8-K
Zeo ScientifiX, Inc. (ZEOX)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 21, 2022
ORGANICELL
REGENERATIVE MEDICINE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55008 | 47-4180540 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission<br> File Number) | (IRS<br> Employer |
| of<br> Incorporation) | Identification<br> No.) | |
| 4045 Sheridan Avenue, Suite 239, Miami Beach, Florida | 33140 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
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):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each Class | Trading<br> Symbol | Name<br> of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
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, and unless otherwise indicated, the terms “the Company,” “Organicell,” “we,” “us” and “our” refer to Organicell Regenerative Medicine, Inc. and its subsidiaries.
Item3.02 Unregistered Sales of Equity Securities
The information set forth under Item 5.02 is incorporated herein by reference.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.
(a) Effective July 21, 2022 (the “Effective Date”), Albert Mitrani stepped down as the Company’s Chief Executive Officer and was appointed by the Board of Directors to the position of Executive Vice President of Sales.
(b) On the Effective Date, Matthew Sinnreich was appointed by the Board of Directors to the position of Chief Operating Officer and Acting Chief Executive Officer.
For more than the last five years, Mr. Sinnreich, 36, has been a self-employed entrepreneur, investor and developer in the real estate, securities and development stage company fields. Either individually, or as a partner in various entities, he has purchased and sold various properties, including luxury homes and developed, managed and operated a number of real estate projects, including an apartment building and various office and commercial properties. In connection therewith, Mr. Sinnreich has also been responsible for securing the financing for these projects. He has also met success in securities trading for his own account, in the equity, derivative and debt fields. Mr. Sinnreich has also been adept at providing equity and debt financing, both directly as an investor and with various business partners and corporate advisory services for various early-stage companies, including Organicell. Mr. Sinnreich holds a bachelor’s degree from the University of Miami School of Business.
On the Effective Date, Organicell and Mr. Sinnreich entered into a term sheet (the “Term Sheet”) setting forth in principle the terms of Mr. Sinnreich’s employment agreement with and compensation by the Company. Except with respect to the signing bonus described below, the Term Sheet is subject to the negotiation and execution of a definitive employment agreement embodying the provisions of the Term Sheet, as well as customary terms and conditions for an executive employment agreement (the “Employment Agreement”). The parties agreed to use their respective commercial best efforts to negotiate and execute the Employment Agreement within thirty (30) days of the Effective Date.
The Term Sheet provides that as an inducement for Mr. Sinnreich to join the Company, within five (5) days of the Effective Date, he will be issued 10,000,000 shares of restricted common stock and ten-year warrants to purchase 40,000,000 shares at a price of $0.034 per share, exercisable on a “cashless” basis. The foregoing shares and warrants vest immediately upon issuance.
The Employment Agreement will provide for an initial two-year term commencing on the Effective Date (the “Initial Term”), which will automatically renew for successive one-year terms (each a “Renewal Term,” and together with the Initial Term, the “Term”), unless terminated by either party upon not less than ninety (90) days’ prior written notice given before the expiration of the Initial Term or a Renewal Term, or earlier terminated as provided for therein.
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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, which shall vest in equal monthly installments of 2,000,000 shares each. During the second year of the Initial Term, Mr. Sinnreich will be entitled to receive a base salary of $25,000 per month, payable in cash of shares of Organicell’s common stock, at his election.
The Employment Agreement will provide that Mr. Sinnreich will be entitled to receive a bonus payment of $150,000, if and when during the Term, the Company generates $10,000,000 in funding from an equity line of credit arrangement that may be implemented by the Company in the future. In addition, Mr. Sinnreich will be entitled to receive an award of 15,000,000 shares of common stock if any of the following milestones are achieved during the Term and the twelve month period thereafter (provided the Employment Agreement and Mr. Sinnreich’s employment thereunder is terminated by the Company without cause).
| 1. | The<br>Company first obtains market capitalization of $1.0 billion for a three month consecutive period. |
|---|---|
| 2. | The<br>Company first obtains market capitalization of $2.0 billion for a three month consecutive period. |
| --- | --- |
| 3. | The<br>Company first obtains market capitalization of $5.0 billion for a three month consecutive period. |
| --- | --- |
| 4. | The<br>Company first obtains market capitalization of $10.0 billion for a three month consecutive period. |
| --- | --- |
The offer and sale of the above referenced securities were and will be issued in private transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder.
(c) On July 26, 2022, the Company issued a press release disclosing the above-referenced changes in management. A copy of the press release is filed as Exhibit 99.1 hereto.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated July 26, 2022 |
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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.
| Dated:<br> July 26, 2022 | ORGANICELL REGENERATIVE MEDICINE, INC. | |
|---|---|---|
| By: | /s/<br> Ian Bothwell | |
| Ian<br> Bothwell<br><br> Chief Financial Officer |
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Exhibit 99.1
ORGANICELLANNOUNCES MATT SINNREICH AS CEO
Miami, FL (July 26, 2022) — Organicell Regenerative Medicine, Inc. (OTCQB: OCEL), a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics in the extracellular vesicle space, announced today that the board of directors has appointed Matt Sinnreich as Chief Operating Officer and acting CEO. Sinnreich will replace Mr. Albert Mitrani, the founder of Organicell and CEO since September 2019, who is stepping down to serve as the Company’s EVP of sales.
Sinnreich, an early-stage investor in Organicell, helped fund the company’s audit in 2020 to bring their financials current and was instrumental in the creation of their flagship brand: Zofin.
Sinnreich comes from a development and entrepreneurial background. His track record includes profitable corporate exits, successful real estate transactions, and owner-operated residential and commercial real estate developments. Sinnreich has closed tens of millions in various financing instruments including everything from traditional real estate debt, fundraising for private companies, to collateralized derivatives and swaps.
Sinnreich is an early-stage investor in the ready to drink tequila-seltzer, Mamitas and owns a minority interest in Craig’sVegan Ice Cream.
Sinnreich graduated from the University of Miami Business School in 2008 where he also won the 2008 Rothschild Business Plan Competition.
Inresponse to his appointment, Sinnreich stated:
“I am humbled and grateful that the board and new investment groups have entrusted me to take Organicell to the next level. I believe that exosomes are a key element in the future of medicine and this company has the team to make that a reality. Albert and Mari Mitrani are pioneers in this space. They have assembled an incredible science team, developed an amazing product line, and built top tier production labs. All the ingredients are here for this company to become a major success.
As COO and acting CEO I will be focused on creating additional financing vehicles, growing the awareness of our products and brand, and most importantly maintaining an honest, transparent relationship with the shareholders.
My priorities right now are to work with our CFO, Ian Bothwell, to build out Organicell’s core executive team. I will pull from my network to surround myself with the best and brightest in the medical and financial arenas. I plan to create a robust ERP and data management system and to set up additional financing vehicles to fund our clinical trials.
I will also be taking to market Organicell’s newest biological product: Patient Pure X™ (PPX™).
PPX™ is Organicell’s first autologous product that is a non-manipulated biologic that concentrates a patient’s exosomes from their own peripheral blood. In plain English: we can concentrate a patient’s exosomes from their own blood.
Organicell’s science team and researchers are currently conducting studies to prove PPX’s effectiveness on pain, hair loss, its potential for aesthetic uses, and surgical recovery.
Organicell’s products have shown promising results in the early-stage data that has been collected. Once the company has the adequate data from our clinical trials to make the claims we are studying – I believe this company will be a disrupter in the biotech industry.”
AboutOrganicell Regenerative Medicines, Inc.
Organicell Regenerative Medicine, Inc. (OTCQB:OCEL) is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and the provision of other related services. The Company’s proprietary products are derived from perinatal sources and manufactured to retain the naturally occurring exosomes, hyaluronic acid, and proteins without the addition or combination of any other substance or diluent. To learn more, please visit https://organicell.com/.
Forward-LookingStatements
Certain of the statements contained in this press release should be considered forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by the use of forward-looking terminology such as “will”, “believes”, “expects”, “potential”, or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. We remind you that actual results could vary dramatically as a result of known and unknown risks and uncertainties, including but not limited to: potential issues related to our financial condition, competition, the ability to retain key personnel, product safety, efficacy and acceptance, the commercial success of any new products or technologies, success of clinical programs, ability to retain key customers, our inability to expand sales and distribution channels, legislation or regulations affecting our operations including product pricing, reimbursement or access, the ability to protect our patents and other intellectual property both domestically and internationally, and other known and unknown risks and uncertainties, including the risk factors discussed in the Company’s periodic reports that are filed with the SEC and available on the SEC’s website (http://www.sec.gov). You are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Specific information included in this press release may change over time and may or may not be accurate after the date of the release. Organicell has no intention and specifically disclaims any duty to update the information in this press release.
MediaContact:
Joshua Rodriguez
CEO and Founder
CNA Finance, LLC.
(503) 464-6502