CAPITAL STOCK | NOTE 12 – 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 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 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 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 January 2022, the Company sold an aggregate of 666,667 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 65,500,000 0.04 2,620,000 Issuances of Common Stock – Stock Based Compensation: In connection with the VP Agreements, each of the Sales Executives were granted 1,000,000 0.035 35,000 750,000 9,000,000 450,000 6,300,000 18,000,000 149,100 323,400 Effective March 29, 2021, the Company and Assure Immune L.L.C (“Consultant”) executed an amendment of the Consultant’s Agreement, whereby the Company issued to the Consultants 20,000,000 0.0614 1,228,000 614,000 358,167 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 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 11,875 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 0.136 136,000 100,211 35,789 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 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 22,958 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 0.018 126,000 126,000 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. On November 22, 2022, Mr. Sinnreich resigned from the Company. The Company will amortize the costs associated with the issuance through the date of Mr. Sinnreich’s termination. For the year ended October 31, 2022, a total of 6,706,849 shares had vested and the Company recorded $ 228,353 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 of stock-based compensation expense based on the grant date fair value of these shares during the term of the consulting agreement. The consulting agreement may be renewed for additional six-month periods under the same terms unless either party provides 30 days written notice to terminate. The Company recorded $ 25,104 On December 1, 2022, the Company granted 150,000 0.03 4,500 On December 29, 2022, the Company agreed to issue 5,000,000 100,000 0.02 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”). Pursuant to the terms of the Registration Rights Agreement, the Company was obligated to use its commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission within thirty (30) days after the date of such agreement, to register the resale by Tysadco of the shares of common stock issuable under the Purchase Agreement. On September 2, 2022, the Company filed the required registration statement and on October 24, 2022, the Registration Statement was declared effective. The Purchase Agreement provides that at any time after the effective date of the Registration Statement, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $1,000,000 in common stock per sale or 500% of the daily average share value traded for the 10 days prior to the closing request date, at a purchase price of 80% of the of the two lowest individual daily VWAPs during the ten (10) trading days preceding the draw down or put notice (“Valuation Period”), with a minimum request of $25,000 (“Request”). The payment for the shares covered by each request notice will occur on the business day immediately following the Valuation Period. 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 Purchase Agreement, on December 2, 2022, the Company submitted a put request to Tysadco to purchase 4,456,326 registered shares at a purchase price of $0.02244, for a total of $100,000 (“Put Request”). On December 5, 2022, Tysadco funded the Put Request and the Company issued 4,456,326 shares to Tysadco. The proceeds from the share sale are being used for working capital and general corporate purposes. Shares Issued – Promissory Note: As described in Note 10, 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. The Company recorded a gain of $72,500 for the year ended October 31, 2022 in connection with the settlement, representing the difference in the fair value of the shares issued and the amount of obligations settled. Shares Issued – Settlement of Litigation: As described in Note 14, during April 2022 the Company settled a lawsuit whereby the Company paid LAE $ 45,000 2,000,000 43,800 Shares Repurchased – Settlement of Litigation: As described in Note 14, during January 2023, the Company settled a lawsuit by repurchasing 24,800,001 500,000 500,000 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 the CMO terminated his consulting arrangement with the Company and agreed to receive ten-year warrants to purchase 3,150,000 Shares at an exercise price of $0.02 per Share, exercisable on a “cashless basis as full satisfactory for all unpaid consulting fee obligations totaling $139,500. 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 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 Shares Name Issued Albert Mitrani 80,000,000 Ian Bothwell 80,000,000 Dr. Maria Mitrani 80,000,000 Dr. George Shapiro 69,500,000 Dr. Allen Meglin - Michael Carbonara - Consultants 33,000,000 Total 342,500,000 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. During the years ended October 31, 2022 and 2021, a total 0 49,500,000 0 1,336,500 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. 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 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, 2022, a total of 83,400,000 Unvested Equity Instruments: A summary of unvested equity instruments outstanding for the years ended October 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 9,901,294 $ 0.040 Expired/Forfeited - $ - Outstanding at October 31, 2022 99,843,151 $ 0.057 Number of 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 As of October 31, 2022, the total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which such costs are expected to be recognized was $ 855,030 7 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 14.3 |