8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of TheSecurities Exchange Act of 1934

Date of report (Date of earliest event reported): August 7, 2023

ORGANICELL REGENERATIVE MEDICINE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (888) 963-7881

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As used in this Current Report on Form 8-K (this “Report”), and unless otherwise indicated, the terms “the Company,” “Organicell,” “we,” “us” and “our” refer to Organicell Regenerative Medicine, Inc. and its subsidiaries.

Item 2.01 Completionof Acquisition or Disposition of Assets.

Effective, August 7, 2023, the Company sold its Basalt, Colorado laboratory facility (the “Laboratory”) to a non-affiliated third party purchaser (“Purchaser”). The transaction included the assignment of the leases for the Laboratory premises and certain laboratory equipment and the sale of leasehold improvements and inventory. The purchase price paid was $1,250,000 plus the assumption by Purchaser of all remaining financial and other obligations under the leases for the Laboratory premises and certain laboratory equipment. In addition, Organicell and Purchaser entered into a distribution agreement, pursuant to which Purchaser will become a non-exclusive distributor of Organicell’s products and a commission agreement, pursuant to which Organicell may become entitled to certain payments from Purchaser in connection with transactions by it with specified third parties.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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