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): July 13, 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
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(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)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> 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<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.

Item1.01 Entry into a Material Definitive Agreement.

Effective July 13, 2022, the Company entered into (a) a binding letter of intent with Skycrest Holdings, LLC (“Skycrest”) and Greyt Ventures LLC (“Greyt,” and together with Skycrest, the “Skycrest/Greyt Group”) to invest $2,000,000 in the Company through the purchase of 100,000,000 shares of the Company’s common stock (“Shares”) at a price of $0.02 per Share; and (b) effective July 16, 2022, a second binding letter of intent with Beyond 100 FZE, a Dubai company (“Beyond 100,” and together with the Skycrest/Greyt Group, the “Investors”) to invest $2,000,000 in the Company through the purchase of 100,000,000 Shares at a price of $0.02 per Share.

Pursuant to the binding letters of intent (the “LOIs”), the Company has agreed to (a) make certain corporate governance changes as more fully described therein, including allowing the Investors to appoint new independent directors who will comprise a majority of the members of the Board; (b) enter into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,” and collectively, the “Consulting Agreements”), pursuant to which (i) Skycrest and Greyt will provide certain advisory services to the Company as more fully set forth in the LOIs; and (ii) Skycrest and Greyt shall each be compensated for their services by the Company issuing to each of them ten year-warrants to purchase 150,000,000 Shares at an exercise price of $0.02 per Share (the “Warrants”), which Warrants will be exercisable on a “cashless” basis; (c) implement certain changes in management, including Albert Mitrani stepping down as Chief Executive Officer; and (d) make modifications to management compensation, all as more fully set forth in the LOIs.

Contemporaneously with entering into the respective LOIs, the Skycrest/Greyt Group and Beyond 100 each advanced Organicell $300,000 (a total of $600,000) as good faith deposits against the $2,000,000 (a total of $4,000,000) purchase price for the Shares. Consummation of the transaction is subject to drafting and executing definitive transaction documentation, waiver of the right of first refusal or participation held by Organicell’s existing lender, approval of our board of directors and the satisfaction of other customary closing conditions.

It is anticipated that the transactions contemplated by the LOIs will be consummated on or before August 30, 2022 (subject to extension by the parties). In the event the transactions contemplated by the LOIs do not close by such date (unless extended by the parties) as a result of the Company’s failure to satisfy the conditions set forth above, Organicell shall be required to refund the good faith deposit made by and issue 100,000,000 Shares to the Skycrest/Grey Group as a break-up fee and offer Beyond 100 the option to either receive its advance or apply it to the purchase of Shares at a price of $0.015 per Share . In the event the Investors do not consummate the transaction, except as set forth in the previous sentence, the Company will be entitled to specific performance of the purchase and sale of the Shares without having to comply with the other agreements set forth in the LOIs.

The above description of the LOIs and the transactions contemplated thereby is qualified in its entirety by reference to the LOIs, which are filed herewith as Exhibits 10.1 and 10.2.

The offer and sale of the Shares and Warrants pursuant to the LOIs was made in a private transaction 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.

Item3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Binding<br> Letter of Intent with Skycrest Holdings, LLC and Greyt Ventures LLC
10.2	Binding<br> Letter of Intent with Beyond 100 FZE

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 19, 2022	ORGANICELL REGENERATIVE MEDICINE, INC.
	By:	/s/<br> Ian Bothwell
		Ian<br> Bothwell<br><br> Chief Financial Officer

Exhibit 10.1

July 13, 2022

Organicell Regenerative Medicine, Inc.

c/o Mr. Albert Mitrani

4045 Sheridan Avenue

Suite 239

Miami, FL 33140

RE:	BINDING LETTER OF INTENT (“LOI”) FOR THE PURCHASE OF ORGANICELL STOCK

This letter of intent (this “LOI”), when signed where indicated below, shall constitute a binding statement to consummate a transaction by and between Organicell Regenerative Medicine, Inc., a Nevada corporation (“Organicell”) and Skycrest Holdings, LLC (“Skycrest”) and Greyt Ventures LLC (“Greyt”), their participants and/or assigns (collectively Skycrest and Greyt are referred to as “Investors”). Organicell and Investors are each referred to herein individually, as a “Party” and collectively, as the “Parties.”

The transaction (“Proposed Transaction”) contemplates the following:

(i)	the<br> purchase by Investors of a limited amount of common stock of Organicell, and
(ii)	agreement<br> for Investor to provide consulting services to Organicell, and
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(iii)	the<br> agreement of Organicell to make agreed upon management changes and implementation of corporate<br> governance policies, board of director changes and procedures.
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The Parties desire to enter into the Transaction on the following terms:

1.	LIMITED STOCK PURCHASE:	Investor<br> agrees to purchase $2,000,000 of shares of Organicell restricted common stock (“Shares”)<br> at a purchase price of $0.02 per share, which shall be used by Organicell for Organicell<br> working capital needs (100,000,000 shares). Said shares will be registered and unrestricted<br> concurrent with the filing of the S-1 by BOD.

2.	CONSULTING AGREEMENT	Organicell<br> and Investor shall enter into a consulting agreement (“Consulting Agreement”)<br> whereby each Skycrest and Greyt shall be retained for 36 months, using their best efforts<br> to provide certain advisory services to Organicell, including:
a.	Transactions<br> involving relationships and companies that will help develop and expand Organicell’s<br> PPX business (marketing, processing (Quest), and/or sales (telemedicine companies),
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b.	Investment<br> advisory services in connection with future financings that may be required by Organicell.
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The term of the Consulting Agreement shall be for 36 months. Each Skycrest and Greyt shall receive compensation, issued in full at closing cashless warrants to purchase up to an aggregate of 150,000,000 shares of common stock, each, of Organicell (“Warrants”) generally described below (total 300,000,000 shares):

1.	Warrants<br> will have a term of ten (10) years in which to exercise;
2.	Strike<br> Price –$0.02 per share;
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The Company will file an S-1 registration statement in the future to register the shares underlying the aforementioned Warrants and shares as determined by the BOD.

3.	CORPORATE GOVERANCE:	As<br> an inducement for Investors to enter into this LOI, Organicell agrees to timely implement<br> the following corporate governance and other “best practices” procedures, policies<br> and controls during the first 30 days from the Effective Date:
A.	Al<br> Mitrani shall agree to step down as CEO of Organicell. Mr. Mitrani will assume the role as<br> Executive Vice President of Sales and be a member of the Board.
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B.	Restructuring<br> of the current BOD where by investors will have majority control which shall also include<br> adding new “independent” BOD members, including an “audit committee financial<br> expert,” and other members with compatible finance, scientific, biotech and marketing<br> and sales experience
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C.	Establish<br> audit, compensation and corporate governance committees comprised of independent directors
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D.	All<br> cash will be managed and controlled through designated bank accounts controlled by Organicell’s<br> CFO and newly appointed CEO, and/or acting CEO, initially Matt Sinnreich (one account for<br> investment proceeds and receipts and another account for expenses), separate and exclusive<br> of all current accounts.
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E.	The<br> parties agree to the attached Exhibit A - Projected operating budget
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F.	Waiver<br> by all current C-Level executives of any compensation that would be due in connection with<br> a change in control and termination of any current rights in their respective agreements<br> to increases in Base Salary, commissions, and fixed bonuses, and other benefits. George Shapiro’s<br> compensation with respect to his consulting agreement shall be terminated with no further<br> obligation related thereto. Accrued salaries, upon review and acceptance, shall be compensated<br> in the form of cashless warrants, on the same terms as set forth above.
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G.	Implementation<br> of policies and procedures to strengthen internal controls with respect to:
●	Cash<br> Management
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●	Issuance<br> of Corporate Credit Card(s)
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●	Review<br> and approval, and/or renegotiation of agreements and transactions with related parties
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●	Financial<br> reporting
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●	Human<br> Resources
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H.	The<br> annual salaries of Albert Mitrani and Mari Mitrani shall be set at $300,000 each. Any other<br> benefits shall be in line with the Company’s benefits awarded to C-Level employees<br> approved by the new BOD.
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4.	CONDITIONS TO CLOSING:	The<br> following shall be conditions precedent to the Closing the Transaction described herein (note:<br> the ADVANCE is to be funded as provided for below and not contingent on a Closing):
a.	Legal<br> opinion from Organicell’s SEC counsel regarding compliance of the Proposed Transaction,
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b.	Requisite<br> BOD approvals and consents, as a precondition to the funding of the $300,000 by July 15,<br> 2022.
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c.	Execution<br> of definitive agreements for the Organicell Stock Purchase, Consulting Agreement and Warrant<br> Agreement (“Definitive Agreements”),
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d.	Waiver<br> or participation from Organicell’s existing lender (AJB Capital) as to their right<br> to participate in Proposed Transaction.
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e.	In<br> the event any of the above stated four conditions are not met, Organicell must return the<br> $300,000 funded pursuant to this Binding LOI within 30 days from the effective date herein,<br> and, immediately provide Investors with an additional One Hundred Million shares, along with<br> the One Hundred Million shares earned with the $300,000 funding of July 15, 2002, as a Breakup<br> Fee for its’ failure to Close on the full transaction as contemplated within this Binding<br> LOI. If the Investors do not perform or cannot close, they will still be required to pay<br> the Company $2.0 Million in exchange for each of Skycrest and Greyt receiving 100 Million<br> shares of common stock.
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5.	GOOD FAITH:	The Parties<br> have agreed to cooperate and exercise their respective commercially reasonable best<br> efforts in good faith, to draft and execute the Definitive Agreements consistent with the terms of this LOI as promptly<br> as reasonably practicable, but in no event, later than August 30, 2022, otherwise, the Breakup Fee, as set forth<br> in paragraph 4e, above, shall go into effect and the refund and issuance of stock shall, pursuant to said Breakup Fee<br> shall be due on August 31, 2022, unless an extension, in writing, is agreed to by all Parties hereto.
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6.	CLOSING:	Investors<br> will fund the ADVANCE of $300,000 no later than Friday July 15, 2022. The parties anticipate<br> the closing of the transactions contemplated herein (“Effective<br> Date”), including preparation, negotiation and execution of the Definitive Agreements<br> shall occur within 45 days from the signing of this LOI. No additional funding shall occur<br> until this Transaction is Closed.
7.	EXPENSES:	Each<br> Party to the LOI contemplated hereby shall bear its own legal, accounting and other fees<br> and expenses incurred in connection with the LOI, whether or not the Definitive Agreements<br> are executed, other than the Breakup Fee as stated and described, above.
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8.	BINDINGEFFECT:	This<br>LOI is intended to constitute a binding agreement among the Parties.
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9.	ADVANCE:	As<br>an inducement for Organicell to enter into this LOI, Investors agrees to advance at the time this LOI is executed in the amount of $300,000<br>(“Advance”). The Advance shall be applied towards the purchase price for the Shares.
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10.	GOVERNING LAW & VENUE:	This LOI<br>shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of<br>the State of Florida without regard to the conflicts of law provisions thereof to the extent that such principles would direct a<br>matter to another jurisdiction. The Parties hereto agree that the only Venue for any disputes arising under this LOI or subsequent definitive<br>agreements, shall be Broward County, Florida.
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11.	TERM AND TERMINATION:	The<br> Parties have agreed to use their best efforts to consummate the Proposed Transaction within<br> 45 days from execution of this LOI. The LOI may be extended for additional periods upon mutual<br> agreement of the Parties.
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12.	COUNTERPARTS:	This LOI may<br>be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one agreement.<br>Photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF”<br>files) of signatures shall be deemed original signatures and shall be fully binding on the Parties to the same extent as original signatures.
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13.	KEY CONTACTS:	Organicell:

Albert Mitrani

Albert@organicell.com

Tel: 760 709 2510

Ian Bothwell

ian@organicell.com

Tel:

310 200 9741

14.	PUBLIC DISCLOSURE:	Without<br> the prior written consent of the other Parties, and unless required by law, rule or regulation<br> or policy of any national securities exchange or similar regulatory body, the Parties shall<br> not make any public disclosure (orally or in writing) prior to the Closing regarding (i)<br> the existence or terms of this LOI; or (ii) identity of the Parties. If a Party is required<br> by law to make such a disclosure, it will provide the other Parties with prompt written notice<br> prior to making such disclosure.
15.	AMENDMENTS; WAIVERS:	This LOI may<br> not be modified, amended or supplemented except by a written instrument signed by the Parties.
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16.	HEADINGS:	Section<br>and other headings contained in this LOI are for reference purposes only and are not intended to describe, interpret, define,<br>or limit the scope, extent, or intent of this LOI or any provision hereof.
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17.	CONFIDENTIALITY	THE PARTIES SHALL CONTINUE TO BOUND BY THE TERMS OF THE PRIOR NDA EXECUTED BETWEEN THE PARTIES

SIGNATUREPAGE FOLLOWS

ORGANICELL REGENERATIVE MEDICINE, INC,

a Nevada corporation

By:	/s/ Albert Mitrani
Name:	Albert Mitrani
Title:	CEO
Date:	July 13, 2022
By:	/s/ Mari Mitrani
Name:	Mari Mitrani
Title:
Date:	July 13, 2022
By:	/s/ Ian Bothwell
Name:	Ian Bothwell
Title:	CFO
Date:	July 13, 2022

SKYCREST HOLDINGS LLC

a Florida limited liability company

By:	/s/ Harvey Birdman
Name:	Harvey Birdman
Title:
Date:	July 13, 2022

GREYT VENTURES LLC

a Delaware limited liability company

By:	/s/ Wendy Grey
Name:	Wendy Grey
Title:
Date:	July 13, 2022

Exhibit 10.2

July 16, 2022

Organicell Regenerative Medicine, Inc.

c/o Mr. Albert Mitrani

4045 Sheridan Avenue

Suite 239

Miami, FL 33140

RE:	BINDING LETTER OF INTENT (“LOI”) FOR THE PURCHASE OF ORGANICELL STOCK

This letter of intent (this “LOI”), when signed where indicated below, shall constitute a binding statement to consummate a transaction by and between Organicell Regenerative Medicine, Inc., a Nevada corporation (“Organicell”) and Beyond 100FZE, a company incorporated in Dubai (“Beyond”) or any of its affiliate entities (“Investor”). Organicell and Investor are each referred to herein individually, as a “Party” and collectively, as the “Parties.”

The transaction (“Transaction”) contemplates the following:

(i)	the<br> purchase by Investors of a limited amount of common stock of Organicell, and
(ii)	the<br> agreement of Organicell to make agreed upon management changes and implementation of corporate<br> governance policies, board of director (“BOD”) changes and procedures.
---	---

The Parties desire to enter into the Transaction on the following terms:

1.	LIMITED STOCK PURCHASE:	Investor<br> agrees to purchase $2,000,000 of shares of Organicell restricted common stock (“Shares”)<br> at a purchase price of $0.02 per share, which shall be used by Organicell for Organicell<br> working capital needs (100,000,000 shares). Said shares will be registered and subsequently<br> unrestricted concurrent with the filing of the S-1 by BOD.
2.	CORPORATE GOVERANCE:	As<br> an inducement for Investors to enter into this LOI, Organicell agrees to timely implement<br> the following corporate governance and other “best practices” procedures, policies<br> and controls during the first 30 days from the Effective Date:
---	---	---
A.	Al<br> Mitrani shall agree to step down as CEO of Organicell. Mr. Mitrani will assume the role as<br> Executive Vice President of Sales and be a member of the Board.
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B.	Restructuring<br> of the current BOD whereby new investors will have majority control which shall also include<br> adding new “independent” BOD members, including an “audit committee financial<br> expert,” and other members with compatible finance, scientific, biotech and marketing<br> and sales experience. Dr Bhupendra Kumar Modi (“Dr. Modi”) shall be appointed<br> to the BOD and serve as Chairman of the Board. The Company shall appoint Gurvinder Pal Singh<br> to serve on the BOD.
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C.	Establish<br> audit, compensation and corporate governance committees comprised of independent directors.
D.	All<br> cash will be managed and controlled through designated bank accounts controlled by Organicell’s<br> CFO and newly appointed CEO, and/or acting CEO, initially Matt Sinnreich (one account for<br> investment proceeds and receipts and another account for expenses), separate and exclusive<br> of all current accounts.
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E.	The<br> parties agree to the attached Exhibit A - Projected operating budget.
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F.	Waiver<br> by all current C-Level executives of any compensation that would be due in connection with<br> a change in control and termination of any current rights in their respective agreements<br> to increases in Base Salary, commissions, and fixed bonuses, and other benefits. George Shapiro’s<br> compensation with respect to his consulting agreement shall be terminated with no further<br> obligation related thereto. Accrued salaries, upon review and acceptance, shall be compensated<br> in the form of cashless warrants, on the same terms as set forth above.
---	---
G.	Implementation<br> of policies and procedures to strengthen internal controls with respect to:
---	---
●	Cash<br> Management
---	---
●	Issuance<br> of Corporate Credit Card(s)
---	---
●	Review<br> and approval, and/or renegotiation of agreements and transactions with related parties
---	---
●	Financial<br> reporting (including providing periodic financial reports to the BOD as requested by the<br> BOD)
---	---
●	Human<br> Resources
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H.	The<br> annual salaries of Albert Mitrani and Mari Mitrani shall be set at $300,000 each. Any other<br> benefits shall be in line with the Company’s benefits awarded to C-Level employees<br> approved by the new BOD.
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3.	REPRESENTATION	Investor<br>(and any designated BOD member of Investor) and none of its members, shareholders, managers, directors, officers or affiliates is a “bad<br>actor” as defined under Regulation D.
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4.	GOODFAITH:	The<br>Parties have agreed to cooperate and exercise their respective commercially reasonable best efforts<br>in good faith to draft and execute the Definitive Agreements consistent with the terms of this LOI as promptly as reasonably practicable,<br>but in no event, later than August 30, 2022.
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5.	EXPENSES:	Each<br> Party to the LOI contemplated hereby shall bear its own legal, accounting and other fees<br> and expenses incurred in connection with the LOI, whether or not the Definitive Agreements<br> are executed.
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6.	ADVANCE:	As<br>an inducement for Organicell to enter into this LOI, Investor agrees to advance the amount of $300,000 (“Advance”) upon execution<br>of this LOI. The Advance shall be wired to the Company’s designated bank account by Tuesday July 18, 2022 (expected to take up<br>to 2-3 days to clear into the Company’s US designated bank account) and applied towards the purchase price for the Shares upon<br>close of the Transaction.
In the event the<br> Transaction does not close due to the Company, then Investor shall be entitled to receive reimbursement of the Advance within 30<br> days or the Investor may elect to convert the Advance into common stock of the Company at price of $0.015 per share. In the event<br> the Transaction does not close due to the Investor, then the Advance shall convert into common stock of the Company at price of<br> $0.02 per share.
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7.	BINDING EFFECT:	This LOI is intended to constitute a binding agreement among the Parties.
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8.	ROFR:	The<br>Company agrees that Dr. Modi and/or his designated affiliates shall have a right of first refusal (“ROFR”) in connection<br>with the Company’s intentions to enter into any exclusive arrangement providing for manufacturing, distribution, licensing, and<br>commercialization for existing and future products and services to be manufactured, licensed and/or distributed by Organicell or any<br>of its subsidiary entities in India. This ROFR shall expire 18 months from the Closing of the Transaction.
9.	GOVERNING LAW & VENUE:	This LOI shall be deemed<br> to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State<br> of Florida without regard to the conflicts of law provisions thereof to the extent that such principles would direct a matter<br> to another jurisdiction. The Parties hereto agree that the only Venue for any disputes arising under this LOI or subsequent<br> definitive agreements, shall be Broward County, Florida.
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10.	COUNTERPARTS:	This LOI may<br>be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one agreement.<br>Photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF”<br>files) of signatures shall be deemed original signatures and shall be fully binding on the Parties to the same extent as original signatures.

11.	KEY CONTACTS:	Organicell:
Albert<br>Mitrani<br><br> <br>Albert@organicell.com<br><br> <br>Tel: 760 709 2510
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Ian<br>Bothwell<br><br> <br>ian@organicell.com<br><br> <br>Tel: 310 200 9741
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12.	PUBLIC DISCLOSURE:	Without<br> the prior written consent of the other Parties, and unless required by law, rule or regulation<br> or policy of any national securities exchange or similar regulatory body, the Parties shall<br> not make any public disclosure (orally or in writing) prior to the Closing regarding (i)<br> the existence or terms of this LOI; or (ii) identity of the Parties. If a Party is required<br> by law to make such a disclosure, it will provide the other Parties with prompt written notice<br> prior to making such disclosure.
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13.	AMENDMENTS; WAIVERS:	This LOI may<br> not be modified, amended or supplemented except by a written instrument signed by the Parties.
---	---	---
14.	HEADINGS:	Section<br> and other headings contained in this LOI are for reference purposes only and are<br> not intended to describe, interpret, define, or limit the scope, extent, or intent of<br> this LOI or any provision hereof.
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15.	CONFIDENTIALITY	THE PARTIES SHALL CONTINUE TO BOUND BY THE TERMS OF THE PRIOR NDA EXECUTED BETWEEN THE PARTIES

SIGNATUREPAGE FOLLOWS

ORGANICELLREGENERATIVE MEDICINE, INC,

aNevada corporation

By:	/s/ Ian Bothwell
Name:	Ian Bothwell
Title:	Chief Financial Officer

INVESTOR

BEYOND100 FZE

By:	/s/ Gurvinder Pal Singh
Name:	Gurvinder Pal Singh
Title:	Authorized Signatory
Date:	16 July 2022