,000 On February 22, 2021, the Company sold 1,818,181 0.055 100,000 0.086 56,364 During April 2021, the Company sold an aggregate of 13,677,821 0.03 0.25 535,000 During May 2021, the Company sold an aggregate of 2,087,822 0.13 0.15 286,250 During the period June 2021 through July 2021, the Company sold an aggregate of 11,541,500 0.05 0.13 631,020 During August 2021, the Company sold an aggregate of 3,000,000 0.05 150,000 Issuances of Common Stock – Stock Compensation: During November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and financing opportunities for a period of six months. As consideration for agreeing to provide the consulting services to the Company, the Company issued the consultant 2,000,000 0.151 302,000 2,000,000 0.093 185,400 During November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of 250,000 0.145 36,225 During December 2020, the Board approved the bonus of 47,675,000 45,000,000 2,000,000 550,000 125,000 0.12 5,721,000 During April 2021, the Board approved the bonus of 500,000 0.55 27,450 During December 2020, January 2021 and February 2021, the Company issued 25,000 240,000 50,000 19,855 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 500,000 23,750 As described in Note 13, in connection with the execution of the Amendment, the Company issued to the Consultants 20,000,000 0.0614 1,228,000 204,667 During April 2021, the Company entered into a consulting agreement with a third party to provide investor relation services. The term of the agreement is month to month and may be terminated with or without cause. As consideration for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $15,000 per month and to issue 500,000 0.057 28,500 During March 2021, April 2021 and May 2021, the Company granted a total of 750,000 0.049 0.40 82,392 On June 4, 2021, the Company and an 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 1,000,000 0.136 136,000 14,316 During June 2021, the Company granted a total of 1,100,000 0.14 0.148 154,740 On June 10, 2021, the Company agreed to issue 60,000 10,000 0.167 Issuances of Common Stock – Exchange of balances due on accounts payable for stock: During February 2021, the consulting arrangement was amended whereby the CMO’s accrued and unpaid consulting fees of $ 82,250 500,000 0.165 During May 2021, the Company and two employees agreed to exchange $ 30,973 176,989 0.175 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 of an aggregate of approximately 205,000,000 On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Schedule of minimum pre-Transaction price per share Pre-Transaction Executive Bonus Non-executive $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below: Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 On September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 7.5 15.0 0.25 0.50 0.75 In addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020. In the future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access” approval (and excluding all eIND’s) received by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company. On February 10, 2021, the Board amended the MCPP, providing for the grant of common stock of the Company of 5 million shares for each Phase II clinical trial completed, 5 million shares for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10.0 million shares for each Phase III clinical trial fully enrolled. In addition, the CMO’s portion of a designated grant for an achievement of any applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time that the CMO becomes a full-time employee of the Company. Pursuant to the MCPP, a total of 342,500,000 Schedule of management and consultants performance stock plan MCPP Shares Name Awarded Albert Mitrani 80,000,000 Ian Bothwell 80,000,000 Dr. Maria I. Mitrani 80,000,000 Dr. George Shapiro 69,500,000 Consultants 33,000,000 Total 342,500,000 The Company will record stock-based compensation expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective milestone for the MCPP Shares were approved. For the MCPP Shares approved on April 25, 2020, June 29, 2020, August 14, 2020, September 23, 2020, and February 10, 2021, the closing price of the common stock of the Company was $0.027, $0.056, $0.128, $0.28 and 0.108, respectively. In connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares were approved. During the three months and nine months ended July 31, 2021, a total of 0 49,500,000 1,336,500 3,915,000 | NOTE 10 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 0.001 Issued Shares As of October 31, 2020, there were no Common Stock On May 18, 2020 and May 19, 2020, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 50.30% 1,500,000,000 On December 21, 2020 and January 4, 2021, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 53.55% 2,500,000,000 Issuances of Common Stock - Sales: During November 2019 through January 2020, the Company sold 3,250,000 0.02 65,000 During February 2020 through April 2020, the Company sold 11,050,000 0.02 221,000 During April 2020 through May 2020, the Company sold 11,000,000 0.02 220,000 1,166,666 422,514 625,000 0.03 0.10 0.08 127,251 195,869 On April 27, 2020, the Company sold 5,000,000 0.02 100,000 34,500 During May 2020, the Company sold 3,000,000 0.02 60,000 During July and August 2020, the Company completed the private placement to 19 accredited investors for the sale of 13,499,992 0.03 405,000 25,000 During July 2020, the Company sold 1,000,000 0.02 0.03 25,000 During August 2020, the Company sold 8,606,665 0.03 0.06 392,100 During September 2020, the Company sold 4,800,000 0.06 0.10 410,000 During October 2020, the Company sold 2,033,333 0.06 0.10 170,000 During November 2020, the Company sold 800,000 0.05 40,000 Issuances of Common Stock – Stock Compensation: As described in Note 12, upon execution of the VP Agreements, each of the Sales Executives were granted 1,000,000 0.035 35,000 4,500,000 157,500 As described in Note 12, in connection with the execution of the Consultants Agreement, the Company issued to the Consultants 12,000,000 0.022 266,400 During the period November 1, 2019 through January 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to three individuals an aggregate of 650,000 0.027 0.031 18,650 During the period February 1, 2020 through April 30, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to four individuals an aggregate of 2,725,000 0.029 0.034 89,458 During the period May 1, 2020 through July 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to eight individuals an aggregate of 925,000 0.031 0.048 27,809 During April 2020, May 2020, September 2020 and October 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to nine individuals an aggregate of 1,050,000 0.023 0.28 96,600 During February 2020, in recognition of past services provided to the Company through February 2020, the Board approved the issuance to the CMO of 5,000,000 0.028 140,000 In connection with the resignation of an independent member of the Board of Directors of the Company in April 2020, the Board approved the issuance to the director of 736,808 0.022 16,210 On May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr. Mitrani. Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 0.115 345,000 On May 15, 2020 (“Effective Date”), the Company entered into an advisor agreement with a third party (“Advisor”) whereby the Advisor will provide financial advisory services (see Note 12). As consideration, the Company agreed to issue the Advisor 1,000,000 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for the respective portion of the Grant. 6,000,000 0.04 During July 2020, the Company entered into a consulting agreement with a third party to provide investment banking related consulting services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company issued the consultant 5,000,000 0.05 250,000 During August 2020, the Company entered into two separate consulting agreements with third parties to provide marketing and public relations services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company issued the consultants 300,000 25,000 0.127 40,790 During October 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to two individuals an aggregate of 230,000 0.035 0.17 8,730 During November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and financing opportunities for a period of six months. As consideration for agreeing to provide the consulting services to the Company, the Company issued the consultant 2,000,000 0.145 290,000 During November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of 250,000 0.145 36,225 During December 2020, the Board approved the bonus of 47,675,000 45,000,000 2,000,000 550,000 125,000 5,721,000 Issuances of Common Stock – Exercise of warrants, Conversion of Debt and Exchanges: As more fully described in Note 8, the Noteholder fully funded the Funding Facility as prescribed on February 12, 2020 and the Company converted the Funding Facility into 40,000,000 As more fully described in Note 8, during October 2020, the Company and the holder of the $20,000 debenture, agreed to convert the principal amount of the $20,000 debenture plus interest accrued and unpaid through the date of the conversion totaling approximately $20,300 into 160,000 shares of common stock of the Company (approximately $0.125 per share). 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 of an aggregate of approximately 205,000,000 On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Schedule of minimum pre- transaction price per share Pre-Transaction Price Per Share Executive Bonus Shares Non-executive Board Bonus Shares $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross funding (grants for research and development and clinical trials, purchase contracts for Company products) or other financial awards during the term of employment with the Company based on the amounts indicated below: Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 On September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 7.5 15.0 0.25 0.50 0.75 In addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020. In the future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access” approval (and excluding all eIND’s) received by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company. Pursuant to the MCPP, a total of 293,000,000 582,500,000 Schedule of management and consultants performance stock plan MCPP MCPP MCPP Remaining Total Shares Shares Shares Name Awarded Available Approved Albert Mitrani 65,000,000 137,500,000 202,500,000 Ian Bothwell 65,000,000 167,500,000 232,500,000 Dr. Maria I. Mitrani 65,000,000 167,500,000 232,500,000 Dr. George Shapiro 65,000,000 100,000,000 165,000,000 Dr. Allen Meglin - 5,000,000 5,000,000 Michael Carbonara - 5,000,000 5,000,000 Consultants 33,000,000 - 33,000,000 Total 293,000,000 582,500,000 875,500,000 The Company will record stock-based compensation expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective milestone for the MCPP Shares were approved. For the MCPP Shares approved on April 25, 2020, June 29, 2020, August 14, 2020 and September 23, 2020, the closing price of the common stock of the Company was $0.027, $0.056, $0.128 and $0.28, respectively. In connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares were approved. The Company recorded a total of $7,911,000 of stock-based compensation expense during the year ended October 31, 2020, based on the fair value of the actual MCPP Shares awarded. |