| CAPITAL STOCK | NOTE
11 – CAPITAL STOCK Preferred
Stock The
Company is authorized to issue 10,000,000 0.001 On
August 17, 2022, the Company filed a Certificate of Designation for a newly created Series C Non-Convertible Preferred Stock consisting
of 100 0.001 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 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 As
of July 31, 2022, there were no 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. Common
Stock Issuances
of Common Stock - Sales: In
November 2021, the Company sold an aggregate of 8,000,000 0.05 400,000 In
January 2022, the Company sold an aggregate of 666,667 0.03 20,000 In
February 2022, the Company sold an aggregate of 8,333,333 0.03 250,000 During
August 2022, in connection with the Closing, the Company sold an aggregate of 200,000,000 0.02 4,000,000 During
August 2022 and September 2022, the Company sold an aggregate of 62,500,000 0.04 2,500,000 Issuances
of Common Stock – Stock-Based Compensation: 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 $ 180,000 210,000 1,000,000 .029 29,000 7,250 15,708 In
connection with the VP Agreements, during the nine months ended July 31, 2022, the Company issued each of the Sales Executive an additional
450,000 900,000 0.035 5,250 15,750 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 TM 7,000,000 0.018 126,000 58,154 87,231 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 1,700,000 2,000,000 0.019 0.0135 59,300 On
July 21, 2022, in connection with the Term Sheet, Mr. Sinnreich was issued 10,000,000 0.0343 343,000 On
July 21, 2022, in connection with the Term Sheet, during the first year of the Initial Term, Mr. Sinnreich will be compensated by the
issuance of 24,000,000 shares of Organicell’s common stock upon execution of the Term Sheet, which shall vest pro-rata in equal
monthly installments of 2,000,000 shares each. The shares issued were valued at $0.0343 per share, the closing price of the common stock
of the Company on the effective date of the Term Sheet, totaling $823,200. The Company will amortize the costs associated with the issuance
over the first year of the Initial Term. The Company recorded $ 22,553 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 2,500,000 shares of unregistered common stock valued at $0.0241 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 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 $ 10,000,000 7,000,000 0.05 3,000,000 0.067 201,000 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”). 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. The payment for the shares covered by
each request notice will occur on the business day immediately following the Valuation Period. In
addition, Tysadco will not be obligated to purchase shares if Tysadco’ s total number of shares beneficially held at that time
would exceed 9.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the
Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the Purchase Agreement unless the
Registration Statement covering the resale of the shares is effective. The
Purchase Agreement also contains customary representations and warranties of each of the parties. The assertions embodied in those representations
and warranties were made for purposes of the Purchase Agreement and are subject to qualifications and limitations agreed to by the parties
in connection with negotiating the terms of the Purchase Agreement. The Purchase Agreement further provides that the Company and Tysadco
are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a
result of any breach by the other party of any provisions of the Purchase Agreement or Registration Rights Agreement. The Company has
the unconditional right, at any time, for any reason and without any payment or liability, to terminate the Purchase Agreement. Pursuant
to the terms of the Registration Rights Agreement, the Company is 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. Shares
Issued - Promissory Note: As
described in Note 9, in connection with the issuance of the Promissory Note on January 11, 2022, the Company issued the Purchaser’s
3,076,923 123,000 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 5,000,000 20,000 The
shares issued were valued at $0.0235 per share, the closing price of the common stock of the Company on the effective date of the settlement,
totaling $117,500. Shares
Issued – Settlement of Litigation: As
described in Note 13, during April 2022 the Company settled a lawsuit whereby the Company paid LAE $ 45,000 2,000,000 43,800 Management
and Consultants Performance Stock Plan On
April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing
for the grant to current senior executive members of management and third-party consultants shares of common stock of the Company (“Shares”)
based on the achievement of certain defined operational performance milestones (“Milestones”). On
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 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 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 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 million, 7.5 million and
15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr. Maria I. Mitrani and Ian Bothwell upon such
time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive
trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company. 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 shares have been issued and as described above, additional shares are authorized to be issued under
the MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones
are achieved while the individual is employed and/or serving as a member of the Board:
Schedule of management
and consultants performance stock plan
MCPP MCPP Remaining
Shares Shares
Name Issued Authorized
Albert Mitrani 80,000,000 137,500,000
Ian Bothwell 80,000,000 167,500,000
Dr. Maria Mitrani 80,000,000 167,500,000
Dr. George Shapiro 69,500,000 100,000,000
Dr. Allen Meglin - 5,000,000
Michael Carbonara - 5,000,000
Consultants 33,000,000 -
Total 342,500,000 582,500,000 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. Upon
completion of the Share Exchange on October 29, 2021, the MCPP (but not Awards of unexchanged shares of our common stock) was terminated. In
connection with the Closing, the Company and each of the grantees of awards authorized but not yet issued under the MCPP (“Awards”)
agreed to waive and terminate their respective Awards. Unvested
Equity Instruments A
summary of unvested equity instruments outstanding for the nine months ended July 31, 2022 and 2021 are presented below:
Schedule
of Non vested Share Activity
Number
of Weighted-
Outstanding
at October 31, 2021 83,844,445 $ 0.062
Non-Vested
Shares Granted 25,900,000 $ 0.034
Vested (3,601,979 ) $ 0.049
Expired/Forfeited - $ -
Outstanding
at July 31, 2022 106,142,466 $ 0.055
Number
of Weighted-
Outstanding
at October 31, 2020 1,111,111 $ 0.029
Non-Vested
Shares Granted - $ -
Vested (499,998 ) $ 0.029
Expired/Forfeited - $ -
Outstanding
at July 31, 2021 611,113 $ 0.029 | NOTE
10 – CAPITAL STOCK Preferred
Stock The
Company is authorized to issue 10,000,000 0.001 Issued
Shares As
of October 31, 2021, 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% 750,000,000 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% 1,500,000,000 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 0.0269 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 During
February 2021, the Company sold an aggregate of 12,340,910 0.05 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 During
October 2021, the Company sold an aggregate of 7,500,000 0.04 300,000 In
November 2021, the Company sold an aggregate of 8,000,000 0.05 400,000 In
February 2022, the Company sold an aggregate of 8,333,333 0.03 250,000 Issuances
of Common Stock – Stock Compensation: Upon
execution of the VP Agreements, each of the Sales Executives were granted 1,000,000 0.035 35,000 750,000 9,000,000 6,300,000 2,250,000 17,100,000 323,400 227,500 In
connection with the execution of the Consultants Agreement, the Company issued to the Consultants 12,000,000 0.022 266,400 20,000,000 0.0614 1,228,000 358,167 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 10,000 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 0.151 302,000 2,000,000 185,400 0.093 92,700 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 0.055 27,450 During
December 2020, January 2021 and February 2021, the Company issued to various employees and consultants 25,000 240,000 50,000 0.035 0.17 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 500,000 250,000 75,000 1,500,000 0.095 47,500 35,625 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 $ 15,000 500,000 0.057 28,500 During
March 2021, April 2021 and May 2021, the Company granted a total of 750,000 0.049 0.40 85,075 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 3,000,000 136,000 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 On
December 27, 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, 2024 and the Company agreed to increase the employee’s
annual salary from $ 180,000 210,000 1,000,000 .029 29,000 Equity
Line Of Credit Commitment: During
November 2021, the Company entered into an agreement with an investor whereby the investor has agreed to provide the Company with a $ 10,000,000 7,000,000 0.05 3,000,000 201,000 Issuances
of Common Stock – Conversion of Debt: 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 0.013 As
more fully described in Note 8, during October 2020, the Company and the holder of the $ 20,000 20,000 20,300 160,000 0.125 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 27,000 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 shares of common stock of
the Company (“Shares”) based on the achievement of certain defined operational performance milestones (“Milestones”). 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 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 million, 7.5 million and
15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr. Maria I. Mitrani and Ian Bothwell upon
such time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for
30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company. 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 MCPP
Remaining
Shares Shares
Name Issued Authorized
Albert
Mitrani 80,000,000 137,500,000
Ian
Bothwell 80,000,000 167,500,000
Dr.
Maria Mitrani 80,000,000 167,500,000
Dr.
George Shapiro 69,500,000 100,000,000
Dr.
Allen Meglin - 5,000,000
Michael
Carbonara - 5,000,000
Consultants 33,000,000 -
Total 342,500,000 582,500,000 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. In connection with the MCPP Shares that
have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly
were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares were
approved. During
the years ended October 31, 2021 and 2020, a total 49,500,000 shares and 293,000,000 shares, respectively, were issued in connection
with certain Milestones achieved. The Company recorded a total of $1,336,500 and $7,911,000 of stock-based compensation expense during
the years ended October 31, 2021 and 2020, respectively. 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. Upon
completion of the Share Exchange (see below), the MCPP (but not Awards of unexchanged shares of our common stock) was terminated. 2021
Plan and Share Exchange Agreement In
September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan permits the grant of Incentive
Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and
Performance Shares (an “Award”) to any person who is an employee or director of, or consultant to the Company. The maximum
aggregate number of shares that may be issued pursuant to all Awards is 250,000,000 shares. The
2021 Plan is administered by (a) the board of the directors of the Company; or (b) a committee designated by the board, which
Committee shall be constituted in such a manner as to satisfy the applicable laws and to permit such grants and related transactions
under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such committee
shall continue to serve in its designated capacity until otherwise directed by the board. The board of directors may at any time amend,
suspend, or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders
to the extent such approval is required by applicable laws. On
October 29, 2021, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with shareholders (including
executive officers) who were issued shares under (i) various consulting and employment agreements during 2021 (the “Service Providers”),
and (ii) those shareholders who were issued shares of common stock pursuant to the MCPP (the “MCPP Holders”). The
Service Providers who executed the Exchange Agreement were issued a total of 30,300,000 shares under their respective consulting or employment
agreements (the “Service Provider Shares”), and the MCPP Holders who executed the Exchange Agreement received a total of
49,500,000 shares under the MCPP, for an aggregate of 79,800,000 shares of common stock. As of the effective date of the Exchange Agreement,
the Service Providers and MCPP Holders who executed the Exchange Agreement agreed to exchange their respective Service Provider Shares
or the shares issued under the MCPP for newly issued shares pursuant to the 2021 Plan (on a 1:1 basis, resulting in the issuance of 79,800,000
shares of common stock under the 2021 Plan (the “Exchange Shares”). Upon completion of the Share Exchange, the 2020 Plan
and the MCPP (but not Awards of unexchanged shares of our common stock) were terminated. The
shares received in connection with the Exchange Agreement were treated as a modification to the original awards granted. The Company
determined that there was not any incremental value resulting from the exchange and as a result there was no additional compensation
costs recorded. As
of October 31, 2021, a total of 83,400,000 Unvested
Equity Instruments: A
summary of unvested equity instruments outstanding for the years ended October 31, 2021 and 2020 are presented below:
Schedule of unvested equity instruments outstanding
Number
of Nonvested
Shares Weighted-
Outstanding
at October 31, 2020 1,111,111 $ 0.029
Non-Vested
Shares Granted 83,400,000 $ 0.062
Vested 666,666 $ 0.029
Expired/Forfeited - $ -
Outstanding
at October 31, 2021 83,844,445 $ 0.062
Number
of Weighted-
Outstanding
at October 31, 2019 1,777,777 $ 0.029
Non-Vested
Shares Granted - $ -
Vested 666,666 $ 0.029
Expired/Forfeited - $ -
Outstanding
at October 31, 2020 1,111,111 $ 0.029 As
of October 31, 2021, 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 $1,093,022 and 14.3 months, respectively. As
of October 31, 2020, 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 $32,222 and 20.0 months, respectively. |
