Current Report Filing (8-k)
09 March 2023 - 8:06AM
Edgar (US Regulatory)
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2023-03-06
2023-03-06
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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): March 6, 2023
ORGANICELL
REGENERATIVE MEDICINE, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55008 |
|
47-4180540 |
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
3321
College Avenue, Suite 246, Davie FL |
|
33314 |
(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) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
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, and unless otherwise indicated, the terms “the Company,” “Organicell,”
“we,” “us” and “our” refer to Organicell Regenerative Medicine, Inc. and its
subsidiaries.
Item
1.01 | Entry
into a Material Definitive Agreement. |
On
March 6, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments,
LLC (the “Purchaser”), pursuant to which we sold a Promissory Note in the principal amount of $530,000 (the “Note”)
to the Purchaser in a private transaction to for a purchase price of $519,400 (giving effect to original issue discount of $10,600).
In connection with the sale of the Note, the Company also paid the Purchaser’s legal fees and due diligence costs of $15,000, resulting
in net proceeds to the Company of $504,400, which will be used for working capital and other general corporate purposes.
The
Note matures on September 6, 2023, bears interest at the rate of 12% per annum and only following an event of default (as defined
in the Note), is convertible into shares of the Company’s common stock at a conversion price equal to the lower of the “VWAP”
(as hereinafter defined) of the common stock during (i) the ten (10) trading day period preceding the issuance date of the Note; or (ii)
the ten (10) trading day period preceding the date of conversion of the Note (the “Conversion Shares”). As used in
the Note, “VWAP” means, for any date, the price of our common stock as determined by the first of the following clauses
that applies: (i) if the common stock is then listed or quoted on one or more established stock exchanges or national market systems,
the daily volume weighted average price of the common stock for such date on the trading market on which the common stock is then listed
or quoted as reported by Bloomberg L.P.; or (ii) if the common stock is regularly quoted on an automated quotation system (including
applicable tiers of the over-the-counter market maintained by OTC Markets Group, Inc.) or by a recognized securities dealer, the volume
weighted average price of the common stock for such date on the applicable OTC Markets Group, Inc. tier or as quoted by such securities
dealer. In accordance with the terms of the SPA, as of March 6, 2023, the Company has reserved 120,000,000 shares of its authorized
but unissued common stock for issuance in the event the Purchaser exercises its right to convert the Note following an event of default.
The
Note may be prepaid by the Company at any time without
penalty. The Note also contains covenants, events of defaults, penalties, default interest and other terms and conditions customary in
transactions of this nature.
Pursuant to the terms of the SPA, the Company
paid a commitment fee to the Purchaser in the amount of $300,000 (the “Commitment Fee”) in the form of 15,000,000 shares
of the Company’s common stock (the “Commitment Fee Shares”) and issued the Purchaser a Warrant exercisable for
a five-year period to purchase up to 10,000,000 shares of our common stock at a price of $0.06 per share (the “Warrant Shares”).
Pursuant to the terms of the SPA, the Company
granted certain piggyback registration rights under the Securities Act of 1933, as amended (the “Securities Act”) with
respect to the Conversion Shares, the Warrant Shares and the Commitment Fee Shares.
The
offer and sale of the above securities to the Purchaser was made in a private transaction exempt from the registration requirements of
the Securities Act, in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D promulgated thereunder.
Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth under Item 1.01 is incorporated herein by reference.
Item
3.02 | Unregistered
Sales of Equity Securities |
The
information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 |
Financial Statements
and Exhibits. |
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: March 8, 2023 |
ORGANICELL
REGENERATIVE MEDICINE, INC. |
|
|
|
By: |
/s/ Ian Bothwell |
|
|
Ian
Bothwell
Interim Chief Executive Officer and
Chief
Financial Officer |
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