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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 27, 2023
ORGANICELL REGENERATIVE MEDICINE, INC. |
(Exact
name of registrant as specified in charter) |
Nevada |
|
000-55008 |
|
47-4180540 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3321 College Avenue, Suite 246 Davie, FL |
|
33314 |
(Address of Principal
Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (888) 963-7881
|
(Former name or former
address, if changed since last report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any of
the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As
used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “the Company,” “Organicell,”
“we,” “us” and “our” refer to Organicell Regenerative Medicine, Inc. and its
subsidiaries..
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated into this item by reference.
Item
8.01 Other Matters.
Reverse
Stock Split
On
November 27, 2023, we issued a press release announcing that at the opening of trading on November 28, 2023, Organicell will effect a
reverse split of our common stock at a ratio of 1:200.
A
copy of the press release is filed as Exhibit 99.1 to this report.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 27,
2023 |
ORGANICELL
REGENERATIVE MEDICINE, INC. |
|
|
|
|
By: |
/s/
Harry Leider |
|
|
Harry
Leider, M.D.
Chief
Executive Officer |
Exhibit 3.1
Exhibit 99.1
Organicell Announces
1-for-200 Reverse Stock Split
Fort
Lauderdale, Florida – November 27, 2023 – Organicell Regenerative Medicine Inc, (OTCQB: OCEL) (“Organicell” or
the “Company”), today announced that it is implementing a 1-for-200 Reverse Split of the Company’s common stock (the
“Reverse Split”) effective as of the close of business on November 27, 2023. As a result, every 200 pre-Reverse Split shares
of common stock outstanding will automatically combine into one new share of post-Reverse Split common stock without any action on the
part of the holders.
Harry
Leider, CEO of Organicell, commented, “We are very excited to have taken this positive step to reduce the number of outstanding
shares of Organicell common stock. We anticipate this strategy will help improve the marketability and liquidity of our common stock,
maximize valuation, and make the Company more attractive to potential investors of all sizes, particularly institutional and international
investors, and ultimately positioning the Company for a potential up listing to a more senior stock exchange in the future”. Mr.
Leider also commented, “many investors look upon low-priced stocks as unduly speculative in nature and, as a matter of policy,
avoid investment in such securities and a variety of brokerage house policies and practices tend to discourage individual brokers within
those firms from dealing in low-priced stocks.”
The
Company’s common stock will begin trading on a post-Reverse Split basis at the opening of trading on Tuesday, November 28, 2023.
In connection therewith, the Company’s ticker symbol will be OCELD for twenty (20) trading days to designate that it is trading
on a post-Reverse Split basis. In addition, our post-Reverse Split common stock will trade under the new CUSIP Number 68621D206.
Following
the Reverse Split, the number of shares of the Company’s issued and outstanding common stock will have been reduced from 1,223,935,500
to approximately 6,119,678. The Reverse Split will also apply to shares of common stock issuable upon the conversion of outstanding convertible
debt, warrants and stock options. No fractional shares of common stock will be issued as a result of the reverse stock split. Instead,
the Company will issue one whole share of the post-reverse stock split common stock to any stockholder who otherwise would have received
a fractional share as a result of the reverse stock split. The number of authorized common stock shall remain unaffected and the par
value shall remain at $0.001 per share.
There
is not a requirement that stockholders obtain new or replacement share certificates. Each of the holders of record of shares of the Company’s
common stock that is outstanding on the effective date of the reverse stock split may contact the Company’s transfer agent to exchange
the certificates for new certificates representing the number of whole shares of post-reverse stock split common stock into which the
existing shares of common stock have been converted as a result of the reverse stock split.
Upon
the completion of the reverse stock split, the Company will have additional shares of common stock available for issuance. Although the
Company may use the additional authorized shares of common stock in the future to raise additional capital, it has no specific plans,
arrangements, or understandings to do so beyond making shares available for issuance pursuant to the conversion of outstanding convertible
debt and the exercise of outstanding options and warrants, if applicable.
The
Company expects that shareholders holding OCEL shares at registered brokerage firms or at the transfer agent will have the Reverse Split
transaction processed automatically in their accounts over the next few days. Shareholders holding physical stock certificates may request
new certificates evidencing their post-Reverse Split shares by contacting the Company’s transfer agent, Securities Transfer Corporation,
2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093, www.stctransfer.com or (469) 633-0101.
About
Organicell Regenerative Medicines, Inc.
Organicell
Regenerative Medicine, Inc. (OTCQB: OCEL) is a clinical-stage biopharmaceutical company principally focusing on the development of innovative
biological therapeutics for the treatment of chronic diseases and the provision of related services. The Company’s proprietary
products are derived from perinatal sources and are manufactured to retain the naturally occurring bioactive exosomes, hyaluronic acid,
and proteins without the addition or combination of any other substance or diluent. To learn more, please visit https://organicell.com/
Forward-Looking
Statements
Certain
statements contained in this press release, including those regarding the impact of the Reverse Split on our common stock should be considered
forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are often identified by the use of forward-looking terminology such as “will,”
“believes,” “expects,” “potential,” or similar expressions, involving known and unknown risks and
uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they
do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. No assurances can be given that the
market price for our common stock will increase in the same proportion as the Reverse Split or, if increased, that such price will be
maintained. In addition, no assurances can be given that the Reverse Split will increase the price of our common stock to a level that
is attractive to brokerage houses and institutional investors. We remind you that actual results could vary dramatically as a result
of known and unknown risks and uncertainties, including but not limited to: potential issues related to our financial condition, competition,
the ability to retain key personnel, product safety, efficacy and acceptance, the commercial success of any new products or technologies,
success of clinical programs, ability to retain key customers, our inability to expand sales and distribution channels, legislation or
regulations affecting our operations including product pricing, reimbursement or access, the ability to protect our patents and other
intellectual property both domestically and internationally, and other known and unknown risks and uncertainties, including the risk
factors discussed in the Company’s periodic reports that are filed with the SEC and available on the SEC’s website (http://www.sec.gov).
You are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Specific information included
in this press release may change over time and may or may not be accurate after the date of the release. Organicell has no intention
and specifically disclaims any duty to update the information in this press release.
Investor
Relations and Media Relations Contact
Organicell
Investor Relations
Jacqueline
Domenech
1-888-963-7881
IR@organicell.com
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