8-K - ZEOX - Equibles

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): June 4, 2023

ORGANICELL REGENERATIVE MEDICINE, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55008	47-4180540
(State or Other Jurisdiction<br> of Incorporation)	(Commission<br> File Number)	(IRS Employer<br> Identification No.)
3321 College Avenue, Suite 246<br><br> <br>Davie, Florida	33314
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(Address of Principal Executive Offices)	(Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name 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 (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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a)	Resignation of Dr. Bhupendra Kumar Modi
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On June 4, 2023, Dr. Bhupendra Kumar Modi stepped down as Chairman of the Board and a director of Organicell.

(b)	Appointment of New Executive Officers and a New Director

On June 6, 2023, our board of directors appointed Harry Leider, M.D., M.B.A., as Chief Executive Officer and a member of the board of directors and Howard J. Golub, M.D., as Executive Vice President and Chief Science Officer. Ian T. Bothwell, who has served as Interim Chief Executive Officer since November 2022, in addition to his position as Chief Financial Officer will continue in his Chief Financial Officer role.

The following is a brief description of the background and business experience of Dr. Leider and Dr. Golub.

Dr. Harry Leider, 65, has over 25 years of experience as a senior healthcare executive in a variety of innovative high growth healthcare companies. Prior to joining Organicell, he served as the Chief Medical Officer and Executive Vice President of Apos Health from December 2022 to May 2023. From May 2018 to October 2022, Dr. Leider was the Chief Medical Officer and Executive Vice President of Gelesis, Inc., a biotech company that successfully developed an FDA-cleared therapy for obesity and went public in January 2022. Prior thereto, he served from 2013 to 2018 as the Chief Medical Officer and Group Vice President of Walgreens Boots Alliance. He has also previously served as a member of the Boards of Directors of Alivio Therapeutics, TytoCare and Mobile Help. In addition, Dr. Leider has served on the faculty of Harvard Medical School and the John Hopkins Carey School of Business, where he taught healthcare marketing. He received his medical degree from the University of Pennsylvania, an M.B.A. from the University of Washington where he was a Robert Wood Johnson Clinical Scholar, and his B.A., summa cum laude from Pennsylvania State University.

Dr. Howard L. Golub, 70, has been a principal in Care-Safe LLC (a senior clinical development consulting company whose corporate clients included biotech/drug/medical device companies) since 2008. He also currently serves as one of the Clinical Leads for the RADx N.I.H. program (designed to help companies develop and accelerate accurate COVID-19 testing and bring them to market). From 2014 to 2016, he was Vice President of Research and Development at Walgreens Boots Alliance, helping to develop a program that utilized its massive customer database to aid in clinical trial patient recruitment. In 1996, he was one of the founders of CareStat LLC, a 150 person CRO in the Boston area, where he served as Chief Executive Officer until the company was sold in 2008. For 20 years prior thereto, Dr. Golub was a serial entrepreneur, being one of the founders and an executive officer of three healthcare companies, two of which were successfully sold. In addition, from 2003 to 2013 he held an adjunct professorship at the Harvard-M.I.T. joint M.S./M.B.A. program where he taught a course entitled “Clinical Development for Private Enterprise.” Dr. Golub received his Ph.D. in biomedical engineering and an M.D. from a Harvard Medical School-M.I.T. joint program in 1983.

Organicell has entered into employment agreements with each of Dr. Leider and Dr. Golub.

Dr. Leider’s employment agreement provides for a base salary of $325,000 per year and the grant of an option under Organicell’s Equity Incentive Plan (the “IncentivePlan”) to purchase 57,000,000 shares of our common stock at a price of $0.012 per share (fair market value on the date of grant) (the “Leider Option”). The Leider Option vests in equal quarterly installments over a three-year period, contingent upon Dr. Leider’s continued employment with the Company and expires five years from the date of grant. The vesting of the Leider Option is accelerated in the event of a change in control of the Company (as described in the employment agreement) or if the Company achieves certain market cap valuations.

Dr. Leider will also receive reimbursement for certain temporary housing expenses in South Florida pending his relocation to South Florida, which is to occur prior to December 31, 2023 and reimbursement for certain moving expenses in connection with such relocation. He also shall be entitled to earn a commission of ten percent (10%) of the net profit (sales less cost of goods sold) generated by the sale of any of the Company’s biologic products sold directly by him solely from sources generated by him alone.

Dr. Leider’s employment with the Company is “At Will” meaning that his employment with the Company and his employment agreement may be terminated by the Company at any time, for any reason or for no reason at all and with or without “Cause” (as defined in the Agreement). Notwithstanding the foregoing, in the event the Company terminates Dr. Leider’s employment without Cause or Dr. Leider terminates his employment with the Company for “Good Reason” (as defined in the Agreement), Dr. Leider will be entitled to receive an amount equal to one year’s salary as severance, less the value of the Leider Option as vested on the date of termination, as calculated by subtracting the market price for the shares underlying the option as of the date of termination, less the exercise price for such shares, provided further, that the combined amount of the severance payment and market value of the Leider Option shall not be less than $200,000. In such circumstance he will also be entitled to receive a pro-rated share of any bonus earned for the year in which the termination takes place.

Dr. Golub’s employment agreement provides for a base salary of $150,000 per year. Dr. Golub will not be a full-time employee, but rather will devote such amount of his working time as the Company deems reasonably necessary to fulfill his duties thereunder (estimated to be approximately ½ his working time). Dr. Golub will perform his duties remotely from his residence , with travel, as required by his position. He will be permitted to continue serving as a Principal of Care-Safe, LLC.

Dr. Golub is also granted an option under the Incentive Plan to purchase 50,000,000 shares of our common stock at a price of $0.012 per share (fair market value on the date of grant) (the “Golub Option”). The Golub Option vests in equal quarterly installments over a one-year period, contingent upon Dr. Golub’s continued employment with the Company and expires five (5) years from the date of grant.

Dr. Golub’s employment with the Company is “At Will” meaning that his employment with the Company and his employment agreement may be terminated by the Company at any time, for any reason or for no reason at all and with or without “Cause” (as defined in the Agreement). Notwithstanding the foregoing, in the event the Company terminates Dr. Golub’s employment without Cause or Dr. Golub terminates his employment with the Company for “Good Reason” (as defined in the Agreement), Dr. Golub will be entitled to receive an amount equal to one year’s base salary as severance. He will also be entitled to receive a pro-rated share of any bonus earned for the year in which the termination takes place.

Both employment agreements contain customary confidentiality, non-competition and non-solicitation covenants.

The above description of the employment agreements entered into between Organicell and each of Dr. Leider and Dr. Golub, is qualified in its entirety by the copies of the employment agreements filed as Exhibits 10.1 and 10.2 to this Report.

Item 7.01	Regulation FD Disclosure.

Attached as Exhibit 99.1 is an investor presentation, dated June 2023, that will be used by Organicell in making presentations to certain existing and potential stockholders of the Company, analysts and other members of the investment community.

The foregoing information, including the investor presentation attached hereto as Exhibit 99.1, is being furnished pursuant to Item 7.01 of this Current Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
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Exhibit No.	Description
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10.1	Employment Agreement with Dr. Harry Leider
10.2	Employment Agreement with Dr. Howard L. Golub
99.1*	Investor Presentation, dated June 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Furnished but not filed.
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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: June 6, 2023	ORGANICELL REGENERATIVE MEDICINE, INC.
	By:	/s/ Ian Bothwell
		Ian Bothwell<br> Chief Financial Officer

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into effective June 1, 2023 (the “Effective Date”), by and between ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation (“Organicell” or the “Company”), and Harry Leider (“Executive”).

RECITALS

WHEREAS, the Company desires to secure the services of Executive, and Executive desires to furnish such services to the Company on and subject to, the terms and conditions set forth in this Agreement; and

WHEREAS, the Executive, due to the nature of Executive’s duties, will be provided access to the Company’s trade secrets and other confidential information and the Company desires to maintain the confidentiality of the same.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which the parties hereto agree as follows:

Duties; Reporting; and Place of Employment.

(a) The Company hereby employs Executive, and Executive agrees to serve the Company, as the Chief Executive Officer (“CEO”) for the Company. Executive shall serve on a full-time basis, devote all necessary time to the Company and be responsible for all tasks identified in his job description, as it may be amended from time to time, and as otherwise instructed by the Company. Without limiting the foregoing or the duties set forth in his job description, (i) Executive’s responsibilities will involve among others, the tasks outlined in Schedule A; and (ii) Executive may devote a de minimis portion of his time to continue to serve as a member of the Advisory Board of the legal entities listed in Schedule A. Notwithstanding, nothing in this Agreement shall interfere with, limit or prevent Executive’s duties and responsibilities under the Sales Representative Agreement with Exotropin LLC dated June 25, 2023 (hereinafter the “Sales Agreement”). The Company hereby acknowledges that the Sales Agreement and Executives performance thereof is in no way to be construed as a breach of this Agreement.

(b) Executive shall report directly to the Company’s Board of Directors and to any advisors designated by the Board of Directors.

(c) Executive will perform his duties at the Company’s headquarters in Davie, Florida, with travel as required by his position. provided, however, that the Company and Executive acknowledge that between the Effective Date and January 1, 2024, the Executive will spend at least three (3) weeks per month at the Company’s headquarters, with the balance of working time being conducted remotely. Executive will locate to South Florida on or before January 1, 2024, at which time Executive will perform his duties at the Company’s headquarters on a full time basis, subject to travel as required by his position.

(d) If requested, executive will serve as a member of the Company’s Board of Directors for no additional compensation. If Executive ceases to be the Company’s Chief Executive Officer, he will be deemed to have resigned as a member of the Board without further action on his part.

Term and Termination.

(a) Executive’s first day of employment will be June 1, 2023 and shall continue for a term of twelve (12) months (the “Initial Term”). Thereafter, the Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”), unless sooner terminated by either party upon not less than thirty (30) days prior written notice given prior to expiration of the Initial Term or a Renewal Term, unless earlier terminated as provided for herein. The Initial Term, together with any Renewal Term or Renewal Terms, as the case may be, is referred to herein as the “Term.”

(b) Notwithstanding the foregoing, the Executive understands and agrees that his employment with the Company is “At Will,” which means the Executive’s employment with the Company can be terminated by the Company at any time, for any reason or no reason at all and with or without cause. In the event of any conflict between this Agreement and any written or oral policy, including employee benefit plans or past practice of the Company, this Agreement shall govern. In the event that the Company shall terminate the Executive’s employment with the Company, the Executive shall not be entitled to any compensation other than the payment of unpaid Salary through the date of termination, provided, however, that if the Company terminates the Executive’s employment with the Company without Cause or if the Executive terminates the Agreement for Good Reason, Executive shall be entitled to receive an amount equal to one year’s salary as severance, less the value of the Option as vested on the date of termination, as calculated by subtracting the market price for the underlying shares as of such date, less the exercise price for such shares. In any case, the value of the severance payment and net value to the stock will be no less than $200,000. Any payments or other distributions from any employee benefit plan, if any, will be made pursuant to the rules of each plan. Upon termination by the Company other than for Cause or termination by Executive for Good Reason, Executive shall also be entitled to Executive’s prorated Bonus (as defined in Section 3(b) below) and all Commissions earned in accordance with Section 3(c) below.

(c) “Cause” as used herein shall mean (i) Executive’s fraud against the Company, misappropriation of Company assets, embezzlement, theft, or the conviction of a crime involving drug abuse, violence, dishonesty or theft; or (ii) Executive’s (a) willful and material breach of this Agreement, which is materially and demonstrably injurious to the Company; (b) willful and material misconduct which is materially and demonstrably injurious to the Company; or (C) willful and continued failure substantially to perform material duties Executive is required to perform under this Agreement (other than as a result of partial or total incapacity due to physical or mental illness) which is materially and demonstrably injurious to the Company, which willful and material breach, willful and material misconduct, willful and continued failure substantially to perform material duties continues for more than fifteen (15) days following the Company’s written notice to Executive describing in reasonable detail the willful and material breach, willful and material misconduct, willful and material failure substantially to perform material duties and the requirements to cure such material breach, misconduct or failure.

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(d) “Good Reason” as used herein means the occurrence of one or more of the following events that results in a material negative change in the Executive’s employment relationship with the Company arising without the express written consent of the Executive:

(i)	a reduction<br>in the Executive’s Base Salary; or
(ii)	a diminution<br>in employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans) and perquisites applicable<br>to the Executive from those substantially similar to the employee benefits and perquisites provided by the Company (including subsidiaries)<br>to executives with comparable duties, as such benefits may be modified from time to time; or
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(iii)	[Intentionally<br>Omitted]; or
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(iv)	the<br>Company or a subsidiary thereof requiring the Executive to be permanently based anywhere more than sixty (60) miles of the Executive’s<br>job location immediately prior to the reassignment; or
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(v)	any<br>other action that constitutes a material breach by the Company of this Agreement; or
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(vi)	a change<br>in voting control.
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Compensation and Related Matters.

(a) Base Salary. The Company agrees that, in consideration of the services performed hereunder, it will pay to Executive an annual salary of $325,000 paid in bi-weekly installments at the Company’s regular and customary payroll intervals, subject to withholding of applicable taxes (“Salary”).

(b) Annual Bonus. During the Term (as defined herein). the Executive may be paid a performance bonus to the extent earned, based on criteria established by the Company’s Board of Directors, from time to time, in its sole discretion.

(c) Commissions. During the Term, Executive shall be entitled to earn a commission of ten percent (10%) of the net profit (sales less cost of goods sold) generated by the sale of any of the Company’s biologic products sold directly by Executive solely from sources generated by himself alone. Commissions shall be deemed earned upon receipt of the Company of payment for such sales. Commissions shall be paid within thirty (30) days of the receipt by the Company of payment for any such sales.

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(d) Other Benefits. The Executive shall eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company’s group medical (at no cost to Executive), dental, vision, disability, life insurance, and flexible-spending account plans.

(e) Equity Incentive Plan. On the Effective Date, the Executive shall be granted receive a five-year option (the “Option”) under the Company’s Equity Incentive Plan (the “Plan”) to purchase a number of shares of the Company’s outstanding common stock equal to three percent (3%) of the Company’s issued and outstanding common stock at the Effective Date, at an exercise price equal to $0.012 per share. The Option vests in equal quarterly installments over a three-year period, and is contingent upon executive’s continued employment with the Company. Notwithstanding the foregoing, in the event of a change in voting control of the Company, whereby Skycrest Holdings, LLC and Greyt Ventures LLC no longer hold Series C Preferred Shares in the Company, within one year of the Effective Date, then the Option shall immediately vest as to fifty percent (50%) of the shares covered thereby. In the event such a change in control occurs after one year from the Effective Date, the Option shall immediately vest in full. If during the Term, the Company’s market cap valuation equals or exceeds $300 million measured over an average of 45 days, the vesting or the Option shall be accelerated by six (6) months; if during the Term, the Company’s Market Cap as so measured. If and when, under the exact same circumstances, the Company’s Market Cap equals or exceeds $500 million, the Option shall vest in full. The grant of the Option shall be evidenced by an option agreement or similar instrument containing such additional terms and conditions as the Company and the Executive may agree to therein.

(f) Temporary Housing and Relocation Expenses.

(i)	The Company shall reimburse Executive for temporary housing for the months of September, October and November 2023 (provided Executive has not relocated to South Florida by that time) up to an aggregate of $4,000 per month (subject to the submission of substantiating documentation).
(ii)	The Company shall reimburse Executive up to an aggregate of $5,000 in connection with his relocation to South Florida (subject to the submission of substantiating documentation).
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(g) Withholding. All amounts payable to Executive under this Agreement shall be subject to all required federal, state and local withholding, payroll and insurance taxes.

4. Company Property.

As used in this Agreement, the term “Company Property” means all documents, papers, computer printouts and disks, records, customer or prospect lists, files, manuals, supplies, computer hardware and software, equipment, inventory and other materials, whether in written, graphic or electronic format, that have been created, used or obtained by the Company, or otherwise belonging to the Company, as well as any other materials containing Confidential Information. Executive recognizes and agrees that:

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●	all<br>Company Property shall be and remain the property of the Company;
●	Executive<br>will preserve, use and hold Company Property only for the benefit of the Company and to carry out the Company’s business; and
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●	when<br>Executive’s employment is terminated, Executive will immediately deliver to Organicell all Company Property, including all copies<br>or any other types of reproductions which Executive has in Executive’s possession or control.
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Work Product. Executive agrees that, during the Term of Executive’s employment with the Company:

(a) Executive will disclose promptly and fully to the Company all works of authorship, inventions, discoveries, improvements, designs, processes, software, or any improvements, enhancements, or documentation of or to the same that Executive makes, works on or conceives, individually or jointly with others, in the course of Executive’s employment by the Company or with the use of the Company’s time, materials or facilities, in any way related or pertaining to or connected with the conception, development and formulation of future Products or which results from or are suggested by any work Executive may do for the Company and whether produced during normal business hours or on personal time (collectively, “Work Product”);

(b) All Work Product of the Executive shall be deemed to be “work made for hire” within the meaning of §101 of the Copyright Act and all rights to copyright shall be vested entirely in the Company. If for any reason the Work Product is deemed not to be “work made for hire” and its rights to copyright are thereby in doubt, this Agreement shall constitute, without further action by Executive, an irrevocable assignment, transfer and conveyance by the Executive to the Company of all right, title and interest in and to all Work Product created under this Agreement. The parties intend that all intellectual property rights in all Work Product, including without limitation any and all rights of whatever kind and nature now or hereafter to distribute and reproduce such Work Product is the sole and exclusive property of the Company.

(c) Executive shall make and maintain adequate and current written records and evidence of all Prior Work and Work Product, including drawings, work papers, graphs, computer records and any other document which shall be and remain the property of the Company, and which shall be surrendered to the Company upon request and upon the termination of the Executive’s employment with the Company, regardless of cause.

Cooperation In Perfecting Rights To Prior Work And Work Product.

(a) Executive agrees to assign and hereby assigns to Company, all rights Executive may have or may acquire in any such Work Product.

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(b) Executive agrees to perform, during and after Executive’s employment, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in and to the Work Product assigned to the Company hereunder. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents, copyrights or other legal proceedings.

(c) In the event that the Company is unable for any reason to secure Executive’s signature to any document required to apply for or execute any patent, copyright or other applications with respect to any Work Product (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agents and attorneys-in-fact to act for and on Executive’s behalf and instead of Executive, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Executive.

Non-Solicitation.

During the period of Executive’s employment with the Company and for a period of two (2) years thereafter (the “Restricted Period”), Execute shall not, on Executive’s own behalf or on behalf of any person, firm or corporation, or in any capacity whatsoever, (a) attempt to employ or enter into any oral agreement or contractual arrangement with any employee or former employee of the Company; (b) solicit any persons or entities with which was a vendor, supplier, customer or client of the Company during the term of Executive’s employment or at the time of the termination of the Employment with the Company was being solicited to become a vendor, supplier, customer or client of the Company; or (c) induce, suggest, persuade or recommend to any such persons or entities that they terminate, alter or refrain from renewing or extending their relationship with the Company or become a client of Executive or any third party, and Executive shall not induce or permit any other person to approach any such person or entity for any purpose.

Non-Competition.

During the Restricted Period, Employee shall not, directly or indirectly engage in or have any interest in, directly or indirectly, any sole proprietorship, partnership, corporation, limited liability company or any other person or entity (whether as an employee, officer, director, member, manager, partner, agent, security holder, creditor, consultant or otherwise) that, directly or indirectly, engages in the conception, development, formulation, manufacturing, marketing and/or sale of any products or services in a Competitive Business, provided, however, that Employee may hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any publicly traded corporation, so long as Employee does not acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such corporation. As used herein, “Competitive Business” means a business engaged in development of therapies for regenerative medicine. The Company acknowledges that Executive’s performance under the Sales Agreement is not in violation of this Section 8, and may continue before, during and after the Restricted Period.

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Confidential Information.

(a) By virtue of Executive’s employment at the Company, Executive may obtain confidential or proprietary information developed, or to be developed, by the Company. “Confidential Information” means all information, whether in oral, written, graphic or electronic format, including, without limitation, (i) the identity of customers, suppliers, subcontractors and others with whom the Company does or proposes to do business; (ii) marketing methods and strategies; (iii) contract terms, pricing, margin, cost information and other information regarding the relationships between the Company and the persons and entities with which the Company has contracted or proposes to contract; (iv) the Company’s present planned services, products, specifications, analyses, software, technology, developments, improvements and methods of operation; (v) projected financial performance, proposed sales and profit performance and financial requirements; (vi) the identity of and compensation paid or proposed to be paid to employees, consultants and agents; (vii) business plans, models or strategies and the information contained therein; (viii) sources, leads, or methods of obtaining new business; (ix) designs, inventions, patents, patents pending, licenses and sublicenses; (x) data, know-how, formulae, processes, discoveries, inventions and ideas, whether or not patentable, copyrightable or subject to protection as a trademark or trade name; (xi) acquisitions, divestitures, alliances and other business relationships and (xii) other information, data and documents now existing or later acquired by the Company, regardless of whether any of such information, data or documents qualify as a “trade secret” under applicable Federal or state law.

(b) Notwithstanding the foregoing, Confidential Information shall not include information or material that, through no action or fault of Executive (i) is publicly available or becomes publicly available; or (ii) is or becomes available to Executive from a source other than the Company, provided that the source of such information was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company with respect thereto.

Non-Disclosure.

Executive agrees that, except as directed by the Company, Executive will not at any time (during the Term of this Agreement and Executive’s employment by the Company or at any time thereafter), except as may be expressly authorized by the Company in writing, disclose to any person or use any Confidential Information whatsoever for any purpose whatsoever, or permit any person whatsoever to examine and/or make copies of arty reports or any documents or software (whether in written form or stored on magnetic, optical, electronic or other mass storage media) prepared by Executive or that come into Executive’s possession or under Executive’s control by reason of Executive’s employment by the Company. Executive further agrees that, while employed at the Company, no Confidential Information shall be removed from the Company’s business premises, without prior written consent of the Company.

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Enforcement; Survival.

(a) Executive acknowledges that (a) the services to be rendered by Executive are of a special, unique, and extraordinary character, (b) in connection with such services, Executive will have control over the Software which is critical to the Company and Executive will have access to Confidential Information vital to the Company and its business, and (c) therefore the obligations and restrictive covenants set forth in Sections 4, 5, 6, 7, 8, 9, 10 and 11 are reasonable. Accordingly, Executive consents and agrees that if Executive violates any of the provisions of Sections 4, 5, 6, 7, 8, 9, 10 and 11, Organicell would sustain irreparable harm and, therefore, in addition to any other remedies which may be available to it and notwithstanding anything to the contrary herein, Organicell shall be entitled to apply to any court of competent jurisdiction for an injunction restraining Executive from committing or continuing any such violation of this Agreement. Nothing in this Agreement shall be construed as prohibiting Organicell from pursuing any other remedy or remedies including, without limitation, recovery of damages. The parties acknowledge that all members and entities contained within Organicell, including all direct and indirect subsidiaries and affiliates, are intended third-party beneficiaries to this Agreement with full rights to enforce, among other things, the restrictions contained in Sections 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement.

(b) The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 18 and 19 of this Agreement shall survive the expiration or termination of this Agreement.

Severability.

If any of the provisions of this Agreement, or the application thereof to any person, party or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision or provisions to persons, parties or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Attorneys’ Fees.

In the event of a dispute arising out of this Agreement or the transactions contemplated hereunder, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorney’s fees and expenses incurred in connection with such dispute at all levels.

Notices.

All notices, requests, demands, waivers, consents, approvals or other communications required or permitted hereunder shall be in writing and shall be deemed to have been given when received if delivered personally, by overnight courier or by fax, or three days after being mailed if sent by certified or registered mail, postage prepaid, return receipt requested, to the following addresses:

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If to Organicell:	Organicell Regenerative Medicine,<br><br> <br>3321 College Avenue, Suite 246<br><br> <br>Davie, FL 33314<br><br> <br>Attn:<br> Ian T. Bothwell, Chief Financial Officer<br><br> <br>ian@organicell.com
If to Executive:	Harry Leider

Any party may by notice change the address to which notice or other communications to it are to be delivered or mailed. In addition to the foregoing, notice may be accomplished by electronic mail to Executive’s electronic mail address.

Entire Agreement; Amendment.

This Agreement, including the Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and shall not be modified or affected by any offer, proposal, statement, or representation, oral or written, made by or for either party. Whenever the masculine pronoun is used, it includes the feminine pronoun, and the singular includes the plural, and vice versa, where the context requires. This Agreement may not be amended or modified except by an instrument in writing signed by the Company and Executive.

Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns and upon Executive and her heirs, executors, administrators, or other legal representatives.

WAIVER OF JURY TRIAL.

AS TO ANY NON-ARBITRABLE CLAIM, EXECUTIVE AND COMPANY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THEIR AGREEMENT OR RELATING THERETO OR ARISING FROM THE EMPLOYMENT RELATIONSHIP WHICH IS THE SUBJECT OF THER AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Page **9** of **11**

Governing Law; Venue. This is Agreement and shall be construed under and be governed in all respects by the laws of Florida for contracts to be performed in that state and without giving effect to the conflict of laws principles of Florida or any other state. The Parties hereto consent to venue in the Broward County, Florida, for all purposes in connection with any action or proceeding commenced between the Parties hereto in connection with or arising from this Agreement.
“Company” Defined. As used in this Agreement, the term “Company” shall mean the Company, its parent, subsidiaries, divisions and affiliates.
Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile, .PDF or other electronic transmission (which shall be deemed to be an original), each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below, effective as of the Effective Date.

THE COMPANY:
ORGANICELL REGENERATIVE MEDICINE, INC.
By:	/s/ Ian T. Bothwell
	Ian T. Bothwell
	Chief Financial Officer
EXECUTIVE:
---
/s/ Harry Leider
Harry Leider

Page **10** of **11**

SCHEDULE A

Duties Of CEO

●	Perform the duties and obligations attributable and prescribed to Executive as the Chief Executive Officer of the Company under the Articles of Incorporation and By-Laws of the Company and applicable law.
●	Perform other duties as may be designated to Executive by the Board of Directors of the Company.
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The Executive is hereby permitted to continue to serve as a member of the Advisory Boards of Alto Pharmacy, League Healthcare and Arche Healthcare.

Page **11** of **11**

Exhibit 10.2

EMPLOYMENT AGREEMENT

RECITALS

WHEREAS, Executive, due to the nature of Executive’s duties, will be provided access to the Company’s trade secrets and other confidential information and the Company desires to maintain the confidentiality of the same.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which the parties hereto agree as follows:

Duties; Reporting; and Place of Employment.

(a) The Company hereby employs Executive, and Executive agrees to serve the Company, as the Executive Vice-President of Clinical Research and Development and Chief Science Officer (“CSO”) and be responsible for all tasks identified in his job description, as may be amended from time to time, and as otherwise instructed by the Company. The Company and Executive agree that Executive shall serve on a part-time (1/2 time) basis; provided, however, that Executive shall devote such amount of his working time as the Company deems reasonably necessary to fulfill his duties hereunder. Executive may continue to serve as a Principal of Care-Safe LLC, a senior, clinical development consulting firm.

(b) Executive shall report directly to the Chief Executive Officer and to any advisors designated by the Board of Directors.

(c) The Company and Executive agree that Executive will perform his duties remotely from his residence or elsewhere, with travel to the Company’s headquarters in Davie, Florida or laboratory or clinical trial locations used by the Company, with travel as reasonably requested by the Company or required by his position.

Term and Termination.

(a) Executive’s first day of employment will be June 1, 2023, and shall continue for a term of twelve (12) months (the “Initial Term”). Thereafter, the Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”), unless sooner terminated by either party upon not less than thirty (30) days prior written notice given prior to expiration of the Initial Term or a Renewal Term, unless earlier terminated as provided for herein. The Initial Term, together with any Renewal Term or Renewal Terms, as the case may be, is referred to herein as the “Term.”

(b) Notwithstanding the foregoing, Executive understands and agrees that his employment with the Company is “At Will,” which means Executive’s employment with the Company can be terminated by the Company at any time, for any reason or no reason at all and with or without cause. In the event of any conflict between this Agreement and any written or oral policy, including employee benefit plans or past practice of the Company, this Agreement shall govern. In the event that the Company shall terminate Executive’s employment with the Company, Executive shall not be entitled to any compensation other than the payment of unpaid Salary through the date of termination, provided, however, if the Company terminates the Executive’s employment with the Company without Cause, or if the Executive terminates the Agreement for Good Reason, Executive shall be entitled to receive an amount of salary as severence equal to the months employed up to a maximum of 12 months in addition to the the Executives’s prorated bonus, if any. Any payments or other distributions from any employee benefit plan, if any, will be made pursuant to the rules of each plan.

(c) “Cause” as used herein shall mean (i) executive’s fraud against the Company, misappropriation of Company assets, embezzlement, theft, or the conviction of a crime involving drug abuse, violence, dishonesty or theft; or (ii) Executive’s (a) willful and material breach of this Agreement, which is materially and demonstrably injurious to the Company; (b) willful and material misconduct which is materially and demonstrably injurious to the Company; or (C) willful and continued failure substantially to perform material duties Executive is required to perform under this Agreement (other than as a result of partial or total incapacity due to physical or mental illness) which is materially and demonstrably injurious to the Company, which willful and material breach, willful and material misconduct, willful and continued failure substantially to perform material duties continues for more than fifteen (15) days following the Company’s written notice to Executive describing in reasonable detail the willful and material breach, willful and material misconduct, willful and material failure substantially to perform material duties and the requirements to cure such material breach, misconduct or failure.

(d) “Good Reason” as used herein means the occurrence of one or more of the following events that results in a material negative change in the Executive’s employment relationship with the Company arising without the express written consent of the Executive:

(i)	a reduction in the Executive’s Base Salary; or

(ii)	a diminution in employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans) and perquisites applicable to the Executive from those substantially similar to the employee benefits and perquisites provided by the Company (including subsidiaries) to executives with comparable duties, as such benefits may be modified from time to time; or
(iii)	a Material Diminution in Authority; or
---	---
(iv)	the Company or a subsidiary thereof requiring the Executive to be permanently based anywhere more than sixty (60) miles of the Executive’s job location immediately prior to the reassignment; or
---	---
(v)	any other action that constitutes a material breach by the Company of this Agreement; or
---	---
(vi)	a change in voting control.
---	---

Compensation and Related Matters.

(a) Base Salary. The Company agrees that, in consideration of the services performed hereunder, it will pay to Executive an annual salary of $150,000 paid in bi-weekly installments at the Company’s regular and customary payroll intervals, subject to withholding of applicable taxes (“Salary”). The Salary shall be subject to review by the Board of Directors on the last day of the sixth (6^th^) month from the Effective Date.

(b) Annual Bonus. During the Term (as defined herein). Executive may be paid a performance bonus to the extent earned, based on criteria established by the Company’s Board of Directors, from time to time, in its sole discretion.

(c) Other Benefits. Executive shall be eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other Senior Executives of the Company, including, without limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spending account plans.

(d) Equity Incentive Plan. On the Effective Date, Executive shall receive a five-year option (the “Option”) under the Company’s Equity Incentive Plan (the “Plan”) to purchase 50,000,000 shares of the Company’s common stock, at an exercise price equal to $0.012 per share. The Option vests in equal quarterly installments over a one-year period, is contingent upon Executive’s continued employment with the Company. The grant of the Option shall be evidenced by an option agreement or similar instrument containing such additional terms and conditions as the Company and Executive may agree to therein and shall be otherwise subject to the terms and conditions of the Plan.

(e) Withholding. All amounts payable to Executive under this Agreement shall be subject to all required federal, state and local withholding, payroll and insurance taxes.

Company Property.

●	all Company Property shall be and remain the property of the Company;
●	Executive will preserve, use and hold Company Property only for the benefit of the Company and to carry out the Company’s business; and
---	---
●	when Executive’s employment is terminated, Executive will immediately deliver to Organicell all Company Property, including all copies or any other types of reproductions which Executive has in Executive’s possession or control.
---	---

Work Product. Executive agrees that, during the Term of Executive’s employment with the Company:

(b) All Work Product of Executive shall be deemed to be “work made for hire” within the meaning of §101 of the Copyright Act and all rights to copyright shall be vested entirely in the Company. If for any reason the Work Product is deemed not to be “work made for hire” and its rights to copyright are thereby in doubt, this Agreement shall constitute, without further action by Executive, an irrevocable assignment, transfer and conveyance by Executive to the Company of all right, title and interest in and to all Work Product created under this Agreement. The parties intend that all intellectual property rights in all Work Product, including without limitation any and all rights of whatever kind and nature now or hereafter to distribute and reproduce such Work Product is the sole and exclusive property of the Company.

(c) Executive shall make and maintain adequate and current written records and evidence of all Prior Work (as defined herein) and Work Product, including drawings, work papers, graphs, computer records and any other document which shall be and remain the property of the Company, and which shall be surrendered to the Company upon request and upon the termination of Executive’s employment with the Company, regardless of cause.

Cooperation In Perfecting Rights To Prior Work And Work Product.

(a) Executive agrees to assign and hereby assigns to Company, all rights Executive may have or may acquire in any such Work Product.

Non-Solicitation.

Non-Competition.

During the Restricted Period, Employee shall not, directly or indirectly, engage in or have any interest in, any sole proprietorship, partnership, corporation, limited liability company or any other person or entity (whether as an employee, officer, director, member, manager, partner, agent, security holder, creditor, consultant or otherwise) that, directly or indirectly, engages in the conception, development, formulation, manufacturing, marketing and/or sale of any products or services in a Competitive Business, provided, however, that Employee may hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any publicly traded corporation, so long as Employee does not acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such corporation. As used herein, “Competitive Business” means a business engaged in development of therapies for regernerative medicine, and it is recognized that the Executive is a professional consultant and is currently only ½ time with the Company and maybe performing services in a Non-Competitive business.

Confidential Information.

Non-Disclosure.

Enforcement; Survival.

(b) The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 18 and 19 of this Agreement shall survive the expiration or termination of this Agreement.

Severability.

Attorneys’ Fees.

Notices.

If to Organicell:	Organicell Regenerative Medicine,<br><br> <br>3321 College Avenue, Suite 246<br><br> <br>Davie, FL 33314<br><br> <br>Attn: Ian T. Bothwell, Chief Financial Officer<br><br> <br>ian@organicell.com
If to Executive:	Howard Golub

Entire Agreement; Amendment.

This Agreement, including the Exhibits hereto and any agreement with respect to the Escrow Deposit, represents the entire agreement between the parties with respect to the subject matter hereof and shall not be modified or affected by any offer, proposal, statement, or representation, oral or written, made by or for either party. Whenever the masculine pronoun is used, it includes the feminine pronoun, and the singular includes the plural, and vice versa, where the context requires. This Agreement may not be amended or modified except by an instrument in writing signed by the Company and Executive.

Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns and upon Executive and her heirs, executors, administrators, or other legal representatives.

WAIVER OF JURY TRIAL.

Governing Law; Venue. This Agreement shall be construed under and be governed in all respects by the laws of Florida for contracts to be performed in that state and without giving effect to the conflict of laws principles of Florida or any other state. The Parties hereto consent to venue in state or federal court in Broward County, Florida, for all purposes in connection with any action or proceeding commenced between the Parties hereto in connection with or arising from this Agreement.
“Company” Defined. As used in this Agreement, the term “Company” shall mean the Company, its parent, subsidiaries, divisions and affiliates.
Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile,. PDF or other electronic transmission (which shall be deemed to be an original), each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below, effective as of the Effective Date.

THE COMPANY:

ORGANICELL REGENERATIVE MEDICINE, INC.

By:	/s/ Ian T. Bothwell
	Ian T. Bothwell
	Chief Financial Officer

EXECUTIVE:

/s/ Howard Golub
Howard Golub, M.D. Ph.D.

Exhibit 99.1

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. No Offering of Securities No offer is made by this Investor Presentation (this "Presentation") to invest in Organicell Regenerative Medicine, Inc .. (the "Company") or to purchase any of its securities . Any offer to make such an investment or purchase and such investment or purchase will be made only pursuant to definitive offering documentation furnished by the Company . Forward - Looking Statements This Presentation includes statements that are, or may be deemed, “forward - looking statements” and information within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended (the “Securities Act”) and Section 21 E of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . In some cases, you can identify forward - looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” “would” or the negative thereof, other variations thereon or other comparable terminology . We operate in a very competitive and rapidly - changing environment and new risks emerge from time to time . As a result, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward - looking statements we may make . In light of these risks, uncertainties and assumptions, the forward - looking events and circumstances discussed in this Presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward - looking statements . You are cautioned not to place undue reliance upon such forward looking statements as predictions of future events . Although we believe that the expectations reflected in the forward - looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward - looking statements will be achieved or occur . We direct you to the Company’s Annual Report on Form 10 - K for the year ended October 31 , 2022 , our Quarterly Report on Form 10 - Q for the quarter ended January 31 , 2023 , and our current reports on Form 8 - K and our other filings with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Exchange Act, that may be filed subsequent to the date of this presentation . You may view and obtain these documents at the SEC’s website at www . sec . gov . Any forward - looking statement included in this Presentation speaks only as of the date hereof . Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward - looking statements, whether as a result of new information, future events or any other reason after the date of this Presentation . Disclaimers 2 2

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Our Mission To transform medicine by developing novel regenerative biologic therapies and nano - technologies to address a broad range of critical medical conditions 3 3

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Brief History of Regenerative Medicine Definition: Regenerative Medicine replaces or regenerates human cells, tissue or organs, to restore normal function. • Only a few human cell types regenerate naturally : blood cells, liver tissue, skin, fingertip up to age 11 • It’s a novel field of medicine which holds the promise of curing or effectively treating diseases related to aging or injury • 1954: First kidney replacement – risk of rejection reduced later by cyclosporin • 1968: First bone marrow transplant • 1983 Exosomes discovered - we have only understood their function over the last 5 - 7 years • 1998: Isolation of human stem cells • 2007: Discovery of stems cells derived from amniotic fluid and placenta • 2017: First two gene therapies approved by FDA for two rare diseases 4

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. The Regenerative Medicine Market ▪ The global regenerative medicine market has reached $24 billion in 2022. 1 ▪ Projected to reach $180 billion by 2032, expanding at a CAGR of 15.7% from 2023 to 2032. ▪ The presence of a strong research pipeline is a major driver of growth in the market. ▪ The therapeutics segment (vs. diagnostic segment) holds the largest share in the regenerative medicine market. ▪ The aging population coupled with an increasing rate of age - related disorders significantly drives the increasing need for regenerative therapy. ▪ Highly affluent baby - boomers with the financial means to pay for regenerative therapies. $24 $29 $36 $44 $54 $66 $81 $101 $126 $150 $175 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Regenerative Medicine Market (Billions) 1 Source : Regenerative Medicine Market. Precedence Research. (2023, January). https:// www.precedenceresearch.com /regenerative - medicine - market 5

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Types of Cellular/Tissue Based Therapies 1. Amniotic fluid - based therapies ( Organicell ) x Technology evaluated since 1910 for safety and efficacy x Tissue processed from human amniotic membrane and fluid, donated by consenting mothers delivering a full - term healthy baby by scheduled Caesarean section x Avoids any ethical or moral concerns, has proven safety record, studies document success in a multitude of systemic and local pathologies 2. Peripheral blood derived therapies (i.e., platelet rich plasma and PPX Ρ ) 3. Bone marrow - derived stem cell therapies 4. Adipose - derived stromal vascular fraction 5. Placental cell therapies 6 Organicell does not use these therapeutics as they have significant manufacturing, regulatory, and clinical challenges

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Organicell Snapshot Organicell Regenerative Medicine, Inc. A publicly - traded: (OCEL), clinical - stage biopharmaceutical company committed to the research, development, and manufacture of novel regenerative technologies . Unlike most biotech companies, Organicell has: x Multiple opportunities to grow current revenue streams to reduce need for lower valuation capital while conducting the requisite R&D studies to gain FDA approval for our biologic/nanoparticle therapeutics for multiple major diseases. x 5 FDA INDs awarded for clinical trials for COVID, long - haul COVID, knee osteoarthritis, and COPD. x The ability to leverage our technology to create therapies for other serious conditions. 7

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Exosome Basics ▪ Extracellular vesicles (EVs) are a category of cell - derived membranous structures. ▪ Exosomes are a class of extracellular vesicles released by nearly all cell types: ▪ Present in all body fluids ▪ Believed to be mediators of cell - to - cell communication, inflammation and cell growth ▪ Exosomes have a size range of ~40 to 160 nm in diameter (a human hair is 60,000 nm in width) ▪ Exosomes “cargo” is very cell - specific, loaded with microRNAs (miRNA) and >300 other bioactive contents including DNA, RNA, lipids, metabolites, and cell - surface proteins. Pettine K and Dordevic M. The Biologic Treatment of Osteoarthritis with MSC exosomes: The Furture is now. Stem Cell Res Dev 2019, S1001 8 Exosomes Human Cell

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Organicell Technology Platform Exosomes are derived from Amniotic Fluid in a proprietary manner ▪ Very high concentrations of exosomes (i.e., billions per milliliter) ▪ Amniotic fluid is immunologically “neutral” ▪ S calable technology that overcomes the many challenges of working with stem cells Supercharged Anti - Inflammatory Effects ▪ Patent pending process enables the company to concentrate up to 600 billion EVs/Exosomes per milliliter, containing bioactive “cargo” aimed at modulating inflammation Clinical Research to obtain FDA approval for specific conditions ▪ 5 IND’s – Investigative New Drug Filing – approved ▪ 18 Emergency Investigational New Drug applications issued for COVID patients ▪ 2 Clinical trials: ▪ Long - Covid (Enrolling) ▪ Moderate/severe COVID (Completed) Potential of exosome efficacy for immediate commercial applications x PPX Œ autologous exosomes for musculoskeletal conditions x Skin micro - needling to reduce wrinkles by increasing elastin & collagen (via partnership) x Topical dermatological applications to improve skin appearance for commercial sale What Makes Organicell’s Technology Special? 9 9

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Product Overview x Amniotic Fluid - derived Biologic x Non - HCP/T* x Dose contains approx. 200 billion extracellular vesicles/exosomes x Contains extracellular vesicles, exosomes, bioactive proteins, and hyaluronic acid x Exosomes containing >100 miRNAs and signaling proteins x Amniotic Fluid - derived Biologic x Non - HCP/T* x Pre - diluted mixture for Aesthetic use. x Dose contains approx. 100 - 200 billion extracellular vesicles. x Contains extracellular vesicles, exosomes, proteins, and hyaluronic acid x Exosomes containing >100 miRNA and signaling proteins x Concentrated Amniotic Fluid - derived Biologic. x Non - HCP/T* x Dose contains approx. 400 - 700 billion extracellular vesicles/exosomes x Contains extracellular vesicles, exosomes, bioactive proteins, and hyaluronic acid x Exosomes containing >100 miRNAs and signaling proteins PLATINUM Ƴ Ƴ x Autologous Blood - derived Biologic x Non - HCP/T* x Concentrated EV’s and exosomes from the patient’s own blood . x Acellular product, does not contain platelets like traditional PRP preparations x Dose contains approx. 200 billion nanoparticles and extracellular vesicles Ƴ 10 * Non - human cell, tissue, cellular and tissue - based product

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. In - vitro cell culture Testing Zofin Ƴ Inhibits T - cell Activation and Proliferation 1. T - Cells are one of the important white blood cells of the immune system and play a central role in the immune response. 2. For example, In COVID long - haulers and COPD cases, there are extended periods of inflammation when T - Cells are overly proliferated/activated. 3. This means the immune system is over - activated. Zofin’s Ƴ mechanism of action reduces the number of activated immune cells – effectively reducing inflammation. Organicell Published Data: Human amniotic fluid derived extracellular vesicles attenuate T - cell immune response. November 28, 2022 https://www.frontiersin.org/articles/10.3389/fimmu.2022.977809/full Control After T - Cell stimulation After introducing Zofin TM Proliferating T - Cells Proliferating T - Cells Proliferating T - Cells (dark blue) are reduced after the introduction of Zofin . 11

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Zofin Ƴ Exosomes: Pre - Clinical Animal Testing Normal Lungs Inflammation of Lungs Inflammation of Lungs After Exosome Treatment Inflammation of Lungs Lungs After Exosome Treatment Organicell Published Data: Amniotic fluid - derived extracellular vesicles: characterization and therapeutic efficacy in an experimental model of bronchopulmonary dysplasia. September 17, 2021 https://www.isct - cytotherapy.org/article/S1465 - 3249(21)00747 - 7/fulltext Normal Lungs Inflammation of Lungs Inflammation of Lungs After Exosome Treatment Distance between lung tissue (=damage) ( uM ) Macrophage Infiltrates/Inflammation per Lung Image 12 1) Zofin Ƴ exosomes were administered to rats after inflammatory lung injury 2) Small “dots” (on left panel) are immune cell infiltrates indicating lung damage and less present on right panel 3) Result: Zofin Ƴ exosome treatment prevented lung structure damage and reduced inflammation

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Clinical Safety Testing Organicell Published Data: Proof - of - concept trial of an amniotic fluid - derived extracellular vesicle biologic for treating high risk patients with mild - to - moderate acute COVID - 19 infection. December 2021. https://www.sciencedirect.com/science/article/pii/S2666534421000246 Significant Reduction ▪ To date, 24 Covid - 19 patients have been treated with Zofin in clinical trials ▪ No significant adverse events observed ▪ COVID - 19 did not worsen in higher - risk (High BMI) patients ▪ Inflammation biomarkers (CRP and IL6) were reduced by 14 days post - treatment (see graphs) consistent with the potential efficacy of Zofin Ƴ 13 C - Reactive Protein Interleukin - 6 Patients with Acute Mild to Moderate COVID - 19 Infection

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Business Plan: Summary Immedia te Revenue Generation ▪ Autologous PPX TM for Musculoskeletal Conditions ▪ Supplier of exosomes & stem cells for clinical trials ▪ Cosmetic partnerships Public Company Events ▪ NASDAQ listing ▪ 1/500 Reverse Split Short Term (12 Months) Mid Term (24 Months) 1. Continue to Grow Revenue 2. Advance clinical trials to pursue initial FDA approvals for Zofin Œ ▪ Musculoskeletal Conditions (e.g., knee osteoarthritis) ▪ COVID/Long - haul COVID ▪ Inflammatory diseases (e.g., Idiopathic Pulmonary Fibrosis) 1. Continue to Grow Revenue as a profitable business 2. Advance clinical development for other common and serious conditions ▪ Lung injury ▪ Inflammatory conditions (e.g., Psoriasis, renal, etc.) ▪ Inflammatory Bowel Disease Longer Term Organicell is both a Clinical Research and a Commercial Healthcare Company 14

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Understanding Organicell Organicell i s comprised of two arms: Clinical Research and Commercial . To monetize our technology and lab assets through the sale of extracellular vesicle and stem cell (ex - US) products. 1. COVID - 19: Mild/moderate – Complete 2. COVID - 19: Mild/moderate Compassionate use: Ongoing 3. COVID - 19 Long Haulers – Enrolling 4. COVID - 19: Moderate/severe: Active, not recruiting 5. Osteoarthritis – H2 2023 6. COPD: IND approved 7. Additional Trials: In planning stages Our Commercial Products Clinical Research Commercial Products Ƴ FDA - Approved Clinical Trials Key Partnerships PLATINUM Ƴ Ƴ 15

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Our Strong Distributor Networ k ▪ 8 US Distributors ▪ 2 International Distributors ▪ Partnership with Fountain Life TM 16

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Regulatory/FDA Considerations Current “Safe Harbors” allow immediate commercialization of several product lines that include: 1. Cosmetic applications: ▪ Facial Market, Micro Needling, Hair Restoration, Topical Cosmetics 2. PPX Ƴ ▪ Next - generation therapeutic for musculoskeletal conditions like knee osteoarthritis and tendon injuries ▪ Exosomes are derived from the patient's own blood (I.e., autologous) ▪ FDA guidance 21 CFR Part 1271 classifies PRP as “non - HCT/P therapy” not requiring specific FDA approval ▪ PPX Ƴ falls under the same FDA regulatory framework as PRP , as both are autologous therapies and are blood products 3. Zofin is marketed by Organicell for research purposes 17

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Laboratory at Nova Southeastern Center for Collaborative Research Current Laboratory Facility State - of - the Art Research and Manufacturing Facility x FDA registered , ISO7, CGMP, & FDA compliant x Quality management system x Specialized equipment for larger scale stem cell and exosome production Research Facility x Exosome and cell product testing x In - house microbiology/sterility testing x Access to NSU imaging, animal research, and genomic core facilities 18 x Increase efficiency and ability to scale production of exosomes & stem cells x Implement AI - powered data analytics to enhance company IP and products x “World - class” showcase for customers & partners x Access to professional staff (NSU) x Allow for a veterinary medicine lab unit New Commercial Scale, State - of - the Art Research and Manufacturing Facility Architectural plan

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. P atent was filed on October 2021 . Awaiting final comments on claims and final approval. Provisional protection filed on October 2022. Filing for a proprietary PPX Ƴ collection kit . Provisional filed on October 2022. based on formula and process to differentiate claims from Zofin Ƴ . Intellectual Property - Patent Update Patent Pending Provisional Patent Patent Pending 3 Patent Families in Prosecution 3 Patents filed/provisional in US 28 Geographies for filed additional patents April 2041 Year patents expire for key IP Ƴ Ƴ 19

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Valuation of Biopharma Companies Acquisition Value of 311 Biopharma companies by stage of research from 2005 to 2020* 1. Before a biopharma company has an FDA approved product, company value is typically linked to achieving research milestones 2. A recent study showed that the mean value at acquisition of biopharma companies is: Pre - clinical stage: $88 million Phase 1: $354 million Phase 2: $683 million Phase 3: $1.8 billion FDA Approval of a lead therapy: $2.5 Billion 3. Biologics typically have higher valuations due to enhanced safety, efficacy and higher FDA - approval success rates *Reference. Value drivers of development stage biopharma companies. European Journal of Health Economics (2022) 23:1287 - 1296 Organicell currently is a Phase 1 company, and will be moving to Phase 2 research in early 2024 20

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Key Financial Metrics Use of Funds * Unit Economics 21 *$5 million capital raise + $1.8 million from operating funds based on current sales Buildup of New Lab 25% Clinical Trials 18% Operations 14% Debt Repayment 8% Transaction / Advisory Fees 9% Legal / Accounting 1% Contingency Fund 13% Cash on Hand 13% • Sales price of products: $500 to $2,200 • Typical Contribution Margin: 50% - 75%

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Organicell Leadership Team (see Bios in Appendix) Organicell’s world - class leadership team has broad experience in biotech, commercialization of healthcare products, and managing public healthcare companies George C. Shapiro, MD, FACP Chief Medical Officer Ian T. Bothwell Chief Financial Officer Michael A. Bellio , Ph.D Laboratory Director VP of Research and Manufacturing Ivan Santos Biologics Manufacturing Operations Manager Cassie Bennett, Ph.D Quality Assurance Harry Leider, MD, MBA Chief Executive Officer Jackie Domenech Vice President of Operations Howard Golub, MD, Ph.D EVP of Research & Development and Chief Science Officer 22

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Organicell Medical Advisory Board Organicell’s distinguished Medical Advisory Board has deep expertise in regenerative medicine, anti - aging therapeutics, and innovative orthopedic solutions Mitchell B. Sheinkop , MD Professor Emeritus and former Director of Joint Replacement at Rush Medical Center Craig Ziering, DO Founding Board Member of American Board of Hair Restoration Surgeons Brian Kelly, MD President and Surgeon - in - Chief at the Hospital for Special Surgery Michale J. Barber, MD CEO and Chief Medical Officer of Better Life Age Management Paul Thompson, MD International Expert in Age Management and President of the Thompson Clinic Riley J. Williams III, MD Director of Institute for Cartilage Repair at Hospital for Special Surgery & Team Physician for Brooklyn Nets Julian Gershon, DO Aspen Institute of Anti - Aging and Regenerative Medicine Carolyn DeLucia , MD International Expert in Anti - Aging Therapies and Sexual Wellness William Kapp, MD Chairman and CEO of Landmark Hospitals and CEO of Fountain Life 23

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Key Investment Considerations x Emerging biotech/commercial company with an advantageous business platform of current revenue streams and diversified clinical trials targeted at accessing large addressable markets x Very large and growing regenerative medicine total addressable market x Expanding market in musculoskeletal conditions, cosmetics, supplier for clinical trials x Five (5) FDA - approved trials/INDs, to date, and our therapeutics demonstrated as safe in humans x Attractive valuation relative to market size and benchmarks x Experienced leadership team with broad expertise in biotech, commercial healthcare products, and public company management 24

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Leadership Team Bios Harry Leider, MD, MBA Chief Executive Officer Harry Leider, MD, MBA joined Organicell as CEO in June of 2023. Dr. Leider, has over 25 years’ experience as a highly successful C - suite healthcare executive and serial entrepreneur in a variety of innovative high - growth companies. From 2018 to 2022, Dr. Leider was the Chief Medical Officer and Executive Vice President of Gelesis – a biotech company that successfully developed an FDA - cleared therapy for obesity and went public in 2022. Prior to this, he served as the Chief Medical Officer and Group Vice President of Fortune 50 - Walgreens Boots Alliance . Earlier, he was Chief Medical Officer & SVP of Ameritox - a leading national specialty lab company. He has served on the Board of Directors of Alivio Therapeutics, TytoCare , and Mobile Help. In addition, Dr. Leider has been on the faculty of Harvard Medical School and the John Hopkins Carey School of Business. He has published over 25 articles and book chapters on healthcare and leadership and holds 5 patents in laboratory medicine. He received his medical degree from the University of Pennsylvania, an MBA from the University of Washington where he was a Robert Wood Johnson Clinical Scholar, and his undergraduate degree from Pennsylvania State University where he received the most prestigious award at graduation for leadership, academics, and community service. Howard L. Golub, MD, Ph.D Executive Vice President/Chief Science Officer Dr. Howard L. Golub, MD, Ph.D was appointed Executive Vice President/Chief Science Officer in june , 2023. For over 10 years, Dr. Golub was a principal at Care - Safe LLC (a clinical research consulting company whose corporate clients included biotech/drug/medical device companies.) He also currently serves as one of the Clinical Leads for an N.I.H. program designed to develop and accelerate accurate COVID - 19 testing programs and bring them to market. From 2014 to 2016, he was Vice President of Research and Development at Walgreens Co. and developed an innovative program that utilized Walgreen’s massive customer database to power clinical trial patient recruitment. Previously, he was a founder and CEO of CareStat LLC, a 150 person CRO in the Boston Area, which was sold in 2008. Earlier, Dr. Golub served as a serial entrepreneur, where he was one of the founders, and participated as CEO for 3 healthcare companies, two of which were successfully sold. In addition, from 2003 to 2013 he held an adjunct professorship at the Harvard - M.I.T. joint M.S., M.B.A. program and taught a course entitled “Clinical Development for Private Enterprise.” Dr. Golub received his Ph.D. in biomedical engineering and an M.D. from that same Harvard Medical School - M.I.T. joint program. 26

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Leadership Team Bios Ian T. Bothwell Chief Financial Officer Ian Bothwell joined Organicell as Chief Financial Officer in 2015. From 2003 through November 2015, Mr. Bothwell served in various executive positions for Central Energy GP LLC, the general partner of Central Energy Partners LP, a publicly traded master limited partnership. From July 2007 through November 2015, Mr. Bothwell served as President and a director of Regional Enterprises, Inc. Since April 2007, Mr. Bothwell has served as the President and controlling member of Rover Technologies, LLC, a company formed to provide management solutions to the public transportation industry. Since 2015, Mr. Bothwell has also served as the President and controlling member of CountOnMe Inc., a company that provides software solutions for the educational industry. Mr. Bothwell received his Bachelor of Science in Business Administration from Boston University in 1984 George C. Shapiro, MD FACP Chief Medical Officer Dr. Shapiro has practiced medicine for over 30 years, specializing in Internal Medicine, Cardiology and Age Management Medicine. He is a national expert in age management medicine and led one of the most prominent age management practices in the country as president of Cenegenics New York City. Always challenged by the need for innovative medicine, Dr. Shapiro has patented medical devices as well as explored and innovated new medical protocols. He has long been known as one of New York’s foremost cardiologists, specializing in regenerative medicine and improving longevity, including the genomics of cardiovascular disease. Dr. Shapiro was honored as the recipient of the 10th Annual Alan P. Mintz , M.D. Award, for Clinical Excellence in Age Management Medicine. He is also active in 13 medical societies, he has been a speaker for the Age Management Medicine Group (AMMG,), and is a long - standing member of the AMMG Conference Planning Committee. In addition, Dr. Shapiro was named 2016 - 2020 Top Doctor in New York City. Dr. Shapiro received his MD from New York Medical College. Followed by an internship and residency at Albert Einstein College of Medicine, and a fellowship at Columbia University College of Physicians and Surgeons 27

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Leadership Team Bios Michael A. Bellio , Ph.D Laboratory Director & VP of Research and Manufacturing Dr. Bellio leads the research, development, and manufacturing of novel biological medicine for the treatment of pulmonary, cardiovascular, and orthopedic degenerative diseases. His teams’ mission is to advance the clinical development and commercialization of extracellular vesicle therapeutics to offer safe and effective solutions to treat diseases. Dr. Bellio earned a PhD in Molecular and Cellular Pharmacology at the University of Miami’s Interdisciplinary Stem Cell Institute (ISCI), where he received comprehensive training in cGMP manufacturing of primary stem cells and extracellular vesicles for pre - clinical and clinical trial applications. At Organicell , he is actively managing both the research and manufacturing arms of the organization while focusing on pharmacy management and the chemistry, manufacturing, and control (CMC) of Organicell’s products for their FDA approved IND clinical trial programs and applications. Jackie Domenech VP of Operations Jackie Domenech manages operations, accounting , and financial reporting for Organicell . Ms. Domenech has over 15 years of operations and accounting management experience with companies in healthcare, media, and technology. Prior to joining Organicell , Ms. Domenech was the Controller of Equisolve , an award - winning digital agency tailored to enhance investor relations. During her tenure, she led a successful transition from an outsourced accounting provider to creating an internal accounting division. She also served as Controller for various startups including MedicFP & MDLive . Most notable is MDLive , a telehealth company acquired by Cigna for $2 billion dollars in 2021. She is passionate about the art of entrepreneurship and has volunteered for an organization in South Florida that focuses on disrupting the market by assisting amateur entrepreneurs with developing proof of concepts and product development. Ms. Domenech received her BA in Accounting from the University of South Florida and plans to attain her CPA licensure in 2024. 28

Private And Confidential. © 2023 Organicell Regenerative Medicine, Inc. All rights reserved. Leadership Team Bios Ivan Santos Biologics Manufacturing Operations Manager Ivan Santos is the Biologics Manufacturing and Operations Manager at Organicell . Experienced in regenerative medicine, Ivan has a strong ability to translate design requirements into actionable plans. He brings valuable experience in biotechnology and neuroscience research and is a key contributor to the development of novel therapeutics at Organicell . Ivan is highly skilled with biologic quantification techniques such as ELISA assays, B radford analysis, flow cytometry, N anosight technology, and is proficient in biologic processing such as exosome isolation, and cell culturing and expansion. He also has extensive experience with MATLAB/Simulink, Wolfram Mathematics, and Python qualitative analysis programing and brings a high level of analytic expertise to Organicell . Cassie Bennett, Ph.D Quality Assurance Dr. Cassie Bennett holds a doctorate in biomedical engineering. She focuses on research, development, and project management within biomedical environments. Her accomplished work has led her to author and co - author numerous peer - reviewed papers, as well as several poster conference presentations. Dr. Bennett received her doctorate from The University of Miami, during which time she worked as a research assistant and lab manager until her graduation. After graduating, she joined the Organicell team to oversee quality control, the development of standard operating procedures, and quality assurance at the biomedical level. 29