The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION
OF BUSINESS
Organicell Regenerative Medicine, Inc.
(formerly Biotech Products Services and Research, Inc.) (“Organicell” or the “Company”) was incorporated
on August 9, 2011 in the State of Nevada. On May 29, 2015, Albert Mitrani acquired controlling interest of Organicell through the
purchase of 135,000,000 shares of common stock from John Goodhew and subsequently became a director and the sole officer of Organicell.
Until October 30, 2015, the Company’s business included the designing, manufacturing, and selling vending tricycles for commercial
customers.
On October 30, 2015, the Company entered
into a stock purchase agreement (the “Purchase Agreement”) with John Goodhew, the Company's director, pursuant to which
all of the shares of Bespoke Tricycles, Ltd. (“Bespoke”), a corporation organized under the Laws of England and Wales,
were transferred to Mr. Goodhew. As a result of such sale, the Company was no longer in the business of designing, manufacturing,
and selling vending tricycles. The purchase price for the shares sold to Mr. Goodhew was $10.
On April 23, 2018, the Company and Management
and Business Associates, LLC, a Florida limited liability company (“MBA”), executed a Plan and Agreement of Reorganization
(“Reorganization Plan”), whereby the Company agreed to issue to MBA an aggregate of 222,425,073 shares of its common
stock of the Company, representing 51% of the outstanding shares of common stock of the Company on fully-diluted basis, for $0.001
per share (or an aggregate of $222,425), in consideration for MBA’s founder and Chief Executive Officer, Mr. Manuel Iglesias’
agreement to serve as the Company’s Chief Executive Officer (“CEO”) and a member of the Board of the Company.
The Reorganization Plan was effective as of April 13, 2018 (“Effective Date”). The Reorganization Plan also provided
for the cancelation and termination of the Company’s previously issued and outstanding Series A Preferred Stock and Series
B Preferred Stock. As a result of the above Reorganization Plan, Mr. Iglesias acquired controlling interest of the Company (see
Note 5).
On May 21, 2018, the Company filed a Certificate
of Amendment with the Secretary of State of Nevada to change the Company’s name from Biotech Products Services and Research,
Inc. to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”). As discussed in Note 12,
the Name Change has not yet been effectuated in the marketplace by the Financial Industry Regulatory Agency (“FINRA”).
Since the June 2015 change in control of
our Company and the July 2015 change in the Company’s operations, the Company has been engaged in the health care industry,
principally focusing on supplying products and services related to the growing field of regenerative anti-aging medicine.
For the year ended October 31, 2017, the
Company operated through the following wholly owned subsidiaries: General Surgical of Florida, Inc., a Florida corporation (“General
Surgical”) with a business purpose to sell cellular therapy products to doctors and hospitals, Anu Life Sciences, Inc. (“ANU”),
a Florida corporation with a business purpose of the development, production and manufacturing of anti-aging and cellular therapy
products, Beyond Cells Corp., a Florida corporation (“Beyond Cells”) formed with a business purpose to provide anti-aging
and cellular therapy patient marketing and product sales and Mint Organics, Inc. (“Mint Organics”) a Florida corporation
and a 55%-owned subsidiary of the Company with a business purpose of operating Medical Marijuana Treatment Centers (“MMTC”)
for defined MMTC licensed activities (see Note 15). ANU began operations during November 2016 and commenced sales of its first
product offering during February 2017. Mint Organics began operations during February 2017, and also during February 2017, the
Company established Mint Organics Florida, Inc., (“Mint Organics Florida”), a Florida corporation and a 96%-owned subsidiary
of Mint Organics with a business purpose of operating MMTC’s for defined MMTC licensed activities within Florida.
As described in Note 4, on February 5,
2018, ANU sold or transferred to Vera Acquisition LLC, a Utah limited liability company ("Vera") their right, title and
interest in certain tangible and other assets associated with its manufacturing operations in exchange for a cash payment of $950,000
and the execution of a long term distribution agreement between Vera and the Company (“Sale”) which provided the Company
certain exclusive and non-exclusive rights to distribute future products to be manufactured by Vera, including products that were
developed and produced by ANU and additional products that may be developed and produced by Vera in the future. After the completion
of the Sale, the Company remains in the business of selling and distributing regenerative biologic therapies based on amnion placental
tissue derived products to doctors and hospitals but will now rely on third party supply agreements, rather than from products
manufactured internally by ANU, for the supply of these advanced biologically processed cellular and tissue based products.
As of October 31, 2017, Mint Organics had
not been successful in obtaining the required licenses to operate MMTC’s and had exhausted all of its working capital and
therefore was unable to continue efforts towards development of that business. On April 6, 2018, Mr. Taddeo, resigned as the Chief
Executive Officer and member of the Board of Directors of Mint Organics and Mint Organics Florida. Mint Organics and Mint Organics
Florida are currently not pursuing efforts to obtain licenses to operate MMTC’s and are considering future alternatives.
Ethan New York, Inc., a New York corporation
(“Ethan NY”), formed with a business purpose of selling clothing and accessories through a retail store, closed operations
during June 2016 and the results of Ethan NY are reflected as discontinued operations in the financial statements.
NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include
the accounts of the Company and its wholly-owned and majority owned subsidiaries. All significant intercompany accounts and transactions
have been eliminated.
Reclassifications
Certain prior year amounts have been reclassified
to conform with the current financial statement presentation including adjusted footnotes to reflect the presentation of discontinued
operations as further discussed in Note 16.
Concentrations of Credit Risk
The balance sheet items that potentially
subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts
are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At October 31,
2017, the Company did not have any cash balances in financial institutions in excess of FDIC insurance coverage.
During the fiscal year ended October 31,
2017, the Company had one customer that accounted for approximately $94,130 of revenues (16.2%) and another customer accounted
for approximately $93,000 of revenues (16%).
At October 31, 2017, the Company had three
customers that accounted for approximately $39,000 (37%), $28,000 (26%) and $18,000 (17%) of accounts receivable, respectively.
During the fiscal year ended October 31,
2017, the Company purchased raw materials and other supplies used in manufacturing its products from one supplier totaling approximately
$169,000 or 70% of the total amount of materials purchased during the period.
The Company’s sales and supply agreements
are non-exclusive and the Company does not believe it has any exposure based on the customers of its products and/or the availability
of raw materials and/or products from other suppliers. Since February 2017 (and up through the Sale), the Company manufactured
and distributed proprietary products that reduced exposure from reliance on third party suppliers of inventory but increased exposure
of reliance on raw materials and other supplies used in the manufacturing of its products.
Use of Estimates
The preparation of financial statements
in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical
experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from
the estimates.
Cash Equivalents
The Company considers all highly liquid
investments with maturities of three months or less when purchased to be cash equivalents.
Accounts Receivable
Accounts receivable are recorded at fair
value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from
the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate,
resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential
uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing
market conditions.
The policy for determining past due status
is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts
by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. For
the year ended October 31, 2017 and 2016, the Company recorded bad debt expense of $5,250 and $500, respectively.
Inventory
Inventory is stated at the lower of cost
or market using the average cost method. The Company regularly reviews inventory quantities on hand to identify slow-moving merchandise
and markdowns necessary to clear slow-moving merchandise. Estimates of markdown requirements may differ from actual results due
to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic
conditions.
Property and Equipment
Property and equipment are stated at cost.
Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets.
The estimated useful lives of property and equipment range from 3 to 5 years. Upon sale or retirement, the cost and related accumulated
depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results
of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations
as incurred.
Revenue Recognition
The Company recognizes revenue on arrangements
in accordance with FASB ASC Topic. 605 “Revenue Recognition”. In all cases, revenue is recognized only when the price
is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting
receivable is reasonably assured.
Net Income (Loss) Per Common Share
Basic income (loss) per common share is
calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares
during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders
by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding
is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.
At October 31, 2017, the Company had 158,137,484
common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because
their inclusion is anti-dilutive for the year ended October 31, 2017. At October 31, 2016, the Company had 1,737,484 common shares
issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion
is anti-dilutive for the year ended October 31, 2016.
Stock-Based Compensation
All stock-based payments to employees,
including grants of employee stock options, are recognized in the financial statements based on their fair values.
Stock options and warrants issued to consultants
and other non-employees as compensation for services provided to the Company are accounted for based upon the fair value of the
services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.
Income Taxes
The Company is required to file a consolidated
tax return that includes all of its subsidiaries.
Current income taxes are based on the year’s
taxable income for federal and state income tax reporting purposes. Deferred income taxes are provided on a liability basis whereby
deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities
are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax law and rates on the date of enactment. The Company records a liability for uncertain
tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. For the years ended
October 31, 2017 and 2016, the Company has incurred operating losses, and therefore, there were not any income tax expense amounts
recorded during that period associated.
Since January 1, 2018, the nominal corporate
tax rate in the United States of America is a flat 21 percent due to the passage of the "Tax Cuts and Jobs Act" on December
20, 2017 by the US Senate and House of Representatives.
Valuation of Derivatives
The Company evaluates its convertible instruments,
options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives
to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment
is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event
that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income
(expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date
and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject
to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification
date. We analyzed the derivative financial instruments in accordance with ASC 815.
The Company utilized Monte Carlo Simulation
models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the
fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability)
could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced
or liquidation sale.
The derivative liabilities result in a
reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market
each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense
using the effective interest method over the life of the Convertible Note.
Fair Value of Financial Instruments
The Company includes fair value information
in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the
book value approximates fair value, no additional disclosure is made.
The Company follows FASB ASC 820, Fair
Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures
about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial
instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair
value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these
instruments.
The Company follows the provisions of ASC
820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified
in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s convertible
promissory notes (see Note 9) which are required to be measured at fair value on a recurring basis under of ASC 815 as of October
31, 2017 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little
or no market activity and that are significant to the fair value of the assets or liabilities as of October 31, 2017:
Level one
— Quoted
market prices in active markets for identical assets or liabilities;
Level two
— Inputs
other than level one inputs that are either directly or indirectly observable such as quoted prices for similar assets or liabilities,
quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data
for substantially the full term of the assets or liabilities; and
Level three
— Unobservable
inputs that are supported by little or no market activity and developed using estimates and assumptions, which are developed by
the reporting entity and reflect those assumptions that a market participant would use.
The fair value hierarchy also
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Determining which category an asset or
liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.
The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value
of the derivative liability under level three.
Based on ASC Topic 815 and related guidance,
the Company concluded the common stock issuable pursuant to conversion of the convertible promissory notes are required to be accounted
for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance common stock derivative
liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics
or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with
changes in the values of these derivatives reflected in the consolidated statements of operations as “change in fair value
of derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are
disclosed on the balance sheet under Derivative Liabilities.
Further, and in accordance with ASC 815,
the embedded derivatives are revalued using a Monte Carlo Simulation model at issuance and at each balance sheet date and marked
to fair value with the corresponding adjustment as a “gain or loss on change in fair values” in the consolidated statement
of operations. As of October 31, 2017, the fair value of the derivative liabilities included on the accompanying consolidated balance
sheet was $663,598. During the year ended October 31, 2017, the Company recognized a gain on change in the fair value totaling
$95,971.
The Company classifies the fair value of
these securities under level three of the fair value hierarchy of financial instruments. The following table presents liabilities
that are measured and recognized at fair value as of October 31, 2017 on a recurring and non-recurring basis:
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Gains
(Losses)
|
|
Derivatives
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
663,598
|
|
|
$
|
95,971
|
|
Fair Value at October 31, 2017
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
663,598
|
|
|
$
|
95,971
|
|
Changes in the unobservable input values
would likely cause material changes in the fair value of the Company’s Level 3 financial instruments.
Subsequent Events
The Company has evaluated subsequent events
that occurred after October 31, 2017 through the financial statement issuance date for subsequent event disclosure consideration.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers
(Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services
to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods
or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized
and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will
be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is
recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December
15, 2017, and interim reporting periods within annual reporting periods beginning after December 15, 2017. The new revenue standard
may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the
date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. The Company has assessed the provisions of the
guidance and has determined that there is no impact from the adoption of this guidance on its consolidated financial statements.
The Company will adopt the provisions of this guidance beginning in the quarter ended January 31, 2018.
In August 2014, the FASB issued ASU 2014-15,
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management
to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as
to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard
provides guidance for making the assessment, including consideration of management’s plans, which may alleviate doubt regarding
the Company’s ability to continue as a going concern. ASU 2014-15 is effective for years ending after December 15, 2016.
Early adoption is permitted. The Company has adopted this standard for the year ending October 31, 2017, and management has concluded
that there is substantial doubt as to the Company’s continuation as a going concern within one year after the issuance date
of the financial statements.
In February 2016, a pronouncement was issued
by the FASB that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations
that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those
leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition,
measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a
finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the
amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning
after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard
is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement
on its financial statements.
In April 2016, the FASB issued ASU No.
2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting
for employee share-based payments and affect all organizations that issue share based payment awards to their employees. Several
aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b)
classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance
is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption
of the update is permitted. The Company adopted this guidance in the first quarter of 2017. The adoption of this update had no
material effect on the Company’s financial position or results of operations.
The Company does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position
or cash flow.
NOTE 3 – GOING CONCERN
The accompanying consolidated financial
statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has had limited revenues since its inception. The Company incurred a net loss of $9,112,519
for the year ended October 31, 2017. In addition, the Company had an accumulated deficit of $11,085,743 at October 31, 2017. The
Company had a negative working capital position of $3,599,915 at October 31, 2017. The Company’s efforts to establish a stabilized
source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless
additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management anticipates that the Company
will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses. As a result of
the Sale, the Company does not have any assets to pledge for the purpose of borrowing additional capital. In addition, the Company
relies on non-exclusive supply arrangements to obtain the supply of the products it currently sells and distributes to its customers.
The Company’s current market capitalization and common stock liquidity will hinder its ability to raise equity proceeds.
The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive. if available at all.
In view of the matters described in the
preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes
that (1) the Company will be able to establish a stabilized source of revenues, (2) obligations to the Company’s creditors
are not accelerated, (3) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring
and/or deferring ongoing obligations, (4) the Company is able to continue to obtain products under current supply arrangements
or from other suppliers with similar terms and conditions, and (5) the Company obtains additional working capital to meet its contractual
commitments and maintain the current level of Company operations through debt or equity sources.
There is no assurance that the Company
will be able to complete its revenue growth strategy or otherwise obtain sufficient working capital to cover ongoing cash requirements.
Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore,
despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues.
If revenues do not increase and stabilize or if additional funds cannot otherwise be raised, the Company might be required to seek
other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws.
As of October 31, 2017, based on the factors described above, the Company concluded that there was substantial doubt about
its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.
NOTE 4 – SALE AND TRANSFER OF
ANU MANUFACTURING ASSETS
Effective February 5, 2018 (“Closing
Date”), Vera Acquisition LLC, a Utah limited liability company ("Vera"), Organicell, ANU and General Surgical,
executed an Asset Purchase Agreement ("Purchase Agreement") pursuant to which ANU sold to Vera (“Sale”) their
right, title and interest in certain tangible and other assets associated with its manufacturing operations, including, prepaid
expenses, raw and finished goods inventory, a long term lease for ANU’s laboratory facility in Sunrise, Florida (including
associated security deposits), furniture and equipment, and certain intellectual property rights and General Surgical transferred
its rights to certain third-party distribution agreements between General Surgical and distributors of products manufactured by
ANU (“Sold Assets”) in exchange for a cash payment of $950,000 and the execution of a long term distribution agreement
with Organicell (“Organicell Distribution Agreement”) described below. In connection with the Sale, Vera received credit
for $100,000 previously paid to ANU for prepaid product supply which was not yet delivered to Vera as of the Closing Date.
In connection with the Sale, the Company
was required to use cash proceeds from the Sale to satisfy and extinguish all of the Notes outstanding related to the SPA as of
the date of the Sale, totaling approximately $762,477 (comprised of $527,778 of face value of the Notes outstanding, $8,589 of
accrued and unpaid interest from January 1, 2018 through the date of the Sale, $211,111 of prepayment penalties and $15,000 for
reimbursement of legal fees), which were secured by a first priority lien on all of the Company’s assets, and to be used
to pay all of ANU’s remaining trade accounts payable outstanding as of the Closing Date. In addition, the Purchase Agreement
required ANU to fund the placental donor tissue costs that were required by Vera to process additional product subsequent to the
Closing to replace the shortfall of the actual inventory product amounts as of the Closing Date and the specified inventory quantities
provided for in the Purchase Agreement. The Purchase Agreement also required ANU to escrow $47,500 (5%) of the cash purchase price
and for General Surgical to escrow, subsequent to the Closing Date, up to $47,500 from collections of accounts receivable that
were existing as of the Closing Date for a period of 90 days subsequent to the Closing Date to cover pre-closing related liabilities
of ANU that were not identified as of the Closing Date, if any, and other obligations of ANU associated with the Purchase Agreement.
Vera is obligated to repay to the Company the net portion of the escrowed amounts held by Vera that are remaining upon the expiration
of the 90 day escrow period and upon such time that the Company delivers a certificate of compliance from the State of Florida
that there are no taxes owing to the State of Florida by ANU related to activities prior to Sale or the transfer of the Sold Assets.
The Purchase Agreement also required the Company to indemnify Vera for future claims made against Vera related to activities of
ANU occurring prior to the Closing Date. In connection with the Sale, the Company and the Company’s executives as of the
date of the Sale, executed non-competition covenant agreements whereby each party, including their affiliates, agreed under certain
circumstances, not to engage directly or by assisting others in conducting activities competitive with Vera (defined as distributing,
manufacturing, designing or engineering placental tissue-based products), except in a capacity of performing the activities related
to the Organicell Distribution Agreement.
Effective upon the closing of the Sale,
the Chief Operating Officer (“COO”) and Chief Technical Officer (“CTO”) each entered into a separation
and general release agreement with the Company, which provided for the immediate resignation of the COO and CTO of all their respective
executive and board of director positions held with Organicell and/or any of Organicell’s subsidiaries, and settlement of
all obligations of each party to the other pursuant to the respective employment agreements, including the release of all rights
the Company may have held in any intellectual property of the COO and CTO and any non-compete restrictions on the COO and CTO.
In connection with such releases, each of the COO and CTO agreed to forfeit all warrants previously granted and outstanding (a
total of 77,150,000 warrants to purchase shares of common stock of the Company), forfeit any and all accrued and unpaid amounts
owing under the employment agreements for past due wages, benefits, severance obligations, unreimbursed expenses and any other
obligations owing to one another as of the Closing Date in exchange for a grant of 7,500,000 newly issued shares of restricted
common stock of the Company to each of the COO and CTO, with a fair value of $82,500, based on the closing price of the common
stock of the Company on the date of the Sale.
In connection with the Sale, ANU and General
Surgical retained all cash on-hand as of the Closing Date and General Surgical retained all accounts receivable existing at the
Closing Date, trademarks and inventory associated with the distribution of its “Organicell” product, and certain agreements
between General Surgical and distributors of the ANU products that General Surgical intends to continue to supply after the Closing
Date pursuant to the Organicell Distribution Agreement. After the completion of the Sale, the Company remains in the business of
selling and distributing regenerative biologic therapies based on amnion placental tissue derived products to doctors and hospitals
but will now rely on the Organicell Distribution Agreement, rather than from products manufactured internally by ANU, for the supply
of these advanced biologically processed cellular and tissue based products, including those same products previously produced
by ANU and newly developed products that may become available from Vera or other suppliers in the future.
Organicell Distribution Agreement
In connection with the Sale, the Company
and Vera entered into a long-term distribution agreement (“Organicell Distribution Agreement”) which provided Organicell,
or its designees, certain exclusive and non-exclusive rights to distribute future products to be manufactured by Vera, including
products that were developed and produced by ANU prior to the Closing Date and additional products that may be developed and produced
by Vera in the future. The initial term of the Organicell Distribution Agreement is for three years and is automatically renewed
for additional one-year periods, subject to Organicell meeting minimum volume purchase requirements. The Organicell Distribution
Agreement provides pricing for those products which were produced and available from ANU at the time of the Sale, and discounts
based on Organicell achieving minimum monthly purchase volumes. Under the terms of the Organicell Distribution Agreement, the Company
was obligated to purchase the Vera products identified at the time of the Sale, provided they are available to be purchased from
Vera and/or new products developed after the time of the Sale, provided that the Company and Vera can mutually agree on the terms
for the sale of the new product offerings.
During August 2018, Vera notified the Company
that it was no longer in the business originally acquired in connection with the Sale and that it was no longer able to supply
products to the Company under the Organicell Distribution Agreement. As a result, the Company is currently relying on short-term
supply agreements with other third party manufacturers to provide it with the products it currently distributes.
NOTE 5 – REORGANIZATION PLAN
On April 23, 2018, the Company and MBA,
executed a Plan and Agreement of Reorganization (“Reorganization Plan”) whereby the Company agreed to issue to MBA
an aggregate of 222,425,073 shares of its common stock, representing 51% of the outstanding shares of common stock of the Company
on fully-diluted basis, for $0.001 per share (or an aggregate of $222,425), in consideration for MBA’s founder and Chief
Executive Officer, Mr. Manuel Iglesias’ agreement to serve as the Company’s Chief Executive Officer and a member of
the Board of the Company. The Reorganization Plan was effective as of April 13, 2018.
Under the terms of the Reorganization Plan,
as of the Effective Date:
|
1.
|
Mr. Iglesias replaced Albert Mitrani as Chief Executive Officer of the Company.
|
|
2.
|
Mr. Iglesias and Richard Fox were appointed as members to the Board of Directors of the Company.
|
|
3.
|
Ian Bothwell and Maria Mitrani resigned from the Board of Directors of the Company.
|
|
4.
|
Albert Mitrani, Ian Bothwell and Maria Mitrani each agreed to terminate their respective employment
agreements in favor of new employment agreements. In connection with the new employment agreements, Mr. Mitrani agreed to serve
as the Company’s President, Ian Bothwell agreed to remain Chief Financial Officer and Maria Mitrani agreed to remain Chief
Science Officer of the Company.
|
|
5.
|
Albert Mitrani, Ian Bothwell and Maria Mitrani each agreed to the cancellation of their 100 shares
of the Company’s Series A Preferred Stock. In addition, the Company agreed that it would cancel the Certificates of Designation
for the Company’s Series A Preferred Stock and Series B Preferred Stock.
|
|
6.
|
The Company agreed to terminate Sections 4.08(c) and 4.08(d) of the Company’s Second Amended
and Restated By-Laws which had required supermajority approval of the Board for certain corporate actions.
|
|
7.
|
Ian Bothwell and Maria Mitrani exercised, on a cashless basis, all of their warrants for 48,624,561
and 21,757,895, respectively, shares of common stock of the Company based on the exercise price of $0.001 and the closing price
of the Company’s common stock on the Effective Date.
|
|
8.
|
Ian Bothwell and Maria Mitrani were granted an additional 4,675,439 and 2,092,105, respectively,
shares of common stock of the Company.
|
|
9.
|
Albert Mitrani, Ian Bothwell and Maria Mitrani each agreed to release the Company for all amounts
owed to them for unpaid salaries through the Effective Date and advances and/or expenses incurred prior to December 31, 2017.
|
As a result of the above transactions,
MBA has a controlling interest in the voting and equity interests of the Company.
NOTE 6 – INVENTORIES
Inventories totaled $119,555 and $9,944
at October 31, 2017 and October 31, 2016, respectively.
|
|
October 31, 2017
|
|
|
October 31, 2016
|
|
|
|
|
|
|
|
|
Raw materials and supplies
|
|
$
|
17,637
|
|
|
$
|
9,944
|
|
Finished goods
|
|
|
101,918
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Total inventories
|
|
$
|
119,555
|
|
|
$
|
9,944
|
|
As described in Note 4, in connection with
the Sale, ANU sold or transferred to Vera its right, title and interest in the manufacturing related inventories that were on hand
as of the date of the Sale.
NOTE 7 - PROPERTY AND EQUIPMENT
|
|
October 31, 2017
|
|
|
October 31, 2016
|
|
|
|
|
|
|
|
|
Computer equipment
|
|
$
|
4,084
|
|
|
$
|
1,724
|
|
Manufacturing equipment
|
|
|
69,089
|
|
|
|
26,313
|
|
|
|
|
73,173
|
|
|
|
28,037
|
|
Less: accumulated depreciation and amortization
|
|
|
(19,746
|
)
|
|
|
(431
|
)
|
Total property and equipment, net
|
|
$
|
53,427
|
|
|
$
|
27,606
|
|
Depreciation expense of property, plant
and equipment from operations totaled $19,315 and $345 for the years ended October 31, 2017 and 2016, respectively.
As described in Note 4, in connection with
the Sale, ANU sold or transferred to Vera its right, title and interest in the manufacturing related equipment existing as of the
date of the Sale.
NOTE 8 – RELATED PARTY TRANSACTIONS
During the fiscal year ended October 31,
2016, the Company recorded salary expense to its CEO in the amount of $241,845, of which $91,845 was paid through October 31, 2016.
The Company also recorded salary and consulting fees to the CEO’s wife in the amount of $138,729, of which $33,896 was paid
through October 31, 2016. Expenses of approximately $44,000 were reimbursed in relation to the consulting services provided. In
addition, the Company also made payments on behalf of the CEO and the CEO’s wife for health benefit costs and automobile
related allowances totaling approximately $46,868 for the fiscal year ended October 31, 2016. As described below, as of October
31, 2016, the Company recorded an aggregate of $150,000 and $104,833 of accrued salary related expenses owed to the CEO and the
CEO’s wife, respectively, for all advances, loans, consulting fees and/or salary related compensation owed to each of the
CEO and/or CEO’s wife through October 31, 2016.
Prior to November 4, 2016, the CEO and
the CEO’s wife did not have employment agreements or consulting agreements with the Company and had agreed to defer any future
salary or consulting payments based on availability of cash resources of the Company.
As more fully described in Note 14, effective
November 4, 2016, the Company entered into executive employment agreements with Albert Mitrani, the CEO; the CEO’s wife Maria
Mitrani, the Chief Science Officer (“CSO”); Bruce Werber, the COO; and Ian Bothwell, the Chief Financial Officer (“CFO”).
On March 8, 2017, the Company entered into an executive employment agreement with Terrell Suddarth, the CTO, and amended the CSO’s,
the COO’s and CFO’s executive employment agreements. During April 2018, the Company amended the CSO’s and the
CFO’s executive employment agreements. (collectively the CEO, CSO, COO, CFO’s and CTO’s executive employment
agreements, as amended, are referred to as the “Executive Agreements”). In connection with the executive employment
agreements with the CEO and the CSO, the Company agreed to pay a total of $150,000 and $104,833, respectively, representing the
total amount of all advances, loans, consulting fees and/or salary related compensation owing to each of the CEO and the CSO up
through November 4, 2016. The payment of the above amounts was to be paid in the future based on the available cash of the Company.
Effective February 5, 2018, the COO’s and CTO’s executive employment agreements were terminated. Effective April 13,
2018, the CEO’s, CFO’s and CSO’s executive employment agreements were terminated and replaced with new executive
employment agreements (“New Executive Employment Agreements”). See Note 14 for a more detailed description of the Executive
Agreements and New Executive Employment Agreements.
In connection with the Reorganization Plan,
the CFO and CSO each agreed to exercise on a cashless basis all of their warrants to purchase 53,300,000 and 23,850,000 shares
of common stock of the Company, respectively. Based on the closing price of the Company’s common stock on the Effective Date
of $0.016 per share and the warrant exercise price of $0.001 per share, the CFO and CSO were required to use 4,675,439 and 2,092,105
shares of common stock received from the exercise of the warrants, respectively, to pay for the exercise price for exercising all
of the warrants.
Effective April 13, 2018, the CFO and CSO
were each granted 4,675,439 and 2,092,105 shares of common stock of the Company, respectively. The newly granted shares vest immediately
and were valued at $74,807 and $33,474, respectively, based on the closing trading price of the common stock on the effective date
of the grant.
Effective August 1, 2016, the Company’s
corporate administrative offices were moved to office space in Miami Beach, Florida. The office space is leased from MariLuna,
LLC, a Florida limited liability company which is owned by the CSO. The term of the lease is 24 months and the monthly rent is
$2,500. The Company paid a security deposit of $5,000. During April 2018, the lease was renewed for an additional 24 months at
a monthly rent of $2,800.
In connection with the 2016 and 2018 executive
employment agreement between the Company and the CFO, the Company agreed to reimburse Rover Advanced Technologies, LLC, a company
owned and controlled by the CFO for office rent and other direct expenses (phone, internet, copier and direct administrative fees,
etc.) up to a maximum of $2,500 per month.
As of March 29, 2017, the CFO and COO,
were owed $150,000 and $150,000, respectively, by the Company for advances and unreimbursed expenses in connection with the Company’s
operations through March 29, 2017. On March 29, 2017, in connection with the SPA (see Note 9), the advances and unreimbursed expenses
owed to the CFO and COO totaling $300,000 were converted and incorporated in the initial tranche funding amounts as provided for
in the SPA. As a result of the conversion, the advances and unreimbursed expenses became secured obligations of the Company, and
were payable, convertible into common shares of the Company in accordance with the terms of the SPA. The CFO and the COO were also
each granted 1,000,000 common shares of the Company valued at $31,840 based on the closing price of the common stock of the Company
on the date the stock was issued. On February 5, 2018, in connection with the Sale (see Note 4), all amounts owed to the CFO and
COO in connection with the SPA were repaid.
On November 1, 2016, the Company issued
100 shares of Series A Non-Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) to
the CEO. On March 8, 2017, the Company issued 100 shares of the Series A Preferred Stock, to each the COO, CSO and CFO. The Series
A Preferred Stock shall vote together with the shares of common stock and other voting securities of the Company as a single class
and such shares shall represent 80% of all votes entitled to be voted at any annual or special meeting of stockholders of the Company
or action by written consent of stockholders. The Company determined that the value attributable to the Series A Preferred Stock
issued were nominal. On February 5, 2018, in connection with the COO’s resignation and termination, the COO agreed to forfeit
and the cancellation of the 100 shares of the Series A Preferred Stock previously issued. Effective April 13, 2018, in connection
with the Reorganization Plan, the CEO, CFO and CSO each agreed to the forfeit and cancellation of their 100 shares of the Series
A Preferred Stock.
On March 8, 2017, Mint Organics, Inc. issued
warrants to the CEO, CSO and CFO to each purchase 79 shares of the Class A Common Stock, of Mint Organics, Inc., vesting on the
date Mint Organics, Inc., through one of its subsidiaries, obtains a license from any state to dispense cannabis until the fifth
anniversary thereof at an exercise price of $0.001 per share.
During February 2017, the Company sold
250,000 shares of its common stock to the COO’s daughter at $0.04 per share for an aggregate purchase price of $10,000 based
on the closing price of the common stock of the Company on the date the stock was issued.
As described in Note 15, on February 14,
2017, Mr. Peter Taddeo and Mr. Wayne Rohrbaugh each invested $150,000 in the Company in connection with the Company’s endeavor,
through Mint Organics, Inc., to obtain a license to dispense medical cannabis in Florida. In consideration for their investment,
on February 28, 2017, Mr. Taddeo and Mr. Rohrbaugh were each issued 150 shares of Mint Series A Preferred Stock of Mint Organics,
Inc. and a warrant from the Company to purchase up to 150,000 shares of common stock of the Company for $0.15 per share, exercisable
from the date of issuance of the warrant until the third anniversary date of the date of issuance. Mr. Taddeo was also appointed
as the Chief Executive Officer and as a director of Mint Organics, Inc. and Mint Organics Florida, Inc. (Mint Organics Inc. and
Mint Organics Florida Inc. are collectively referred to as the “Mint Organics Entities”). Mr. Rohrbaugh was also appointed
as the Chief Operating Officer and as a director of the Mint Organics Entities. The Mint Series A Preferred Stock is convertible
into Class B Common Stock of Mint Organics, Inc. or into common stock of the Company.
On May 17, 2017, Mint Organics entered
into an executive employment agreement with Peter Taddeo, the CEO of Mint Organics (the “Taddeo Agreement”). In connection
with the Taddeo Agreement, the Company granted Taddeo 1,000,000 shares of unregistered restricted common stock valued at $0.012
per share, the closing price of the common stock of the Company on the date of grant. The shares vested on December 31, 2017. See
Note 15 for a more detailed description of the Taddeo Agreement.
On April 6, 2018, Peter Taddeo resigned
as a member of the Board of Directors of the Company and as the Chief Executive Officer and member of the board of directors of
the Mint Organics Entities. In connection with Mr. Taddeo’s resignation, Mr. Taddeo entered into a Separation and General
Release Agreement (“Taddeo Separation Agreement”) whereby Mr. Taddeo agreed to release the Mint Organics Entities from
all obligations in connection with the Taddeo Agreement and all other agreements and/or financial obligations between the parties
related to the Taddeo’s employment or services performed with any of Mint Organics Entities. In consideration for Taddeo
entering into the Taddeo Separation Agreement, the Mint Organics Entities paid Taddeo $5,000 and Mr. Bothwell paid $3,000 to Taddeo
for the purchase of the 1,000,000 shares of common stock of the Company that were granted to Taddeo in connection with the Taddeo
Agreement. Contemporaneously with the execution of the Taddeo Separation Agreement, the Company and Mr. Taddeo entered into a Share
Purchase and General Release Agreement whereby the Company agreed to purchase from Mr. Taddeo his 150 shares of Mint Series A Preferred
Stock for an aggregate purchase price of $40,000 (see Note 15).
As described in Note 5, on April 23, 2018,
the Company and MBA, executed a Plan and Agreement of Reorganization. As a result of the Reorganization Plan, Mr. Iglesias acquired
controlling interest of the Company.
Certain of the Company’s customers
are related and/or affiliated with employees and/or consultants of the Company. For the year ended October 31, 2017, the total
amount of sales to customers related to employees and/or consultants of the Company totaled $67,550.
NOTE 9 - NOTES PAYABLE
On November 12, 2015, the Company entered
into an unsecured loan agreement (“$15,000 Note Payable”) with an unaffiliated lender pursuant to which the Company
received proceeds of $15,000. The $15,000 Note Payable bears interest at 8% per annum compounded annually and was due one year
after the date of issuance. On April 3, 2017, in connection with the SPA, the $15,000 Note Payable plus accrued interest was fully
paid (see below).
On December 24, 2015, the Company entered
into an unsecured loan agreement (“$50,000 Note Payable”) with an unaffiliated lender pursuant to which the Company
received proceeds of $50,000. The $50,000 Note Payable bears interest at 8% per annum compounded annually and was due one year
after the date of issuance. On April 3, 2017, in connection with the SPA, the $50,000 Note Payable plus accrued interest was fully
paid (see below).
On April 27, 2016, the Company entered
into an unsecured loan agreement (“$35,000 Note Payable”) with a consultant of the Company pursuant to which the Company
received proceeds of $35,000. The payoff amount of the $35,000 Note Payable was $42,000 and was due on May 31, 2016 (an annualized
interest rate of approximately 221%). On April 3, 2017, in connection with the SPA, the $35,000 Note Payable plus accrued interest
was fully paid (see below).
SPA - Convertible Promissory Note
On March 29, 2017, the Company entered
into a Securities Purchase Agreement, dated March 29, 2017 (“SPA”), with an unaffiliated “accredited investor”
(“Agent”), Dr. Bruce Werber, the Company’s Chief Operating Officer and a member of the Board of Directors of
the Company (“Werber”), and Ian T. Bothwell, the Company’s Chief Financial Officer and member of the Board of
Directors (“Bothwell”) (each, including its successors and assigns, a “Purchaser“ and collectively, the
“Purchasers”). The transactions contemplated by the SPA were consummated on April 3, 2017.
Purchase and Sale
Pursuant to the SPA, the Purchasers shall
be entitled to purchase a 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee in the principal amount
of up to $1,666,667, corresponding to a subscription amount of up to $1,500,000 (“Note”). The purchase of the Note
is to occur in several tranches (each a “Tranche”) pursuant to the terms and conditions of the SPA. In connection with
the terms of the SPA, the Purchasers agreed to subscribe to the initial Tranche through the second Tranche for an amount in the
aggregate of up to $600,000 (subject to adjustment as described in the SPA) corresponding to an aggregate of up to $666,667 in
principal amount of the Note. The initial Tranche of $475,000 (which correlates to a principal amount of $527,778 of the Note)
was consummated on the closing of the SPA, of which an aggregate of $300,000 (which correlates to a principal amount of $333,333
of the Note) was funded through the rollover of unreimbursed advances and expenses made to the Company by Werber and Bothwell prior
to the closing date of the SPA and the remaining $175,000 was funded at closing by the Agent. The second Tranche for $125,000 ($138,889
in principal amount of the Note) was required to be funded to the Company by the Agent on July 15, 2017, upon the Company’s
request, subject to certain conditions contained in the SPA. The Company did not request the Agent to fund the second Tranche.
Subject
to the acceleration and/or prepayment provisions as provided for in the SPA, all unpaid principal, fees and accrued and unpaid
interest of the Note was due and payable in full on March 31, 2018.
The
unpaid principal amount of the Note shall accrue interest at 10% per annum, provided that upon the occurrence and during the continuance
of an event of default as defined in the SPA, the outstanding principal amount of this Note and any accrued and unpaid interest
and all other overdue amounts shall each bear interest until paid at the rate of 18% per annum. Additionally, in the event that
the publicly traded price of the common stock falls below $0.0125 for 3 consecutive trading days, then the Note shall accrue interest
at the default interest rate. During the period from April 27, 2017 to May 1, 2017, the closing price of the common stock fell
below $0.0125, and accordingly beginning May 2, 2017, the default interest rate of 18% was in effect. Accrued interest shall be
payable commencing on June 30, 2017, and continuing on the last business day of each subsequent calendar quarter. Interest expense
for the year ended October 31, 2017 was $56,594. The Company made all of the required interest payments during the year ended October
31, 2017, totaling $47,108. In the event of a conversion of this Note prior to the maturity date, all accrued and unpaid interest
was to be added to the principal amount being converted as of the date of conversion to determine the amount of securities into
which the Note shall be converted.
In connection with the terms of the SPA,
as of September 19, 2017, the Company had reserved 82,008,230 shares of the authorized common stock of the Company in favor of
the Agent and is obligated to ensure that there is an adequate number of reserved shares in favor of the Agent in the future in
accordance with the provisions contained in the SPA.
In connection with the terms of the SPA,
the Company issued the Agent, Werber and Bothwell a total of 2,000,000, 1,000,000 and 1,000,000 common shares of the Company (“Commitment
Shares”), respectively, valued in the aggregate at $63,580, based on the closing price of the common stock of the Company
on the date the stock was issued.
The
Note
may be prepaid by the Company at any time, provided however that any prepayment amount will be subject to a prepayment
penalty of 20% to 40% based on the date that the prepayment is made.
At any time after the
six (6) month anniversary of the closing date and until this Note is no longer outstanding, any outstanding principal portion of
this Note shall be convertible, in whole or in part, into shares of common stock of the Company at the option of each Purchaser
(subject to the conversion limitations set forth in the SPA).
The conversion price in effect on any conversion date shall
be equal to the lower of (i) $0.15, and (ii) 60% of the lowest daily volume weighted average price in the 20 trading days prior
to the conversion date. Under the terms of the SPA, Bothwell and Werber are not eligible to convert their portion of the Note until
the Agent has been fully repaid.
According to the SPA, the Purchasers may
fund the Company in different Subscription Amounts at each closing after the second Tranche and are not required to participate
in each such subsequent Tranche. In the event that any Purchaser does not participate in any Tranche after the second Tranche,
the remaining Purchasers shall have the right to participate in such Tranche in an amount up to 100% of the entire Tranche. In
the event that such participating Purchasers do not collectively fund 100% of the desired Tranche amount, then the Company shall
be permitted to request from any Person (as defined in the SPA) the remaining amount, so long as such Person(s) agree to execute
the SPA (and further, the Company and the Purchasers agree to amend the Agreement and the Note as necessary). The Company is not
obligated to consummate any additional Tranche fundings subsequent to the second Tranche.
The SPA contains customary representations,
warranties and covenants for similar transactions by the Company and Purchasers, including restrictions on incurrence of future
indebtedness and/or issuance of equity. In addition, included in the covenants was a covenant made by the Company to be up to date
with all of its filings with the Securities and Exchange Commission by July 15, 2017, including without limitation, all reports,
schedules, forms, statements and other documents required to be filed by the Company under the Securities Exchange Act of 1934,
as amended. The Company met the required deadline for such filings.
The Company used the proceeds received
at closing from the initial tranche for general working capital purposes and the repayment of all outstanding obligations owed
in connection with the $15,000 Note Payable, the $50,000 Note Payable, and the $35,000 Note Payable.
In connection with the SPA, the
Company recorded an original issue discount of $116,458 consisting of the discount in the aggregate cash received at closing
and the intrinsic value of the Commitment Shares. In addition, the Company performed an independent valuation (using Monte
Carlo Simulation Models) of the underlying value attributable to the embedded derivatives liabilities associated with the
Notes at the issuance date (the Notes contain full ratchet reset provisions and variable market based conversion derivative
features) and determined that the fair value of the derivative liabilities associated with the Note was $759,569. As a
result, the Company recorded the amount of the derivative liabilities at the time of closing as a reduction of the remaining
initial carrying amount of the Notes of $411,320 (as unamortized discount) and the excess amount of $348,249 after reducing
the initial carrying amount of the Note to $0, as interest expense. The derivative liability will be marked-to-market each
quarter with the change in fair value recorded in the income statement.
During the year ended October 31, 2017,
the Company recorded a gain of $95,971 associated with change in fair value at October 31, 2017 from the fair value previously
determined for the period from the closing date though October 31, 2017. Unamortized discount is amortized to interest expense
using the effective interest method over the life of the Note ($366,857 for the year ended October 31, 2017).
Security Agreement
As an inducement for the Agent to fund
the Company, on March 29, 2017, the Company and its subsidiaries: ANU; General Surgical Beyond Cells; BD Source and Distribution,
Corp., a Florida corporation; Ethan New York; Mint Organics, Inc., and Mint Organics Florida, (each a “Subsidiary”
or “Guarantor” and together, the “Guarantors”) entered into a Security Agreement, dated March 29, 2017
(the “ Security Agreement “), with the Agent, whereby Organicell and each Subsidiary granted the Agent a perfected,
first priority security interest in and to all of their respective tangible and intangible assets, whether presently owned or existing
or hereafter acquired or coming into existence and all proceeds therefrom, and including the capital stock of each Guarantor. In
addition, upon the full satisfaction of the obligations owing to the Agent, all other Purchasers (excluding the Agent) shall assume
the security rights of the Agent described above until all of their respective amounts owed by the Company have been fully repaid.
Intellectual Property Security Agreement
On March 29, 2017, Organicell and the Guarantors
entered into an Intellectual Property Security Agreement (the “IP Security Agreement”) with the Agent, whereby Organicell
and each Guarantor granted the Agent a perfected, first priority security interest in and to all of their respective intellectual
property.
Subsidiary Guarantee
On March 29, 2017, the Subsidiaries entered
into a Subsidiary Guarantee (the “Subsidiary Guarantee”) in favor of the Agent. Pursuant to the Subsidiary Guarantee,
the Subsidiaries, jointly and severally, unconditionally and irrevocably, guaranteed the prompt and complete payment and performance
when due (whether at the stated maturity, by acceleration or otherwise) of the obligations of the Company to the Agent and its
respective successors, endorsees, transferees and assigns under the Subsidiary Guarantee, the Note and Intellectual Property Security
Agreement and any documents executed and delivered in connection therewith.
Repayment Of SPA – Convertible
Promissory Note
In connection with the Sale, (see Note
4). the Company was required to use cash proceeds from the Sale to satisfy and extinguish all of the Notes outstanding related
to the SPA as of the date of the Sale, totaling $762,478, comprised of $527,778 of face value of the Notes outstanding, $8,589
of accrued and unpaid interest from January 1, 2018 through the date of the Sale, $211,111 of prepayment penalties and $15,000
for reimbursement of Agent legal fees. In connection with the repayment of the Notes, the Agent has released all of the shares
of common stock of the Company previously reserved in favor of the Agent and the Agent has released all of the collateral previously
pledged in connection with the SPA. As a result of the repayment of the Notes, any remaining balance of the derivative liabilities
outstanding as of the date of the Sale will be written off.
Private Placement Of Convertible
6% Debentures
On June 20, 2018, the Company issued a
total of $150,000 of convertible 6% debentures (“150,000 Debentures”) to an accredited investor. The principal amount
of the $150,000 Debentures, plus accrued and unpaid interest through June 30, 2019 are payable on the 10
th
business
day subsequent to June 30, 2019, unless the payment of the $150,000 Debentures are prepaid at the sole option of the Company, are
converted as provided for under the terms of the $150,000 Debentures (see below), and/or accelerated due to an event of default
in accordance with the terms of the $150,000 Debentures. Interest on the $150,000 Debentures for each calendar quarter ended beginning
with the quarter ended June 30, 2018 is payable on the 10
th
business day following the immediately prior calendar quarter.
On August 10, 2018, the Company issued
a total of $100,000 of convertible 6% debentures (“100,000 Debentures”) to two accredited investors. The principal
amount of the $100,000 Debentures, plus accrued and unpaid interest through July 31, 2019 are payable on the 10
th
business
day subsequent to July 31, 2019, unless the payment of the $100,000 Debentures are prepaid at the sole option of the Company, are
converted as provided for under the terms of the $100,000 Debentures (see below), and/or accelerated due to an event of default
in accordance with the terms of the $100,000 Debentures. Interest on the $100,000 Debentures for each calendar quarter ended beginning
with the quarter ended July 31, 2018 is payable on the 10
th
business day following the immediately prior calendar quarter.
Under the terms of the $150,000 Debentures
and the $100,000 Debentures, the Company is permitted to issue additional convertible 6% debentures up to a maximum aggregate principal
amount of $1,000,000 of convertible 6% debentures (“Convertible 6% Debentures”), all of like tenor except as to the
issuance date which shall be determined based on the date that additional Convertible 6% Debentures are issued, if any. The Company
used the $150,000 and $100,000 of proceeds received for general working capital purposes.
The Convertible 6% Debentures may be prepaid
at any time by the Company in whole or in part without penalty upon 30 days written notice but not to exceed 60 days (“Repayment
Notice”) at a price equal to the principal amount of Convertible 6% Debentures’ elected to be repaid by the Company,
plus all unpaid and accrued interest up through the date of prepayment provided in the Repayment Notice (“Prepayment Date”).
The $150,000 Debentures (the principal
and all accrued but unpaid interest thereon) is subject to conversion at the option of the holder at any time, from time to time,
commencing 30 trading days after effectiveness of the Company's pending reverse stock split and continuing up to 5 days prior to
maturity and (b) at any time during the period following receipt of a Repayment Notice and up to 5 days prior to the date of Prepayment
Date, into shares of the common stock of the Company at a Conversion Price equal to eighty percent (80%) of the Volume Weighted
Average Price ("VWAP") of the common stock of the Company. For purposes of this conversion provision, the VWAP of the
common stock of the Company as of a particular conversion exercise date shall be determined as the volume weighted average price
of the common stock as then reported in the OTC Markets over the 10 trading day period ending on the trading day immediately prior
to the conversion exercise date.
The $100,000 Debentures (the principal
and all accrued but unpaid interest thereon) is subject to conversion at the option of the holder at any time, from time to time,
commencing 30 trading days after effectiveness of the Company's pending reverse stock split and continuing up to 5 days prior to
maturity and (b) at any time during the period following receipt of a Repayment Notice and up to 5 days prior to the date of Prepayment
Date, into shares of the common stock of the Company at a conversion price equal to $0.45 per share.
In connection with the Convertible 6% Debentures,
the Company will record the underlying value attributable to the fair value of the embedded derivatives liabilities associated
with the $150,000 Debentures and $100,000 Debentures at the time that the contingencies surrounding the ability to convert the
$150,000 Debentures and/or the $100,000 Debentures are determinable (“Trigger Date”) based on an independent valuation
using a Monte Carlo Model. The Company will record the amount of the derivative liabilities as of the Trigger Date as a reduction
of the remaining initial carrying amount of the Convertible 6% Debentures and the excess amount after reducing the initial carrying
amount of the $150,000 Debentures and $100,000 Debentures to $0, if any, as a charge to the income statement. The derivative liability
will be marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized
to interest expense using the effective interest method over the life of the $150,000 Debentures and $100,000 Debentures.
Mint Organics Inc.
On June 22, 2017, Mint Organics entered
into an unsecured loan agreement with a third party with a principal balance of $60,000, an annual interest rate of 10%, and all
accrued and unpaid interest and outstanding principal are due on the one-year anniversary of the note.
Interest
expense for the year ended October 31, 2017 was $2,170. The loan was not repaid on the maturity date as required and remains outstanding.
NOTE 10 – DERIVATIVE LIABILITIES
In connection with the sale of debt or
equity instruments, the Company may sell options or warrants to purchase our common stock. In certain circumstances, these options
or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may
contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to
be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.
The Company's derivative instrument liabilities
are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges
or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features
that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices
of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions
related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend
yield, and the expected volatility of our common stock price over the life of the instrument.
The following table summarizes the derivative
liability activity for the year ending October 31, 2017:
Description
|
|
Derivative Liabilities
|
|
Fair value at October 31, 2016
|
|
$
|
–
|
|
Change due to issuances
|
|
|
759,569
|
|
Change in fair value
|
|
|
(95,971
|
)
|
Fair value at October 31, 2017
|
|
$
|
663,598
|
|
For the year ended October 31, 2017, net
change in fair value of derivative liabilities was $95,971.
The Company classifies the fair value of
these securities under level three of the fair value hierarchy of financial instruments. The fair value of the derivative liability
was calculated using a Monte Carlo Simulation model that values the liability of the Convertible Notes based on a risk neutral
valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible
(but random) price paths for the underlying (or underlyings) via simulation, and then calculate the associated conversion value
(i.e. "payoff") of the note (limited buy a percentage of trading volume) for each path. These payoffs are then averaged
and discounted to the date of valuation resulting in the fair value of the option. The valuation of the embedded derivatives within
the convertible note was completed with the following assumptions:
Assumptions
|
|
April 3, 2017
|
|
|
October 31, 2017
|
|
Dividend yield
|
|
|
0.00%
|
|
|
|
0.00%
|
|
Risk-free rate for term
|
|
|
1.14%
|
|
|
|
1.49%
|
|
Volatility
|
|
|
255.2%
|
|
|
|
255.3%
|
|
Remaining Term (years)
|
|
|
1.0
|
|
|
|
1.50
|
|
Stock Price
|
|
$
|
0.0159
|
|
|
$
|
0.0084
|
|
NOTE 11 — INCOME TAXES
The Company is required to file a consolidated
tax return that includes all of its subsidiaries.
For the fiscal years ended October 31,
2017 and 2016, the Company has incurred operating losses, and therefore, there were not any tax expense amounts recorded during
those years. The cumulative net operating loss carry-forward is approximately $4,749,000 and will expire beginning in 2031 and
may be subject to further limitations resulting from the change in control during April 2018.
A reconciliation of the U.S. federal statutory
tax amount to the Company’s effective tax amount is as follows:
|
|
Year Ended October 31, 2017
|
|
|
Year Ended October 31, 2016
|
|
Income tax benefit at statutory rate (34%)
|
|
$
|
(3,098,256
|
)
|
|
$
|
(426,088
|
)
|
Stock-based compensation
|
|
|
1,975,704
|
|
|
|
–
|
|
Derivative liabilities & other
|
|
|
135,334
|
|
|
|
–
|
|
Change in valuation allowance
|
|
|
987,218
|
|
|
|
426,088
|
|
Total
|
|
$
|
–
|
|
|
$
|
–
|
|
The tax effects of temporary differences
and carry-forwards that give rise to deferred tax assets and liabilities for the Company were as follows:
|
|
October 31,
|
|
|
October 31,
|
|
|
|
2017
|
|
|
2016
|
|
Deferred tax asset attributable to:
|
|
|
|
|
|
|
|
|
Net operating loss carry-forward
|
|
$
|
1,614,725
|
|
|
$
|
627,507
|
|
Less valuation allowance
|
|
|
(1,614,725
|
)
|
|
|
(627,507
|
)
|
Total
|
|
$
|
–
|
|
|
$
|
–
|
|
The ultimate realization of deferred tax
assets depends on various factors including the generation of taxable income in future periods. The Company has concluded that
the future sources of taxable income do not assure the realization of 100% of the deferred tax assets. Therefore, the Company has
recorded a valuation allowance in the amount of 100% of the deferred tax assets due to the uncertainty of realizing the deferred
tax assets.
IRS Penalties
The Company’s income tax returns
for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”)
until August 2017 (“Delinquent Filed Returns”). The Company’s income tax returns for the tax year ended October
31, 2016 were filed with the IRS during December 2017. In connection with the Delinquent Filed Returns, during the period September
2017 through October 2017, the Company received notices that it was being assessed approximately $90,000 of penalties, plus interest
(“IRS Penalties”), in connection with the late filing certain information returns that were included as part of the
Delinquent Filed Returns. In connection with the notices, the IRS indicated its intent to levy property of the Company if the IRS
penalties were not paid as required. During January 2018, the Company requested from the IRS an abatement of the IRS penalties
based on reasonable cause. During April 2018, the IRS notified the Company that the IRS penalties for the tax year ended 2011 of
$20,000, plus interest, were abated and the request for abatement for the IRS penalties for the tax years ended 2012 – 2015
were denied. The Company is currently appealing the initial determination by the IRS to exclude the IRS penalties for the tax years
2012-2015 in its consideration of abatement. During the period that the appeal is being reviewed and a determination is made by
the IRS, the IRS has agreed to put a hold on taking any levy action against the Company for the remaining amounts of the IRS Penalties
that are still outstanding. In connection with the notices, the Company has accrued $90,000 of accrued tax penalties on the balance
sheet as of October 31, 2017.
NOTE 12 – CAPITAL STOCK
Preferred Stock
The Company is authorized to issue 10,000,000
shares of $0.001 par value preferred stock in one or more designated series, each of which shall be so designated as to distinguish
the shares of each series of preferred stock from the shares of all other series and classes. The Company’s board of directors
is authorized, without stockholders’ approval, within any limitations prescribed by law and the Company’s Articles
of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares
of any series of preferred stock.
Series A Non-Convertible Preferred
Stock
On November 1, 2016, the Company filed
a Certificate of Designation with the Secretary of State of Nevada therein designating out of the 10,000,000 authorized shares
of Preferred Stock, a class of Preferred Stock as “Series A Non-Convertible Preferred Stock” consisting of 100 shares
(the “ Series A Certificate of Designation “). On March 2, 2017, the Company filed with the Secretary of State of Nevada
an amendment to increase the number of shares provided for in the Series A Certificate of Designation from 100 shares to 400 shares.
Set forth below is a summary of the Series
A Certificate of Designation, as amended.
Voting
Generally, the outstanding shares of Series
A Non-Convertible Preferred Stock shall vote together with the shares of common stock and other voting securities of the Company
as a single class and, regardless of the number of shares of Series A Non-Convertible Preferred Stock outstanding, and as long
as at least one share of Series A Non-Convertible Preferred Stock is outstanding, such shares shall represent 80% of all votes
entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders.
Each outstanding share of the Series A Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which
is allocated to the outstanding shares of Series A Non-Convertible Preferred Stock.
Dividends
The holders of shares of Series A Non-Convertible
Preferred Stock shall not be entitled to receive any dividends.
Ranking
The Series A Non-Convertible Preferred
Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares
of common stock of the Company, and any other class or series of stock of the Company which by its terms shall rank junior to the
Series A Non-Convertible Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Company and
any other class or series of stock of the Company which by its term shall rank senior to the Series A Non-Convertible Preferred
Stock.
So long as any shares of Series A Non-Convertible
Preferred Stock are outstanding, the Company shall not alter or change any of the powers, preferences, privileges or rights of
the Series A Non-Convertible Preferred Stock, without first obtaining the approval by vote or written consent, in the manner provided
by law, of the holders of at least a majority of the outstanding shares of Series A Non-Convertible Preferred Stock, as to changes
affecting the Series A Non-Convertible Preferred Stock.
Issued Shares
On November 1, 2016, the Company issued
100 shares of its Series A Non-Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”)
to the CEO. On March 8, 2017, the Company issued 100 shares of the Series A Preferred Stock, to each of the COO, CSO and CFO. In
connection with an independent valuation using the “Market Approach”, the Company determined that the value attributable
to the Series A Preferred Stock issued were nominal.
On February 5, 2018, in connection with
the COO’s resignation and termination, the COO agreed to forfeit and the cancellation of the 100 shares of the Series A Preferred
Stock previously issued.
Effective April 13, 2018, in connection
with the Reorganization Plan, the CEO, CFO and CSO each agreed to forfeit and the cancellation their 100 shares of the Series A
Preferred Stock previously issued.
On June 6, 2018, the Company approved resolutions
to cancel and terminate the Series A Preferred Stock designation and file a certificate of amendment with the State of Nevada,
withdrawing the designation of the Series A Preferred Stock. On June 14, 2018, the Company filed a Certificate of Withdrawal with
the Secretary of State of Nevada thereby withdrawing and terminating all previously issued designations of the Company’s
Series A Preferred Stock. As a result of the aforementioned actions, as of June 14, 2018, there were no designations of Series
A Preferred Stock authorized or outstanding.
Series B Convertible Preferred Stock
On November 1, 2016, the Company filed
a Certificate of Designation with the Secretary of State of Nevada therein designating out of the 10,000,000 authorized shares
of Preferred Stock, a class of Preferred Stock as “Series B Convertible Preferred Stock” consisting of 1,000,000 shares
(“Series B Certificate of Designation”).
Set forth below is a summary of the Series
B Certificate of Designation.
Conversion
Each holder of Series B Preferred Stock
shall have the right, at such holder’s option, at any time or from time to time from and after the day immediately following
the date the Series B Preferred Stock is first issued, to convert each share of Series B Preferred Stock into 20 fully-paid and
non-assessable shares of common stock.
Rank
Except as specifically provided below,
the Series B Preferred Stock shall, with respect to dividend rights, rights on liquidation, winding up and dissolution, rank junior
to the Series A Non-Convertible Preferred Stock of the Company and senior to (i) all classes of common stock of the Company and
(ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the holder(s) of Series
B Preferred Stock).
Issued Shares
On November 1, 2016, the Company entered
into a Share Exchange Agreement with Mr. Mitrani. Pursuant to the Share Exchange Agreement, Mr. Mitrani agreed to exchange 20,000,000
shares of his common stock of the Company for an aggregate of 1,000,000 shares Series B Convertible Preferred Stock on a 1-for-20
basis (the “Series B Exchange Agreement”). The terms of the Series B Exchange Agreement were never consummated. On
March 8, 2017, the Board and Mr. Mitrani decided to unwind the Series B Exchange Agreement and deem it null and void ab initio.
On June 6, 2018, the Company approved resolutions
to cancel and terminate the Series B Preferred Stock designations and file a certificate of amendment with the State of Nevada,
withdrawing the designation of the Series B Preferred Stock. On June 14, 2018, the Company filed a Certificate of Withdrawal with
the Secretary of State of Nevada thereby withdrawing and terminating all previously issued designations of the Company’s
Series B Preferred Stock. As a result of the aforementioned actions, as of June 14, 2018, there were no designations of Series
B Preferred Stock authorized or outstanding.
Common Stock
On September 1, 2015, the Company filed
a Certificate of Amendment with the Secretary of State of Nevada increasing the amount of authorized common stock from 90,000,000
shares to 250,000,000 shares.
On September 17, 2015, the Company completed
an eighteen-for-one forward stock split. The consolidated financial statements and notes reflect a retroactive adjustment for the
forward stock split.
On June 6, 2017, the Board of Directors
of the Company and the stockholders holding the Company’s outstanding Series A Preferred Stock, having the voting equivalency
of 80% of the outstanding capital stock, approved the filing of an amendment to the Articles of Incorporation of the Company to
increase the authorized amount of common stock from 250,000,000 to 750,000,000, without changing the par value of the common stock
or authorized number and par value of “blank check” Preferred Stock. On June 19, 2017, the Company filed a Definitive
14C with the SEC regarding the corporate action. On June 22, 2017, the Company filed a Certificate of Amendment to the Company’s
Articles of Incorporation with the Secretary of State of Nevada to effectuate the corporate action on July 10, 2017.
On June 18, 2018, the Company filed a Certificate
of Correction with the Secretary of State of Nevada to effectuate a reverse stock split of one (1) new share for each seventeen
(17) shares issued and outstanding as of the record date of May 21, 2018, with resulting fractional shares being rounded up to
the nearest whole number, and a reduction in the authorized shares from 750 million to 250 million (the “Reverse Split”).
On June 1, 2018, the Company
submitted an Issuer Company-Related Notification Form (“June 1 Notification Form”) with FINRA pursuant to Rule 10b-17
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the Name Change and Reverse Split.
However, due to the Company’s delinquency its Exchange Act reports with the SEC by failing to file this Annual Report and
its Quarterly Reports for the quarters ended January 31, 2018 and April 30, 2018, FINRA did not announce or effectuate the Name
Change or Reverse Split in the marketplace. FINRA has since informed the Company that as a result of the length of time before
the Company expects to file its delinquent Exchange Act reports with the SEC, a new Issuer Company-Related Notification Form will
be required to be submitted for approval upon the Company becoming current in its Exchange Act filings.
Sales of Common Stock
From November 2015 to March 2016, the Company
sold an aggregate of 364,685 Units to 9 “accredited investors”. Each Unit cost $0.70 and consisted of two shares of
common stock, one Class A Warrant and one Class B Warrant. The Company issued a total of 729,370 shares, Class A warrants to purchase
364,685 common shares and Class B warrants to purchase 364,685 common shares for total proceeds of $255,279. The Class A Warrant
and Class B Warrant have exercise prices of $0.50 and $1.00, respectively, and have a four-year term. The grant date fair value
of the warrants issued in connection with this offering was $379,893.
During April 2016, the Company sold 25,000
shares of common stock to an individual for cash proceeds of $5,000.
During July 2016, the Company sold 2,200,000
shares of common stock to investors for cash proceeds of $92,000 (net of $18,000 in offering costs).
During August 2016, the Company sold 62,500
shares of common stock to an “accredited investor” at $0.08 per share for an aggregate purchase price of $5,000.
During September 2016, the Company sold
2,000,000 shares of common stock to an “accredited investor” at $0.05 per share for an aggregate purchase price of
$100,000.
During January 2017, the Company sold 100,000
shares of common stock to an “accredited investor” at $0.05 per share for an aggregate purchase price of $5,000.
During January 2017 and February 2017,
the Company sold an aggregate of 600,000 Units and 300,000 Units, respectively. Each Unit cost $0.10 and consisted of two shares
of common stock, one Class A Warrant and one Class B Warrant. The Company issued a total of 1,800,000 common shares, Class A warrants
to purchase 900,000 common shares and Class B warrants to purchase 900,000, common shares. The Class A Warrant and Class B Warrant
have exercise prices of $0.075 and $0.150, respectively, and have a three-year term. The aggregate grant date fair value of the
warrants issued in connection with this offering was $33,480. The total proceeds received from the above sales occurring in January
2017 and February 2017 were $60,000 and $30,000, respectively.
During February 2017, the Company sold
250,000 shares of common stock to a related party at $0.04 per share for an aggregate purchase price of $10,000.
On March 8, 2017, in consideration for
consulting services rendered to the Company and Mint Organics, Inc., the Board approved the issuance of 100,000 shares of unregistered
common stock valued at $0.03 per share, the closing price of the common stock of the Company on that date, to a consultant. The
Company recorded $3,000 of stock-based compensation expense based on the grant date fair value of these shares.
On March 29, 2017, in connection with the
terms of the SPA, the Company issued the Agent, Werber and Bothwell a total of 2,000,000, 1,000,000 and 1,000,000 common shares
of the Company, respectively, valued in the aggregate at $63,680, based on the closing price of the common stock of the Company
on the date the stock was issued.
On May 17, 2017, in connection with the
Taddeo Agreement, the Company granted Taddeo 1,000,000 shares of unregistered common stock. The value of the stock grant was determined
to be $12,000 based on the closing price of the common stock of the Company on the date of grant ($0.12 per share). The shares
vest on the date Mint Organics, through one of its subsidiaries, obtains a license from a state to dispense cannabis or December
31, 2017, whichever is earlier, and provided that Taddeo’s employment has not been terminated prior to the time the vesting
conditions have been met. The Company has recorded amortization expense totaling $8,800 for the period from date the stock grant
was issued through October 31, 2017 as additional stock-based compensation.
During January 2018, the Company sold 4,062,500
shares of common stock to four “accredited investors” at $0.016 per share for an aggregate purchase price of $65,000.
In connection with the Sale of the ANU
assets on February 5, 2018, and the immediate resignation and termination of the Company’s Chief Operating Officer, the Chief
Operating Officer agreed to forfeit 53,300,000 warrants to purchase shares of the Company’s common stock held at the time
of the resignation and the Company agreed to grant the Chief Operating Officer 7,500,000 shares of newly issued common stock of
the Company valued at $0.011 per share, the closing price of the common stock of the Company on the date of the Sale. The Company
will record $82,500 of stock-based compensation expense based on the grant date fair value of these shares during the period that
the shares were granted.
In connection with the Sale of the ANU
assets on February 5, 2018, and the immediate resignation and termination of the Company’s Chief Technology Officer, the
Chief Technology Officer agreed to forfeit 23,850,000 warrants to purchase shares of the Company’s common stock held at the
time of the resignation and the Company agreed to grant the Chief Technology Officer 7,500,000 shares of newly issued common stock
of the Company valued at $0.011 per share, the closing price of the common stock of the Company on the date of the Sale. The Company
will record $82,500 of stock-based compensation expense based on the grant date fair value of these shares during the period that
the shares were granted.
During February 2018, the Company sold
1,250,000 shares of common stock to an “accredited investor” at $0.016 per share for an aggregate purchase price of
$20,000. The proceeds were used for working capital.
During March 2018, the Company sold 313,500
shares of common stock to an “accredited investor” at $0.016 per share for an aggregate purchase price of $5,000. The
proceeds were used for working capital.
During April 2018, the Company sold 625,000
shares of common stock to two “accredited investors” at $0.016 per share for an aggregate purchase price of $10,000.
The proceeds were used for working capital.
As described in Note 5, effective April
13, 2018 in connection with the Reorganization Plan, the Company agreed to issue to MBA an aggregate of 222,425,073 shares of its
common stock, representing 51% of the outstanding shares of the common stock of the Company on fully-diluted basis, for $0.001
per share (or an aggregate of $222,425), in consideration for MBA’s founder and Chief Executive Officer, Mr. Manuel Iglesias’
agreement to serve as the Company’s Chief Executive Officer and a member of the Board of the Company.
In connection with the Reorganization Plan,
The CFO and CSO each agreed to exercise on a cashless basis all of their warrants to purchase 53,300,000 and 23,850,000 shares
of common stock of the Company, respectively. Based on the closing price of the Company’s common stock on the Effective Date
of $0.016 per share and the warrant exercise price of $0.001 per share, the CFO and CSO were required to use 4,675,439 and 2,092,105
shares of common stock received from the exercise of the warrants, respectively, to pay for the exercise price for exercising all
of the warrants.
Effective April 13, 2018, the CFO and CSO
were each granted 4,675,439 and 2,092,105 shares of common stock of the Company, respectively valued at $0.016 per share based
on the closing price of the common stock of the Company on the effective date of the grant. The newly granted shares vest immediately
and the Company will record stock-based compensation of $74,807 and $33,474, respectively, during the period that the shares were
granted.
NOTE 13 – WARRANTS
During the year ended October 31, 2016,
the Company issued 729,370 warrants in connection with common stock offerings and valued the warrants on the dates of the grant
using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate from
1.22% to 1.57%, (2) term of 4 years, (3) expected stock volatility from 97% to 100%, and (4) expected dividend rate of 0%. All
of the warrants vested immediately. The grant date fair value of the warrants issued during the year ended October 31, 2016 was
$379,893.
In connection with the Executive Employments
Agreements dated November 4, 2016 (see Note 14), the Company granted the following warrants to each executive as described below:
Bothwell:
|
a warrant to purchase, on a cashless basis, up to 31,800,000 shares of common stock of the Company
for $0.06 per share, the closing price of the Company’s common stock on the date of the grant, exercisable in accordance
with the vesting schedule below until the 10th anniversary of the date of issuance:
|
|
|
|
(a) Immediately on the Effective
Date, 50% of the Warrant shall vest and the remaining 50% shall vest in 18 equal monthly installments beginning on November 30,
2016 or until Bothwell no longer remains employed by the Company, whichever is earlier.
|
|
|
|
Notwithstanding the foregoing vesting
schedule, the unvested portion of the Warrant shall be accelerated upon the achievement of the milestones set forth below, to the
satisfaction of the Board in its sole discretion and contingent upon Mr. Bothwell’s continued employment at the time of consummation:
|
|
1.
|
25% upon the consummation of an equity or debt financing and resulting in gross proceeds of at
least $300,000, including, but not limited to, the currently contemplated financing in connection with the SPA; and
|
|
2.
|
25% upon the consummation of a series of equity or debt financings resulting in aggregate process
gross proceeds in excess of $1,500,000.
|
|
The Company valued the above warrants
on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk
free interest rate of 1.79%, (2) term of 10 years, (3) expected stock volatility of 152%, and (4) expected dividend rate of 0%.
The grant date fair value of the warrants issued was $1,879,380 of which $1,722,765 has been amortized during the year ended October
31, 2017, and the remaining unamortized costs will be expensed pro rata as the warrants vest.
|
Werber:
|
a warrant to purchase, on a cashless basis, up to 31,800,000 shares of common stock of the Company
for $0.06 per share, the closing price of the Company’s common stock on the date of the grant, fully vested at the time of
the grant and exercisable until the 10th anniversary of the date of issuance.
|
|
|
|
The Company valued the above warrants
on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk
free interest rate of 1.79%, (2) term of 10 years, (3) expected stock volatility of 152%, and (4) expected dividend rate of 0%.
The grant date fair value of the warrants issued was $1,879,380 of which $1,879,380 has been amortized during the year ended October
31, 2017.
|
M. Mitrani:
|
a
warrant to purchase, on a cashless basis, up to 10,000,000 shares of common stock of the Company for $0.06 per share, the closing
price of the Company’s common stock on the date of the grant, fully vested at the time of the grant and exercisable until
the 10th anniversary of the date of issuance.
|
|
|
|
The Company valued the above warrants
on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk
free interest rate of 1.79%, (2) term of 10 years, (3) expected stock volatility of 152%, and (4) expected dividend rate of 0%.
The grant date fair value of the warrants issued was $591,000 of which $591,000 has been amortized during the year ended October
31, 2017.
|
During January 2017 and February 2017,
the Company issued 1,200,000 and 600,000 warrants, respectively, in connection with common stock offerings and valued the warrants
on the dates of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk
free interest rate 1.43% to 1.50%, (2) term of 3 years, (3) expected stock volatility of 106%, and (4) expected dividend rate of
0%. All of the warrants vested immediately. The grant date fair value of the warrants issued during January 2017 and February 2017
was $22,320 and $11,160, respectively.
In connection with the Participation Agreement,
on March 8, 2017, the Company issued warrants to Mr. Peter Taddeo, a member of the Board and the Chief Executive Officer and a
director of both Mint Organics and Mint Organics Florida and Mr. Wayne Rohrbaugh, the Chief Operating Officer and a director of
both Mint Organics and Mint Organics Florida, to each purchase 150,000 shares of common stock of the Company at an exercise price
of $0.15 per share, exercisable from the date of issuance until the third anniversary date of the date of issuance. The Company
valued the above warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average
assumptions: (1) risk free interest rate of 1.38%, (2) term of 3 years, (3) expected stock volatility of 106%, and (4) expected
dividend rate of 0%. The grant date fair value of the warrants issued was $4,770.
On March 8, 2017, in connection with Mr.
Suddarth’s employment agreement, the Company granted Mr. Suddarth a warrant to purchase, on a cashless basis, 23,850,000
shares of the Company’s common stock at an exercise price of $0.02 per share, the closing price of common stock of the Company
on March 8, 2017, exercisable in accordance with the vesting schedule below until the 10
th
anniversary of the date of
issuance:
(a) Immediately on the Effective
Date, 50% of the Warrant shall vest and, thereafter, the remaining 50% shall vest in 18 equal monthly installments beginning on
March 31, 2017 or until Suddarth no longer remains employed by the Company, whichever is earlier.
(b) Notwithstanding the foregoing
vesting schedule, the unvested portion of the Warrant shall be accelerated upon the achievement of the milestones set forth below,
to the satisfaction of the Board in its sole discretion and contingent upon Mr. Suddarth’s continued employment at the time
of consummation:
|
1.
|
25% for the commercial availability of a sheet type human amnion product
|
|
2.
|
15% for the third commercially available product; and
|
|
3.
|
10% for the fourth commercially available product
|
The Company valued the above warrants
on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk
free interest rate of 2.57%, (2) term of 10 years, (3) expected stock volatility of 153%, and (4) expected dividend rate of 0%.
The grant date fair value of the warrants issued was $469,845 of which $469,845 has been amortized during the year ended October
31, 2017.
On March 8, 2017, the Board of the Company
granted warrants to purchase shares of common stock of the Company on a cashless basis to the following executive officers and
directors of the Company:
Executive Officer
|
|
Warrants:
|
|
Dr. Bruce Werber (Chief Operating Officer and Director)
|
|
|
21,500,000
|
|
Ian T. Bothwell (Chief Financial Officer and Director)
|
|
|
21,500,000
|
|
Dr. Maria Ines Mitrani (Chief Science Officer and Director)
|
|
|
13,850,000
|
|
TOTAL
|
|
|
56,850,000
|
|
The foregoing warrants are exercisable
for $0.02 per share, the closing price of common stock of the Company on March 8, 2017, and are exercisable from the date of issuance
until the 10th anniversary of the date of issuance. The Company valued the above warrants on the date of the grant using the Black-Scholes
option pricing model with the following weighted average assumptions: (1) risk free interest rate of 2.57%, (2) term of 10 years,
(3) expected stock volatility of 153%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants issued was
$1,119,945 of which $1,119,945 has been amortized during the year ended October 31, 2017.
A summary of warrant activity for the years
ended October 31, 2016 and 2017 are presented below.
|
|
Number of Shares
|
|
|
Weighted-average Exercise Price
|
|
|
Remaining Contractual Term (years)
|
|
|
Aggregate Intrinsic Value
|
|
Outstanding at October 31, 2015
|
|
|
1,008,114
|
|
|
$
|
0.75
|
|
|
|
3.78
|
|
|
$
|
–
|
|
Granted
|
|
|
729,370
|
|
|
$
|
0.75
|
|
|
|
4.00
|
|
|
$
|
–
|
|
Exercised
|
|
|
–
|
|
|
$
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Expired/Forfeited
|
|
|
–
|
|
|
$
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding and exercisable at
October 31, 2016
|
|
|
1,737,484
|
|
|
$
|
0.75
|
|
|
|
3.01
|
|
|
$
|
–
|
|
|
|
Number of
Shares
|
|
|
Weighted-average
Exercise Price
|
|
|
Remaining Contractual Term
(years)
|
|
|
Aggregate Intrinsic
Value
|
|
Outstanding at October 31, 2016
|
|
|
1,737,484
|
|
|
$
|
0.75
|
|
|
|
3.01
|
|
|
$
|
–
|
|
Granted
|
|
|
156,400,000
|
|
|
$
|
0.05
|
|
|
|
9.90
|
|
|
$
|
–
|
|
Exercised
|
|
|
–
|
|
|
$
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Expired/Forfeited
|
|
|
–
|
|
|
$
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding at October 31, 2017
|
|
|
158,137,484
|
|
|
$
|
0.05
|
|
|
|
9.02
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at October 31, 2017
|
|
|
155,487,484
|
|
|
$
|
0.05
|
|
|
|
9.02
|
|
|
$
|
–
|
|
In connection with the Sale of ANU assets
on February 5, 2018, and the immediate resignation and termination of the Company’s Chief Operating Officer, the Chief Operating
Officer agreed to forfeit 53,300,000 warrants to purchase shares of the Company’s common stock held at the time of the resignation
and the Company agreed to grant the Chief Operating Officer 7,500,000 shares of newly issued common stock of the Company.
In connection with the Sale of ANU assets
on February 5, 2018, and the immediate resignation and termination of the Company’s Chief Technology Officer, the Chief Technology
Officer agreed to forfeit 23,850,000 warrants to purchase shares of the Company’s common stock held at the time of the resignation
and the Company agreed to grant the Chief Technology Officer 7,500,000 shares of newly issued common stock of the Company.
In connection with the amendment to the
Chief Financial Officer’s employment agreement on April 6, 2018, the terms of the remaining warrants previously granted to
the Chief Financial Officer were modified to provide that in the event of an occurrence of a change in control or termination of
the employment (as defined in the agreement), pursuant to the terms thereof, the exercise price for all outstanding warrants granted
to the Chief Financial officer to purchase common stock of the Company during the term of his employment agreement shall be reduced
to $0.001 per share. The Company will value the modification to the terms of the exercise price for the Chief Financial Officer’s
warrants as of the date of the amendment using the Black-Scholes option pricing model and record the expense upon such time that
the terms associated with the reduction in exercise prices are met (see Note 5).
In connection with the amendment to the
Chief Science Officer’s employment agreement on April 6, 2018, the terms of the remaining warrants previously granted to
the Chief Science Officer were modified to provide that in the event of an occurrence of a change in control or termination of
the employment (as defined in the agreement), pursuant to the terms thereof, the exercise price for all outstanding warrants granted
to the Chief Science Officer to purchase common stock of the Company during the term of her employment agreement shall be reduced
to $0.001 per share. The Company will value the modification to the terms of the exercise price for the Chief Science Officer’s
warrants as of the date of the amendment using the Black-Scholes option pricing model and record the expense upon such time that
the terms associated with the reduction in exercise prices are met (see Note 5).
In connection with the Reorganization Plan,
The CFO and CSO each agreed to exercise on a cashless basis all of their warrants to purchase 53,300,000 and 23,850,000 shares
of common stock of the Company, respectively. Based on the closing price of the Company’s common stock on the Effective Date
of $0.016 per share and the warrant exercise price of $0.001 per share, the CFO and CSO were required to use 4,675,439 and 2,092,105
shares of common stock received from the exercise of the warrants, respectively, to pay for the exercise price for exercising all
of the warrants.
NOTE 14 – COMMITMENTS AND CONTINGENCIES
Employment Agreements
On August 1, 2015, the Company entered
into employment agreements with two employees. Each employment agreement contained the following terms:
|
(a)
|
if net monthly sales generated by the Company are less than $50,000 and net profit margin on the aggregate sales is less than 35%, no base salary is payable;
|
|
|
|
|
(b)
|
if net monthly sales generated by the Company are $50,000 or more but less than $75,000 and net profit margin on the aggregate sales is less than 35%, the base salary shall be $6,000;
|
|
|
|
|
(b)
|
if net monthly sales generated by the Company are $75,000 or more but less than $100,000 and net profit margin on the aggregate sales is less than 35%, the base salary shall be $9,000; and
|
|
|
|
|
(d)
|
if net monthly sales generated by the Company are $100,000 or more and net profit margin on the aggregate sales is less than 35%, the base salary shall be $15,000.
|
In addition, the Company agreed to issue
each employee 225,000 restricted shares of common stock of the Company upon achieving certain milestones.
On November 17, 2015, the Company executed
a Termination Agreement and Mutual Release in connection with both of the above-mentioned employment agreements. The parties released
each other from any claims or liabilities one to the other, and the employment agreements between the Company and each of the employees
were terminated in their entirety. The Company was not required to issue any of the shares of common stock provided for in the
agreements or make any settlement payments in connection with the terminations.
Executive Employment Agreements
Effective November 4, 2016, the Company
entered into executive employment agreements with Albert Mitrani, the CEO; the CEO’s wife Maria Mitrani, the Chief Science
Officer (“CSO”); Bruce Werber, the Chief Operating Officer (“COO”); and Ian Bothwell, the Chief Financial
Officer (“CFO”). On March 8, 2017, the Company entered into an executive employment agreement with Terrell Suddarth,
the Chief Technology Officer (“CTO”), and amended the CSO’s, the COO’s and CFO’s executive employment
agreements. On April 6, 2018, the Company amended the CFO’s and CSO’s executive employment agreements (collectively
the CEO, CSO, COO, CFO’s and CTO’s executive employment agreements, as amended, are referred to as the “Executive
Agreements”). The terms provided for in the each of the Executive Agreements are summarized below:
CEO
Mr. Mitrani shall serve as the Company’s
CEO and Chairman of the Board of Directors of the Company. The employment term shall be for five years, unless terminated earlier
pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions,
for successive periods of five years, unless either party provides written notice of its intention not to extend the term at least
90 days prior to the applicable renewal date. The CEO’s base annual salary is $360,000, which shall accrue commencing October
1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing.
The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the
base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the CEO a
$100,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. In addition,
the agreement provided for the settlement of unpaid expenses and prior salary of approximately $120,000 to be paid upon the earliest
reasonably practicable time that there is sufficient working capital as determined by the Board. The agreement also contains terms
regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan, if any, fringe benefits
and perquisites consistent with the practices of the Company (including health and dental insurance, an automobile expense allowance
of $2,500 per month plus all expenses related to the maintenance, repair and operation of such automobile, reimbursement for all
reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the CEO in accordance with the Company's
expense reimbursement policies and procedures and a personal life insurance policy of up to $2,000,000. The Company may terminate
the agreement at any time with or without “Cause” and the CEO may resign at any time with or without “Good Reason”
(as defined in the agreement). The nature of the obligations owing to the CEO upon termination is more fully described in the agreement.
See discussion below regarding the termination
of the agreement and execution of a new employment agreement with the CEO on April 13, 2018.
COO
Mr. Werber shall serve as the Company’s
COO and member of the Board of Directors of the Company. The employment term shall be for three years, unless terminated earlier
pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions,
for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least
90 days prior to the applicable renewal date. The COO’s base annual salary is $360,000, which shall accrue commencing October
1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing.
The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the
base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the COO a
$35,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. The agreement
also contains terms regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan,
if any, fringe benefits and perquisites consistent with the practices of the Company (including health and dental insurance, an
automobile expense allowance of $650 per month, reimbursement for all reasonable and necessary out-of-pocket business, entertainment
and travel expenses incurred by the COO in accordance with the Company's expense reimbursement policies. The Company may terminate
the agreement at any time with or without “Cause” and the COO may resign at any time with or without “Good Reason”
(as defined in the agreement). The nature of the obligations owing to the COO upon termination is more fully described in the agreement.
In connection with the execution of the agreement, the Company granted the COO a warrant to purchase, on a cashless basis, up to
31,800,000 shares of common stock of the Company for $0.06 per share, the closing price of the Company’s common stock on
the effective date, fully vested at the time of the grant and exercisable until the 10th anniversary of the date of issuance (see
Note 13).
See discussion below regarding the termination
of the agreement with the COO on February 5, 2018.
CFO
Mr. Bothwell shall serve as the Company’s
CFO and member of the Board of Directors of the Company. The employment term shall be for three years, unless terminated earlier
pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions,
for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least
90 days prior to the applicable renewal date. The CFO’s base annual salary is $360,000, which shall accrue commencing October
1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing.
The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the
base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the CFO a
$35,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. The agreement
also contains terms regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan,
if any, fringe benefits and perquisites consistent with the practices of the Company (including health and dental insurance, an
automobile expense allowance of $650 per month, reimbursement of office related expenses up to $2,500 per month, reimbursement
for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the CFO in accordance with
the Company's expense reimbursement policies. The Company may terminate the agreement at any time with or without “Cause”
and the CFO may resign at any time with or without “Good Reason” (as defined in the agreement). The nature of the obligations
owing to the CFO upon termination is more fully described in the agreement. In connection with the execution of the agreement,
the Company granted the CFO a warrant to purchase, on a cashless basis, up to 31,800,000 shares of common stock of the Company
for $0.06 per share, the closing price of the Company’s common stock on the effective date, exercisable in accordance with
the vesting schedule as described in the agreement until the 10th anniversary of the date of issuance (see Note 13).
On April 6, 2018, the Company amended the
CFO’s employment agreement, which provided among other things, that in the event of an occurrence of a change in control
or termination of the employment (as defined in agreement) pursuant to the terms thereof, the exercise price for all outstanding
warrants granted to the CFO to purchase common stock of the Company during the term of the agreement shall be reduced to $0.001
per share. In addition, Mr. Bothwell’s employment agreement was amended to increase the initial term and the automatic renewal
term provided for in the employment agreement from three years to five years, increased the amount of automobile expense allowance
and removed the cap for the reimbursement of office related expenses.
See discussion below regarding the termination
of the agreement and execution of a new employment agreement with the CFO on April 13, 2018.
CSO
Dr. Maria Ines Mitrani shall serve as the
Company’s CSO and member of the Board of Directors of the Company. The employment term shall be for five years, unless terminated
earlier pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions,
for successive periods of five years, unless either party provides written notice of its intention not to extend the term at least
90 days prior to the applicable renewal date. The CSO’s base annual salary is $250,000 (subsequently amended to $300,000
on March 8, 2017), which shall accrue commencing October 1, 2016 and shall be payable upon the Company generating sufficient net
revenue or obtaining sufficient third party financing. The base salary shall be reviewed at least annually by the Board and the
Board may, but shall not be required to, increase the base salary during the employment term. In connection with the execution
of the agreement, the Company agreed to pay the CSO a $50,000 signing bonus which shall be accrued and paid by the Company upon
the Company having sufficient cash flow. In addition, the agreement provided for the settlement of unpaid expenses and prior consulting
fees owed to MariLuna LLC, an entity owned by the CSO, of approximately $84,000 to be paid upon the earliest reasonably practicable
time that there is sufficient working capital as determined by the Board. The agreement also contains terms regarding eligibility
for future annual bonuses, annual equity awards under the Company’s equity plan, if any, fringe benefits and perquisites
consistent with the practices of the Company (including health and dental insurance, an automobile expense allowance of $1,000
per month plus all expenses related to the maintenance, repair and operation of such automobile and reimbursement for all reasonable
and necessary out-of-pocket business, entertainment and travel expenses incurred by the CSO in accordance with the Company's expense
reimbursement policies and procedures. The Company may terminate the agreement at any time with or without “Cause”
and the CSO may resign at any time with or without “Good Reason” (as defined in the agreement). The nature of the obligations
owing to the CSO upon termination is more fully described in the agreement. In connection with the execution of the agreement,
the Company granted the CSO a warrant to purchase, on a cashless basis, up to 10,000,000 shares of common stock of the Company
for $0.06 per share, the closing price of the Company’s common stock on the effective date, fully vested at the time of the
grant and exercisable until the 10th anniversary of the date of issuance (see Note 13).
On April 6, 2018, the Company amended the
CSO’s employment agreement, which provided among other things, that in the event of an occurrence of a change in control
or termination of the employment (as defined in agreement) pursuant to the terms thereof, the exercise price for all outstanding
warrants granted to the CSO to purchase common stock of the Company during the term of the agreement shall be reduced to $0.001
per share.
See discussion below regarding the termination
of the agreement and execution of a new employment agreement with the CSO on April 13, 2018.
CTO
Mr. Suddarth shall serve as the Company’s
CTO and member of the Board of Directors of the Company. The employment term shall be for three years, unless terminated earlier
pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions,
for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least
90 days prior to the applicable renewal date. The CTO’s base annual salary is $300,000, which shall accrue commencing October
1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing.
The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the
base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the CTO a
$35,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. The agreement
also contains terms regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan,
if any, fringe benefits and perquisites consistent with the practices of the Company (including health and dental insurance, an
automobile expense allowance of $650 per month, and reimbursement for all reasonable and necessary out-of-pocket business, entertainment
and travel expenses incurred by the CTO in accordance with the Company's expense reimbursement policies. The Company may terminate
the agreement at any time with or without “Cause” and the CTO may resign at any time with or without “Good Reason”
(as defined in the agreement). The nature of the obligations owing to the CTO upon termination is more fully described in the agreement.
In connection with the execution of the agreement, the Company granted the CTO a warrant to purchase, on a cashless basis, up to
23,850,000 shares of common stock of the Company for $0.02 per share, the closing price of the Company’s common stock on
the effective date, exercisable in accordance with the vesting schedule as described in the agreement until the 10th anniversary
of the date of issuance (see Note 13).
See discussion below regarding the termination
of the agreement with the CTO on February 5, 2018.
Termination Of Executive Employment
Agreements
In connection with Sale (see Note 4), Werber
and Suddarth each entered into a Separation and General Release Agreement with the Company effective upon the closing of the Sale
which provided for the immediate resignation of Werber and Suddarth of all their respective executive and Board of Director positions
held with the Company and/or any of the Company’s subsidiaries, and the termination and settlement of all obligations of
each party to the other pursuant to the respective employment agreements, including the release of all rights the Company may have
held in any intellectual property of Werber and Suddarth and any non-compete restrictions on Werber and Suddarth. In connection
with such releases, Werber and Suddarth each agreed to forfeit all warrants previously granted and outstanding (a total of 77,150,000
warrants to purchase shares of common stock of the Company), forfeit any and all accrued and unpaid amounts owing under the employment
agreements for past due wages, benefits, severance obligations, unreimbursed expenses and any other obligations owing to one another
as of the date of the Sale in exchange for a grant of 7,500,000 shares of restricted common stock of the Company to each of Werber
and Suddarth (the grant date fair value of the newly issued shares issued to each of Werber and Suddarth was $82,500).
Effective April 13, 2018, in connection
with Reorganization Plan described in Note 5, Manuel Iglesias replaced Albert Mitrani as the Chief Executive Officer of the
Company, Ian Bothwell resigned from the Board of Directors of the Company and Maria Mitrani resigned from the Board of Directors
of the Company. In addition, effective April 13, 2018, Albert Mitrani, Ian Bothwell, and Maria Mitrani, each agreed to terminate
their respective executive employment agreements, dated November 4, 2016, as amended, in favor of new employment agreements (“New
Executive Employment Agreements”) under the terms described below. In addition, in connection with the termination of the
aforementioned agreements, Albert Mitrani, Ian Bothwell and Maria Mitrani each agreed to release the Company for all amounts owing
to them for unpaid salaries through the Effective Date and advances and/or expenses incurred prior to December 31, 2017.
New Executive Employment Agreements
On April 23, 2018, the Company entered
into new employment agreements, effective as of April 13, 2018 (“New Executive Employment Agreements”), with each of
Albert Mitrani, Ian Bothwell and Maria Mitrani (each, an “Executive”).
Pursuant to the Albert Mitrani’s
New Executive Employment Agreement, Mr. Mitrani shall serve as the Company’s President. Mr. Mitrani’s base annual salary
is $162,500, which shall accrue commencing Effective Date and shall be payable in equal semi-monthly installments, commencing May
1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required
to, increase the base salary during the Employment Term.
Pursuant to Ian Bothwell’s New Employment
Agreement, Mr. Bothwell shall continue to serve as the Company’s Chief Financial Officer. Mr. Bothwell’s base annual
salary is $162,500, which shall accrue commencing Effective Date and shall be payable in equal semi-monthly installments, commencing
May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required
to, increase the base salary during the Employment Term.
Pursuant to Maria Mitrani’s New Employment
Agreement, Dr. Mitrani shall continue serving as the Company’s Chief Science Officer. Dr. Mitrani’s base annual salary
is $162,500, which shall accrue commencing Effective Date and shall be payable in equal semi-monthly installments, commencing May
1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required
to, increase the base salary during the Employment Term.
Term
The term of each New Employment Agreement
commences as of the Effective Date and continues until December 31, 2020 (Mr. Bothwell) or December 31, 2023 (Mr. Mitrani and Ms.
Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the New Employment Agreement;
provided
that
on such expiration of the Initial Term, and each annual anniversary thereafter (such date and each annual anniversary
thereof, a “Renewal Date”), the agreement shall be deemed to be automatically extended, upon the same terms and conditions,
for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the
Agreement at least 90 days’ prior to the applicable Renewal Date. The period during which the Executive is employed by the
Company hereunder is hereinafter referred to as the “Employment Term.”
Unpaid Advances
All unpaid advances by the Executive to
the Company prior to January 1, 2018 and all unreimbursed expenses of Executive incurred prior to January 1, 2018 are forgiven
and shall be written off by Executive. The Company shall repay the unpaid advances subsequent to December 31, 2017, and the unreimbursed
expenses incurred subsequent to December 31, 2017, on May 15, 2018.
Fringe Benefits and Perquisites
During the Employment Term, each Executive
shall be entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company
provides similar benefits or perquisites (or both) to similarly situated executives of the Company.
Termination
The Company may terminate the New Employment
Agreement at any time for good cause, as defined in the New Employment Agreement, including, the Executive’s death, disability,
Executive’s willful and international failure or refusal to follow reasonable instructions of the Company’s Board of
Directors, reasonable and material policies, standards and regulations of the Company’s Board of Directors or management.
Leases
Ethan NY
On September 3, 2015, Ethan NY entered
into a five-year lease agreement (“Ethan Lease”) for a store located in New York City, New York. The Ethan Lease commenced
on October 1, 2015. Under the terms of the Ethan Lease, Ethan NY provided an $18,585 security deposit and a former employee of
Ethan NY provided a personal guaranty for a portion of the amounts due under the Ethan Lease.
During June 2016, Ethan NY exited from
its leased premises. Under the terms of the Ethan Lease, minimum monthly lease payments of $9,500 per month were to commence in
December 2015 through October 2020. Ethan NY has not made any of the required minimum monthly lease payments as required including
approximately $66,500 and $104,785 for the seven months ended June 30, 2016 and the eleven months ended October 31, 2016, respectively.
The total amount of minimum lease payments that Ethan NY is obligated to pay pursuant to this 5-year lease is $586,242 (excluding
late fees and interest provided for under the Ethan Lease).
The lease payments pursuant to the Ethan
Lease were as follows:
Year Ended
|
|
Minimum
|
|
October 31,
|
|
Rent
|
|
2016
|
|
$
|
104,785
|
|
2017
|
|
|
117,714
|
|
2018
|
|
|
121,245
|
|
2019
|
|
|
124,882
|
|
2020
|
|
|
117,616
|
|
2021
|
|
|
–
|
|
Total
|
|
$
|
586,242
|
|
All of Ethan NY’s obligations under
the Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations under the Ethan Lease that were guaranteed
by a former employee. Under the terms of the Ethan Lease, the obligations of Ethan NY for future rents are to be mitigated based
on the amount of any future rents that are received for the rental of the leased premises to other tenants during the initial term.
During August 2016, Ethan NY received confirmation that the leased premises had been leased to another tenant. In connection with
the termination of the Ethan Lease, Ethan NY has made several unsuccessful attempts to contact the landlord for the purpose of
obtaining a settlement and release for any amounts that the landlord may claim are owing under the Ethan Lease, if any. Ethan NY
is not aware of any claim pending or threatened in connection with the Ethan Lease. At October 31, 2016 and 2017, Ethan NY has
recorded in liabilities of discontinued operations the amount of rent obligations through June 30, 2016 and a reserve for estimated
losses in connection with termination of the Ethan Lease of $76,000 and $25,905, respectively. In addition,
in
connection with the termination of the Ethan Lease
, Ethan NY recorded in its loss from discontinued operations for the year
ended October 31, 2016 the loss of the $18,585 security deposit made in connection with the execution of the Ethan Lease that is
non-returnable to Ethan NY upon the occurrence of certain defined events prescribed under the Ethan Lease and the impairment loss
of $5,463 associated with the remaining net amounts of furniture & fixtures and leasehold improvements that were remaining
on the books and are not recoverable in connection with the termination of the Ethan Lease and the closing of the store location.
Anu Life Sciences, Inc.
In connection with the Company’s
decision to relocate its existing placental tissue bank processing laboratory in Miami, Florida, on May 23, 2017, our wholly-owned
subsidiary, Anu Life Sciences Inc. a Florida corporation (“ANU”), entered into a five-year lease agreement (“Lab
Lease”) for an approximately 3,500 square foot laboratory and administrative office facility in Sunrise, Florida. The Lab
Lease is effective July 1, 2017 and expires on June 30, 2022, and provided for the ability of ANU to move into the premises
beginning June 20, 2017. In connection with the Lab Lease, ANU provided a $37,275 security deposit of which $18,638 is to be returned
to ANU after the 2
nd
year anniversary of the Lab Lease, provided ANU has been compliant under the terms of the Lab Lease
through that date. The minimum monthly lease payments under the Lab Lease, excluding applicable Florida sales tax and additional
rents as may be required under the terms of the Lab Lease, are approximately $7,900 for the first 24 months and $9,000 per month,
$9,200 per month and $9,400 per month for the third, fourth and fifth years, respectively. Minimum lease payments commenced July
1, 2017. The Company recorded lease expense on a straight-line basis over the life of the lease. The Company recorded lease expense
in connection with the Lab Lease of $34,404 for the year ended October 31, 2017. The minimum lease payments pursuant to Lab Lease
are as follows:
Year Ended
|
|
Minimum
|
|
October 31,
|
|
Rent
|
|
2018
|
|
$
|
95,421
|
|
2019
|
|
|
99,663
|
|
2020
|
|
|
109,049
|
|
2021
|
|
|
111,782
|
|
2022
|
|
|
75,758
|
|
Total
|
|
$
|
491,673
|
|
The minimum lease payments described above
exclude applicable Florida sales tax and additional rents as may be required under the terms of the Lab Lease. In accordance with
the terms of the lease for the Company’s existing laboratory facility, the Company provided its notice of termination and
as of June 20, 2017, completed the relocation of the lab facilities to the Sunrise leased premises.
As described in Note 4, in connection with
the Sale, ANU sold or transferred to Vera its right, title and interest in the Lab Lease (including the associated security deposits)
and all leasehold improvements.
Termination of Contract
On February 23, 2016, the Distribution
Agreement, dated August 11, 2015, between Amnio Technology, LLC (“Amnio Technology”) and the Company’s wholly-owned
subsidiary, BD Source, was terminated by Amnio Technology. Pursuant to the Distribution Agreement, Amnio Technology had engaged
BD Source pursuant to the Distribution Agreement in connection with the marketing, sales and distribution of certain of Amnio Technology's
products. Amnio Technology is engaged in the business of human tissue procurement, processing and distribution to customers and
third party distributors. Amnio Technology terminated the Distribution Agreement due to BD Source's non-payment of the outstanding
balance of $4,815 under the Distribution Agreement. BD Source has since paid such balance and believes that all obligations owed
to Amnio Technology have been satisfied.
Convertible Equity Securities
Conversion of Notes issued in connection
with the SPA
In
connection with the SPA, at any time after the six (6) month anniversary of the closing date and until the Note is no longer outstanding,
any outstanding principal portion of the Note shall be convertible, in whole or in part, into shares of common stock of the Company
at the option of each Purchaser (subject to the conversion limitations set forth in the SPA).
The conversion price in effect
on any conversion date shall be equal to the lower of (i) $0.15, and (ii) 60% of the lowest daily volume weighted average price
in the 20 trading days prior to the conversion Date. Under the terms of the SPA, Bothwell and Werber were not eligible to convert
their portion of the Note until the Agent has been fully repaid.
The Company performed an independent valuation
(using “Monte Carlo Simulation Models”) of the underlying value attributable to the fair value of the embedded derivatives
liabilities associated with the Notes at the issuance date (the Notes contain full ratchet reset provisions and variable market
based conversion derivative features) and determined that the fair value of the derivative liabilities associated with the Note
was $759,569 (the derivative liability will be marked-to-market each quarter with the change in fair value recorded in the income
statement). As of October 31, 2017, the amounts owed under the SPA, including original issue discount and accrued interest was
$536,820.
In connection with the Sale, (see Note
4), the Notes were repaid in full and all contingency conversion rights associated with Notes were no longer outstanding. The Company
will write-off any remaining balance outstanding of the derivative liabilities as of the date of the Sale.
Series A Preferred Stock of Mint Organics
Inc.
As more fully described in Note 15, each
share of the Mint Series A Preferred Stock shall automatically convert into 1.5 shares of Class B Common stock of Mint Organics
upon the earlier of (a) the fifth anniversary of the date such share of Mint Series A Preferred Stock was issued; or (b) Mint Organics’
receipt of the necessary licenses and permits required to operate business operations in the medical cannabis industry. In addition,
commencing on the first anniversary of the issuance date and within the 90-day period thereafter, each holder of the Mint Series
A Preferred Stock shall have the right, but not the obligation, to convert some or all of such holder’s shares of Mint Series
A Preferred Stock (or Class B Common Stock equivalent) into unregistered shares, par value $0.001 per share, of common stock of
Organicell, based on the Stated Value divided by the average trading price of Organicell common stock for the ten trading days
prior the conversion date. Notwithstanding the foregoing, the number of shares of Class B Common Stock issuable upon the conversion
of the outstanding Mint Series A Preferred Stock shall be adjusted to ensure that the outstanding Class B Common Stock represents
45% of the outstanding capital stock of Mint Organics (based on conversion of 300 shares of the Mint Series A Preferred Stock or
pro rata portion thereof).
On April 6, 2018, in connection with Mr.
Taddeo’s resignation, the Company and Mr. Taddeo entered into a Share Purchase and General Release Agreement whereby the
Company agreed to purchase from Mr. Taddeo his 150 shares of Mint Series A Convertible Preferred Stock of Mint Organics for an
aggregate purchase price of $40,000. (see Note 15).
Effective May 14, 2018, the conversion
rights for the holders of the Mint Series A Preferred Stock (or Class B Common Stock equivalent) to convert into unregistered shares,
par value $0.001 per share, of common stock of Organicell had expired.
Private Placement Of Convertible 6%
Debentures
As more fully described in Note 9, the
Company issued the $150,000 Debentures and $100,000 Debentures that are each subject to conversion (the principal and all accrued
but unpaid interest thereon) at the option of the holder at any time, from time to time, commencing 30 trading days after effectiveness
of the Company's pending reverse stock split and continuing up to 5 days prior to maturity and (b) at any time during the period
following receipt of a Repayment Notice and up to 5 days prior to the date of Prepayment Date, into shares of the common stock
of the Company; in the case of the $150,000 Debentures at a conversion price equal to 80% of the VWAP of the common stock of the
Company, or in the case of the $100,000 Debentures, at a conversion price of $0.45 per share.
NOTE 15 – MINT ORGANICS
On February 14, 2017, the Company entered
into a participation agreement with Mr. Peter Taddeo (“Taddeo”) and Mr. Wayne Rohrbaugh (“Rohrbaugh”),
two non-affiliated accredited investors (collectively, the “Investors”) in connection with the Company’s endeavor
to obtain a license to dispense medical cannabis in Florida.
Pursuant to the agreement, Taddeo and Rohrbaugh
each invested $150,000 in the Company and the Company immediately established Mint Organics, Inc. (“Mint Organics”),
a 55%-owned subsidiary of the Company and Mint Organics Florida, Inc. (“Mint Organics Florida”), a wholly owned subsidiary
of Mint Organics, each dedicated to pursue the objectives of the Agreement (collectively Mint Organics and Mint Organics Florida
are referred to as the “Mint Organics Entities”). In connection with the agreement, $150,000 of the proceeds received
from the Investors was obligated to be used to fund the operations of the Mint Organics Entities and the remainder was to be used
for working capital of the Company.
Mint Organics authorized capital consists
of (i) 1,000 shares of Class A voting common stock, par value $0.001 per share (“Class A Common Stock”); (ii) 1,000
shares of Class B Non-voting common stock, par value $0.001 per share (“Class B Common Stock”); and (iii) 1,000 shares
of Preferred Stock, par value $0.001 per share. Organicell owns 550 shares of Class A Common Stock, representing 100% of the outstanding
shares of Class A Common Stock. There are no shares of Class B Common Stock currently outstanding.
Pursuant to the Certificate Of Designation
filed on February 28, 2017 and as amended on March 23, 2017, Mint Organics authorized 300 shares of Series A convertible preferred
stock, par value $0.001 per share and a stated value of $1,000 per share (“Mint Series A Preferred Stock”). The Mint
Series A Preferred Stock is non-voting and non-redeemable. The amount of each share of the Mint Series A Preferred Stock shall
automatically convert into 1.5 shares of Class B Common Stock of Mint Organics upon the earlier of (a) the fifth anniversary of
the date such share of Mint Series A Preferred Stock was issued; or (b) Mint Organics’ receipt of the necessary licenses
and permits required to operate business operations in the medical cannabis industry. In addition, commencing on the first anniversary
of the issuance date and for the 90-day period thereafter, each holder of the Mint Series A Preferred Stock shall have the right,
but not the obligation, to convert some or all of such holder’s shares of Mint Series A Preferred Stock (or Class B Common
Stock equivalent) into unregistered shares, par value $0.001 per share, of common stock of Organicell, based on the stated value
divided by the average trading price of Organicell common stock for the ten trading days prior the conversion date. Notwithstanding
the foregoing, the number of shares of Class B Common Stock issuable upon the conversion of the outstanding Mint Series A Preferred
Stock shall be adjusted to ensure that the outstanding Class B Common Stock represents 45% of the outstanding capital stock of
Mint Organics (based on conversion of 300 shares of the Mint Series A Preferred Stock or pro rata portion thereof).
In connection with the agreement, Mint
Organics issued to each of Taddeo and Rohrbaugh (i) 150 shares of Mint Series A Preferred Stock and (ii) a warrant exercisable
for up to 150,000 shares of Organicell’s common stock for $0.15 per share exercisable from the date of issuance until the
third anniversary of the date of issuance (see Note 13).
In addition, in connection with the agreement,
Taddeo was appointed as the Chief Executive Officer and as a director of the Mint Organics Entities. Rohrbaugh was appointed as
the Chief Operating Officer and as a director of the Mint Organics Entities.
On March 8, 2017, Mint Organics issued
warrants to purchase shares of Class A Common Stock, of Mint Organics, vesting on the date Mint Organics, through one of its subsidiaries,
obtains a license from a state to dispense cannabis until the fifth anniversary thereof to the following executives of Mint Organics:
Name:
|
|
Warrants
|
|
|
Exercise Price:
|
|
Albert Mitrani
|
|
|
79
|
|
|
$
|
0.001
|
|
Ian T. Bothwell
|
|
|
79
|
|
|
$
|
0.001
|
|
Dr. Maria I. Mitrani
|
|
|
79
|
|
|
$
|
0.001
|
|
TOTAL
|
|
|
237
|
|
|
|
|
|
In connection with an independent valuation
using a Black-Scholes option model, the fair value of the warrants issued were determined to be $34,949. As described above, the
vesting of the warrants are contingent upon the completion of future events. The Company has estimated that the warrants will be
fully vested by December 31, 2017. As a result, the Company has recorded amortization expense totaling $27,960 for the period from
date the warrants were issued through October 31, 2017 as additional stock-based compensation.
Taddeo Employment Agreement
Pursuant to an employment agreement entered
into effective May 1, 2017, with Mr. Taddeo (“Taddeo”) and Mint Organics (“Taddeo Employment Agreement”),
Mr. Taddeo shall serve as the Chief Executive Officer of Mint Organics (“Mint CEO”) and a member of the Board of Directors
of Mint Organics (“Mint Board”). The employment term shall be for three years, unless terminated earlier pursuant to
the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions, for successive
periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior
to the applicable renewal date. The Mint CEO’s base annual salary is $180,000 during the period prior to Mint Organics, through
one of its subsidiaries, or by other means, obtains or acquires access for a license from a state to dispense cannabis which shall
accrue commencing as of the effective date and shall be payable upon Mint Organics generating sufficient net revenue or obtaining
sufficient third party financing; and thereafter payable in periodic installments in accordance with Mint Organics customary payroll
practices, but no less frequently than monthly. The Mint CEO’s base salary shall automatically be adjusted to an annual rate
of base salary of $250,000 once the license is obtained. The base salary shall be reviewed at least annually by the Mint Board
and the Mint Board may, but shall not be required to, increase the base salary during the employment term. In connection with the
execution of the agreement, Mint Organics agreed to pay the Mint CEO a $25,000 signing bonus which shall be accrued and paid by
Mint Organics upon Mint Organics having sufficient cash flow. The agreement also contains terms regarding eligibility for future
annual bonuses, annual equity awards under Mint Organics’ equity plan, if any, fringe benefits and perquisites consistent
with the practices Mint Organics (including health and dental insurance, an automobile expense allowance of $1,000 per month, and
reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the Mint CEO
in accordance with Mint Organics’ expense reimbursement policies. Mint Organics may terminate the agreement at any time with
or without “Cause” and the Mint CEO may resign at any time with or without “Good Reason” (as defined in
the agreement). The nature of the obligations owing to the Mint CEO upon termination is more fully described in the agreement.
In connection with the execution of the agreement, the Company granted the Mint CEO 1,000,000 shares of unregistered common stock
of Organicell, which vested on December 31, 2017 (see Note 12).
On April 6, 2018, Peter Taddeo resigned
as a member of the Board of Directors of the Company and as the Chief Executive Officer and member of the board of directors of
the Mint Organics Entities. In connection with Mr. Taddeo’s resignation, Mr. Taddeo entered into a Separation and General
Release Agreement (“Taddeo Separation Agreement”) whereby Mr. Taddeo agreed to release the Mint Organics Entities from
all obligations in connection with the Taddeo Agreement and all other agreements and/or financial obligations between the parties
related to the Taddeo’s employment or services performed with any of Mint Organics Entities. In consideration for Taddeo
entering into the Taddeo Separation Agreement, the Mint Organics Entities paid Taddeo $5,000 and Mr. Bothwell paid $3,000 to Taddeo
for the purchase of the 1,000,000 shares of common stock of the Company that were granted to Taddeo in connection with the Taddeo
Agreement. Contemporaneously with the execution of the Taddeo Separation Agreement, the Company and Mr. Taddeo entered into a Share
Purchase and General Release Agreement whereby the Company agreed to purchase from Mr. Taddeo his 150 shares of Mint Series A Preferred
Stock for an aggregate purchase price of $40,000.
Mint Organics Florida, Inc.
Mint Organics Florida’s authorized
capital structure consists of (1) 10,000 shares of Class A voting common stock (“Class A Common Stock”), par value
$0.001 per share and (ii) 10,000 shares of Class B Non-voting common stock (“Class B Common Stock”), par value $0.001
per share. The Class A Common Stock shall have the sole right and power to vote on all matters on which a vote of shareholders
is to be taken. In all matters, with respect to actions both by vote and by consent, each holder of shares of the Class A Common
Stock shall be entitled to cast one vote in person or by proxy for each share of Class A Common Stock standing in such holder’s
name on the transfer books of the Corporation. The Class B Common Stock shall not be entitled to vote on any matters.
On February 28, 2017, the Board of Mint
Organics Florida issued 2,125 shares of Class A Common Stock, par value $0.001 per share, of Mint Organics Florida to Mint Organics
and determined that the fair consideration for the initial issuance of the Class A Common Stock is $0.001 per share.
Offering:
On March 17, 2017, Mint Organics Florida
initiated an offering to raise up to $1,000,000 in exchange for up to 212.5 shares of Class B Common Stock, representing approximately
10.0% of the outstanding equity of Mint Organics Florida as of the date of the offering. The proceeds of the offering were to be
used for general working capital purposes. On April 6, 2017, Mint Organics received proceeds of $100,000 in connection with the
sale of 21.25 units to an investor in connection with the offering (representing a 1% minority interest in the equity of Mint Organics
Florida).
Agreements:
On February 15, 2017, Mint Organics Florida
entered into a consulting agreement (“Lobby Consulting Agreement”) with a lobbying firm in connection with Mint Organics
Florida’s efforts to obtain a license to dispense medical cannabis in Florida. The initial term of the Lobby Consulting Agreement
was for a minimum period of one year and could automatically renew for additional one-year terms unless either party provided 60
days’ prior written notice of intent to cancel the agreement. Under the terms of the Lobby Consulting Agreement, Mint Organics
Florida is required to pay a monthly fee of $7,500, plus expenses and upon Mint Organics Florida’s receipt of a license to
dispense medical cannabis in Florida, the lobbying firm was entitled to receive a 3% equity interest in Mint Organics Florida through
granting of 63.75 shares of Class B Common Stock of Mint Organics Florida.
As of October 31, 2017, Mint Organics had
not been successful in obtaining the required licenses to operate MMTC’s and had exhausted all of its working capital and
therefore was unable to continue efforts towards development of that business. Effective October 31, 2017, Mint Organics Florida
and the lobbying firm agreed to mutually terminate the Lobby Consulting Agreement whereby Mint Organics Florida agreed to pay all
consulting fees owing under the Lobby Consulting Agreement through October 31, 2017 and issue the lobbying firm the 3% equity interest
in Mint Organics Florida Class B Common Stock, regardless of the contingency terms for such issuance provided for in the Lobby
Consulting Agreement. As of October 31, 2017, Mint Organics Florida had provided the lobbying firm the agreed upon equity interests
and $7,500 of the remaining accrued fees due to the lobbying firm were paid during the quarter ended January 31, 2018.
Non-controlling interests in Mint
Organics and Mint Organics Florida
The Company’s non-controlling interests
in Mint Organics and Mint Organics Florida at October 31, 2017 are determined based on the pro rata equity percentage held by the
non-controlling equity holders of Mint Organics and Mint Organics Florida of 45.0% and 1.0%, respectively, provided however, that
the carrying amount of non-controlling interests shall not be negative. As of October 31, 2017, the non-controlling interests representing
the minority interest’s share of Mint Organics and Mint Organics Florida equity was $52,744.
NOTE 16 – DISCONTINUED OPERATIONS
During September 2015, the Company formed
Ethan NY for the purpose of selling clothing and accessories through a retail store. During June 2016, the Ethan NY operations
were closed and as a result the operations of Ethan NY have been reflected as discontinued operations in the financial statements.
The following summarizes the carrying amounts
of the assets and liabilities of Ethan NY at October 31, 2017 and 2016:
|
|
October 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
–
|
|
|
$
|
–
|
|
Inventories
|
|
|
–
|
|
|
|
–
|
|
Prepaid Expenses
|
|
|
–
|
|
|
|
–
|
|
Security Deposits
|
|
|
–
|
|
|
|
–
|
|
Property, Plant and Equipment, net
|
|
|
–
|
|
|
|
–
|
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
94,835
|
|
|
$
|
94,835
|
|
Accrued Expenses
|
|
|
31,016
|
|
|
|
31,016
|
|
Deferred Rent
|
|
|
–
|
|
|
|
–
|
|
|
|
$
|
125,851
|
|
|
$
|
125,851
|
|
The following summaries Ethan NY’s
revenues and expenses, net and net income of discontinued operations:
|
|
Year Ended October 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
–
|
|
|
$
|
68,598
|
|
|
|
|
|
|
|
|
|
|
Expenses, net
|
|
|
–
|
|
|
|
265,753
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) From Discontinued Operations
|
|
$
|
–
|
|
|
$
|
(197,155
|
)
|
NOTE 17 - SEGMENT INFORMATION
Beginning during the quarter ended July
31, 2017, the Company had two operating segments (providing of anti-aging and cellular therapy patient marketing and product sales
(“Referral and Product Sales”) and the operating of Medical Marijuana Treatment Centers for defined MMTC licensed activities
(“MMTC Activities”). The MMTC Activities have not obtained the required licenses to open and operate MMTC’s and
to date has not generated revenues.
The following are amounts related to the
Referral and Product Sales and the MMTC businesses included in the accompanying consolidated financial statements for the year
ended October 31, 2017. Because the MMTC Activities did not commence until the year ended October 31, 2017, there are no amounts
attributable for that segment during the year ended October 31, 2016:
|
|
Year Ended October 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Referrals and product sales
|
|
$
|
569,845
|
|
|
$
|
184,881
|
|
MMTC Activities
|
|
|
–
|
|
|
|
–
|
|
Total revenues
|
|
$
|
569,845
|
|
|
$
|
184,881
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss):
|
|
|
|
|
|
|
|
|
Referrals and product sales
|
|
$
|
409,219
|
|
|
$
|
90,479
|
|
MMTC Activities
|
|
|
–
|
|
|
|
–
|
|
Gross profit (loss)
|
|
$
|
409,219
|
|
|
$
|
90,479
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations:
|
|
|
|
|
|
|
|
|
Referrals and product sales
|
|
$
|
(8,662,291
|
)
|
|
$
|
(1,056,046
|
)
|
MMTC Activities
|
|
|
(309,841
|
)
|
|
|
–
|
|
Net loss from continuing operations
|
|
$
|
(8,972,132
|
)
|
|
$
|
(1,056,046
|
)
|
|
|
October 31, 2017
|
|
|
October 31, 2016
|
|
Total assets:
|
|
|
|
|
|
|
|
|
Referrals and product sales
|
|
$
|
375,522
|
|
|
$
|
69,898
|
|
MMTC Activities
|
|
|
1,258
|
|
|
|
–
|
|
Total
|
|
$
|
376,780
|
|
|
$
|
69,898
|
|
NOTE 18 – SUBSEQUENT EVENTS
Several subsequent events are disclosed
in Notes 1, 4, 5, 8, 9, 12, 13, and 14. There were no other subsequent events for disclosure purposes.