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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/23 Organicell Regenerative Medi… Inc 10-K 10/31/22 75:9.6M Empire Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.12M
2: EX-10.61 Material Contract HTML 29K
3: EX-10.62 Material Contract HTML 30K
4: EX-10.63 Material Contract HTML 18K
5: EX-23.1 Consent of Expert or Counsel HTML 19K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
13: R1 Cover HTML 81K
14: R2 Consolidated Balance Sheets HTML 131K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 38K
16: R4 Consolidated Statements of Operations HTML 81K
17: R5 Consolidated Changes in Stockholders' Equity HTML 71K
(Deficit)
18: R6 Consolidated Statements of Cash Flows HTML 130K
19: R7 Organization and Description of Business HTML 27K
20: R8 Summary of Significant Accounting Policies HTML 82K
21: R9 Going Concern HTML 31K
22: R10 Restructuring HTML 35K
23: R11 Inventories HTML 26K
24: R12 Property and Equipment HTML 37K
25: R13 Lease Obligations HTML 55K
26: R14 Related Party Transactions HTML 43K
27: R15 Accounts Payable and Accrued Expenses HTML 30K
28: R16 Notes Payable HTML 56K
29: R17 Income Taxes HTML 63K
30: R18 Capital Stock HTML 179K
31: R19 Warrants HTML 105K
32: R20 Commitments and Contingencies HTML 91K
33: R21 Liabilities Attributable to Discontinued HTML 30K
Operations
34: R22 Segment Information HTML 27K
35: R23 401(K) Plan HTML 22K
36: R24 Subsequent Events HTML 22K
37: R25 Summary of Significant Accounting Policies HTML 128K
(Policies)
38: R26 Inventories (Tables) HTML 26K
39: R27 Property and Equipment (Tables) HTML 34K
40: R28 Lease Obligations (Tables) HTML 35K
41: R29 Accounts Payable and Accrued Expenses (Tables) HTML 30K
42: R30 Income Taxes (Tables) HTML 56K
43: R31 Capital Stock (Tables) HTML 45K
44: R32 Warrants (Tables) HTML 54K
45: R33 Liabilities Attributable to Discontinued HTML 31K
Operations (Tables)
46: R34 Summary of Significant Accounting Policies HTML 92K
(Details Narrative)
47: R35 Going Concern (Details Narrative) HTML 36K
48: R36 Restructuring (Details Narrative) HTML 46K
49: R37 Inventories (Details) HTML 27K
50: R38 Property and Equipment (Details) HTML 42K
51: R39 Property and Equipment (Details Narrative) HTML 24K
52: R40 Lease Obligations (Details) HTML 38K
53: R41 Lease Obligations (Details 1) HTML 32K
54: R42 Lease Obligations (Details Narrative) HTML 70K
55: R43 Related Party Transactions (Details Narrative) HTML 100K
56: R44 Accounts Payable and Accrued Expenses (Details) HTML 37K
57: R45 Notes Payable (Details Narrative) HTML 136K
58: R46 Income Taxes (Details) HTML 45K
59: R47 Income Taxes (Details 1) HTML 39K
60: R48 Income Taxes (Details 2) HTML 44K
61: R49 Income Taxes (Details Narrative) HTML 31K
62: R50 Capital Stock (Details) HTML 35K
63: R51 Capital Stock (Details 1) HTML 36K
64: R52 Capital Stock (Details Narrative) HTML 653K
65: R53 Warrants (Details) HTML 64K
66: R54 Warrants (Details Narrative) HTML 97K
67: R55 Commitments and Contingencies (Details Narrative) HTML 112K
68: R56 Liabilities Attributable to Discontinued HTML 34K
Operations (Details)
69: R57 Segment Information (Details Narrative) HTML 22K
70: R58 401(K) Plan (Details Narrative) HTML 20K
73: XML IDEA XML File -- Filing Summary XML 129K
71: XML XBRL Instance -- organicell_10k_htm XML 1.58M
72: EXCEL IDEA Workbook of Financial Reports XLSX 206K
9: EX-101.CAL XBRL Calculations -- ocel-20221031_cal XML 195K
10: EX-101.DEF XBRL Definitions -- ocel-20221031_def XML 628K
11: EX-101.LAB XBRL Labels -- ocel-20221031_lab XML 1.08M
12: EX-101.PRE XBRL Presentations -- ocel-20221031_pre XML 898K
8: EX-101.SCH XBRL Schema -- ocel-20221031 XSD 202K
74: JSON XBRL Instance as JSON Data -- MetaLinks 414± 590K
75: ZIP XBRL Zipped Folder -- 0001829126-23-001524-xbrl Zip 494K
Exhibit 10.62
ORGANICELL REGENERATIVE MEDICINE, INC.
3321
COLLEGE AVE, SUITE 246
DAVIE, FL 33314
Mr. Albert Mitrani
____________
____________
Re: February 2023 Amendment to August 2022 Amendment and Employment Agreement (“February 2023 Amendment”)
Dear Albert:
Reference is made to that certain amendment agreement dated August 19, 2022 (“August 2022 Amendment”) to the Amended and Restated Executive Employment Agreement dated June 29, 2020 (the “Employment Agreement”), by and between Organicell Regenerative Medicine, Inc., a Nevada corporation (the “Company”) and Albert Mitrani (“Executive”). In connection with the capital and management restructuring of the Company, the Company and Executive agree to further amend the August 2022 Amendment and the Employment Agreement, effective as of the date of the last to sign (“Effective Date”), as follows:
Section 3(a) of the Employment Agreement shall be amended and replaced in its entirety as follows:
(a) Base Salary. The Executive’s annual base salary shall be three hundred thousand dollars ($300,000), retroactive to January 1, 2019 (together with any subsequent increases thereto as hereinafter provided, the “Base Salary”).
Notwithstanding the above, the Executive’s Base Salary shall be reduced from Three Hundred Thousand and 00/100 Dollars ($300,000.00) per year to One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) per year (“Reduced Salary”) effective the pay period December 15, 2022 through such time that net revenues from operations is breakeven when calculating the Executive’s salary and the salaries of others agreeing to a salary reduction without the agreed upon reductions (“Salary Reduction Period”). Said Executive further waives the right to receive all accrued but unpaid compensation as of July 31, 2022. There is no obligation of the Company to repay that portion of Base Salary that has been reduced during the Salary Reduction Period.
Section 4 (c)(ii) of the Employment Agreement (Termination by Company for Cause) shall be amended and replaced in its entirety as follows: in carrying out his duties hereunder, the executive commits gross negligence or intentional misconduct resulting in material harm to the Company, commits theft, embezzlement or conversion of Company assets, or willfully disparages the Company, its board members, shareholders, employees, investors or advisors;… This revision of the Agreement is effective as to any acts or omissions which occur after the effective date of this February 2023 Amendment only.
C:
Page C: 1 of 3
Section 5 of the Employment Agreement (Compensation Upon Termination) shall be amended and replaced in its entirety as follows:
| 5. | Compensation Upon Termination: |
(a) If the Executive’s employment with the Company is terminated for Cause pursuant to Section 4(c), the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any earned but unpaid salary (consisting of Base Salary and/or Reduced Salary as the case may be) as of the Termination Date; and (ii) unpaid expense reimbursements as of the Termination Date only.
(b) Upon termination of Executive except for Cause, Executive shall be entitled to severance equal to one month’s Base Salary times the number of years of service with the Company, with it being expressly acknowledged and agreed that Executive’s service with the Company has been uninterrupted since the Executive began serving the Company on June 4, 2015.
The Company and Executive agree that except as amended or modified hereby, the Employment Agreement and the August 2022 Amendment are valid, ratified, approved and confirmed and remain in full force and effect.
Promptly following the Effective Date of this February 2023 Amendment, the Company agrees to reimburse Executive for any properly documented unpaid contracted expenses (benefits pursuant to Employment Agreement) and authorized unpaid business expenses.
In addition to the above amendments to the Employment Agreement and August 22 Amendment, the Parties have also agreed to the following:
| 1. | Reimbursement Of Expenses. Executive shall be obligated to repay $84,277.86 of past reimbursements paid by the Company as of October 31, 2022 in error. The terms of the repayment shall be a pro rata monthly payment beginning with that pay period immediately after the Salary Reduction Period. |
| 2. | Release of Company and Advisors/Investors by Executive. Executive, and each and every one of its affiliates, respective predecessors, successors and assigns, hereby releases, acquits and forever discharges Company and its Advisors/Investors, including but not limited to Robert Smoley and Harvey Birdman, along with their families and any entities owned by or associated with them, from and with respect to any and all claims, complaints, grievances, demands, debts, contracts, agreements, invoices, liabilities, obligations, suits, costs, expenses, rights, actions, and causes of action, of whatever nature, character or description, whether known or unknown, related to the employment of Executive. This release shall not be construed or otherwise deemed as a release of any rights to enforce this Agreement. |
Page 2 of 3
| 3. | General Release of Executive by Company and Advisors/Investors. It is hereby acknowledged that this is a general release. In consideration of the agreements herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and each and every one of its officers, directors, respective predecessors, successors and assigns, and its Advisors/Investors, including but not limited to Robert Smoley and Harvey Birdman, along with their families and any entities owned by or associated with them, hereby releases, acquits and forever discharges Executive from and with respect to any and all claims, complaints, grievances, demands, debts, contracts, agreements, invoices, liabilities, obligations, suits, costs, expenses, rights, actions, and causes of action, of whatever nature, character or description, whether known or unknown, suspected or unsuspected, which the Company now has, may have or has ever had against the Executive by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up to the date of the execution hereof. This release shall not be construed or otherwise deemed as a release of any rights to enforce this Agreement, and shall be executed by the Interim CEO of the Company who has full authority to sign this Agreement on behalf of both the Company and the Advisors/Investors. |
| 4. | Indemnification. Executive shall indemnify, hold harmless, and defend Company from and against any damage, claim, liability, deficiency, loss, cost or expense (including reasonable attorneys’ fees (“Damages”) resulting from any obligation undertaken or agreement entered into by Executive which binds the Company that has not been disclosed by Executive as of the Effective Date. |
If the foregoing correctly set forth our agreement, please countersign this letter agreement below.
Very truly yours,
| ORGANICELL REGENERATIVE MEDICINE, INC. | ||
| By: | /s/ Ian Bothwell | |
Ian Bothwell, Interim Chief Executive Officer on behalf of the Company and the Advisors/Investors. |
||
| ACCEPTED AND AGREED TO THIS 9th DAY OF FEBRUARY, 2023 | ||
| /s/ Albert Mitrani | ||
| Albert Mitrani | ||
Page 3 of 3
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/14/23 | |||
| 2/9/23 | ||||
| 12/15/22 | ||||
| For Period end: | 10/31/22 | 4, 4/A, NT 10-K | ||
| 8/19/22 | 3, 4, 8-K | |||
| 7/31/22 | 10-Q | |||
| 6/29/20 | ||||
| 1/1/19 | ||||
| 6/4/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/29/24 Organicell Regenerative Medi… Inc 10-K 10/31/23 73:7.7M Empire Filings/FA |