UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14C
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
☐ |
Preliminary
Information Statement |
|
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☐ |
Confidential,
for use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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☒ |
Definitive
Information Statement |
ORGANICELL
REGENERATIVE MEDICINE, INC.
(Name
of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
☐ |
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
|
(1) |
Title
of each class of securities to which transaction applies: |
|
(2) |
Aggregate
number of securities to which transaction applies: |
|
(3) |
Per
unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
(4) |
Proposed
maximum aggregate value of transaction: |
☐ |
Fee
paid previously with Preliminary materials. |
☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing fee for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
(1) |
Amount
Previously Paid: |
|
(2) |
Form,
Schedule or Registration Statement No. |
ORGANICELL
REGENERATIVE MEDICINE, INC.
3321
College Avenue, Suite 246
Davie
FL 33314
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Stockholders:
The
purpose of this letter is to inform you that on December 8, 2023, the holders of a majority of the voting rights of Organicell Regenerative
Medicine, Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”),
represented by the Company’s issued and outstanding shares of Series C Non-Convertible Preferred Stock (the “Majority
Voting Stockholders”), pursuant to a written consent in lieu of a meeting of stockholders in accordance with the Nevada General
Corporation Law (“NGCL”) approved and authorized an amendment to the Company’s Articles of Incorporation
to change the name of the Company from Organicell Regenerative Medicine, Inc. to “Zeo ScientifiX, Inc.” (the “Name
Change”).
The
name change will become effective upon the filing of an amendment to our Articles of Incorporation with the Secretary of State of the
State of Nevada as described in the accompanying Information Statement, which will not be less than twenty (20) days after the mailing
of this Notice and the accompanying Information Statement to stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The
accompanying Information Statement, which describes the above corporate action in more detail, is being furnished to our stockholders
for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations prescribed thereunder and notice of the action by written consent in lieu of a meeting
of the Majority Voting Stockholders pursuant to the NGCL. Pursuant to Rule 14c-2 under the Exchange Act, this corporate action will
not be effective until at least twenty (20) calendar days after the mailing of the Information Statement to our stockholders.
I
encourage you to read the enclosed Information Statement, which is being provided to all of our stockholders. It describes the corporate
action taken in detail.
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Sincerely, |
|
|
|
/s/
Harry Leider, M.D. |
|
Harry
Leider, M.D.
Chief
Executive Officer |
Dated:
December 20, 2023
This
Information Statement is dated December 20, 2023 and is first being mailed to stockholders of record of Organicell Regenerative Medicine,
Inc. on or about December 22, 2023.
ORGANICELL
REGENERATIVE MEDICINE, INC.
3321
College Avenue, Suite 246
Davie
FL 33314
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
NO
VOTE OR ACTION OF THE COMPANY’S STOCKHOLDERS
IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
We
are distributing this Information Statement to stockholders of Organicell Regenerative Medicine, Inc. (“we,” “us.”
“our” or the “Company”) in full satisfaction of any notice requirements we may have under the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”) and the Nevada General Corporation Law (“NGCL”).
No additional action will be undertaken by us with respect to the receipt of written consents, and no dissenters’ or appraisal
rights under the NGCL are afforded to our stockholders as a result of the corporate action described in this Information Statement. The
record date for determining the stockholders entitled to receive this Information Statement has been established as of the close of business
on December 11, 2023 (the “Record Date”).
OUTSTANDING
COMMON STOCK
As
of the Record Date, we had issued and outstanding 6,125,482 shares of common stock, par value $0.001 per share, such shares constituting
all of the Company’s issued and outstanding common stock.
All
share information set forth in this Information Statement gives effect to a one-for-200 reverse stock split implemented on November 28,
2023.
On
December 8, 2023, the Company’s Board of Directors (the “Board”), by written consent in lieu of a meeting,
unanimously approved and authorized the corporate action described in this Information Statement. In addition, on such date, as permitted
under the NGCL, the holders (the “Majority Voting Stockholders”) of our Series C Non-Convertible Preferred Stock (the
“Series C Preferred Stock”), approved and authorized the corporate action described in this Information Statement
by written consent in lieu of a meeting of stockholders. The Series C Preferred Stock entitles the holders thereof to 51.0% of the voting
rights of the Company on all matters presented to stockholders for a vote, including the matters set forth herein, regardless of the
number of shares of common stock or other voting securities issued and outstanding.
CORPORATE
ACTION
The
corporate action described in this Information Statement will not afford stockholders the opportunity to dissent from the action described
herein or to receive an agreed or judicially appraised value for their shares.
| ● | On
December 8, 2023, the Company’s Board by written consent in lieu of a meeting, unanimously approved and adopted
a resolution to amend the Company’s Articles of Incorporation to change the name of the Company to “Zeo ScientifiX, Inc.”
(the “Name Change”) and referred the proposed name change amendment of the Articles of Incorporation to the Majority
Voting Stockholders for approval; and |
| ● | On December 8, 2023, the
Majority Voting Stockholders by written consent in lieu of a meeting, unanimously approved the Name Change and the related amendment to the Articles of Incorporation. |
We
will pay the expenses of furnishing this Information Statement to our stockholders, including the cost of preparing, assembling and mailing
this Information Statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To
the Company’s knowledge, the following table sets forth information with respect to beneficial ownership of outstanding common
stock as of the Record Date, by:
| ● | each
person known by the Company to beneficially own more than 5% of the outstanding shares of the Company’s common stock; |
| ● | each
of the Company’s executive officers; |
| ● | each
of Company’s directors; and |
| ● | all
of the Company’s executive officers and directors as a group. |
Beneficial
ownership is determined in accordance with Securities and Exchange Commission (“SEC”) rules and includes voting or
investment power with respect to the securities as well as securities which the individual or group has the right to acquire within sixty
(60) days of the original filing of this Information Statement. Unless otherwise indicated, the address for those listed below is c/o
Organicell Regenerative Medicine, Inc., 3321 College Avenue, Suite 246, Davie FL 33314. Except as indicated by footnote, the persons
named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
The number of shares of the common stock outstanding used in calculating the percentage for each listed person includes the shares of
common stock underlying options or convertible securities held by such persons that are exercisable within 60 days of the Record Date,
but excludes shares of common stock underlying options or other convertible securities held by any other person. The number of shares
of common stock outstanding as of the Record Date was 6,125,482. Except as noted otherwise, the amounts reflected below are based upon
information provided to the Company and filings with the SEC.
Officers
and Directors |
|
Title |
|
Shares |
|
|
%
of
Class(1) |
|
|
%
of
Voting Power(2) |
|
Harry
Leider, M.D.(3) |
|
Chief
Executive Officer and Director |
|
|
76,497 |
|
|
|
1.23 |
% |
|
|
* |
|
Ian
Bothwell(4) |
|
Chief
Financial Officer and Director |
|
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927,594 |
|
|
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14.69 |
% |
|
|
7.20 |
% |
Dr.
George Shapiro(5) |
|
Chief
Medical Officer and Director |
|
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418,771 |
|
|
|
6.82 |
% |
|
|
3.34 |
% |
Howard
L. Golub, M.D.(6) |
|
Executive
Vice President and Chief Science Officer |
|
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187,500 |
|
|
|
2.97 |
% |
|
|
1.46 |
% |
Chuck
Bretz(7) |
|
Director
– Chairman |
|
|
5,000 |
|
|
|
* |
|
|
|
* |
|
Jerry
Glauser(8) |
|
Director |
|
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138,333 |
|
|
|
2.26 |
% |
|
|
1.11 |
% |
Leathem
Stearn(9) |
|
Director |
|
|
70,833 |
|
|
|
1.16 |
% |
|
|
* |
|
Gurvinder
Pal Singh(10) |
|
Director |
|
|
5,000 |
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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All
officers and directors as a group (8 persons) |
|
|
|
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1,829,528 |
|
|
|
27.69 |
% |
|
|
13.57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
5% or Greater Stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skycrest
Holdings LLC(11) |
|
|
|
|
1,008,604 |
|
|
|
14.67 |
% |
|
|
32.69 |
% |
Greyt
Ventures LLC(12) |
|
|
|
|
1,000,000 |
|
|
|
14.54 |
% |
|
|
32.63 |
% |
Dr.
Bhupendra Kumar Modi(13) |
|
|
|
|
500,000 |
|
|
|
8.16 |
% |
|
|
4.00 |
% |
(1) |
Based
on 6,125,482 shares of vested common stock outstanding as of the Record Date. |
(2) |
Based
on 6,125,482 shares of vested common stock and 100 Series C Preferred Shares outstanding as of the Record Date. The shares of common
stock and the Series C Preferred Shares vote together as a single class on all matters presented to stockholders, except as required
by Nevada law. Each Series C Preferred Share entitles the holder to 51.0 % of the combined voting power of the Company’s capital
stock and an aggregate of 51.0% for all 100 Series C Preferred Shares outstanding, notwithstanding the number of shares of common
stock outstanding. |
(3) |
Includes
vested warrants to purchase 47,500 shares of common stock of the Company under the Plan and warrants to purchase 23,750 shares of
common stock of the Company under the Plan that vest within sixty (60) days of the date of this Information Statement. |
(4) |
Includes
warrants to purchase 187,500 shares of common stock of the Company. |
(5) |
Includes
warrants to purchase 15,750 shares of common stock of the Company. |
(6) |
Includes
vested warrants to purchase 125,000 shares of common stock of the Company under the Plan and warrants to purchase 62,500 shares of
common stock of the Company under the Plan that vest within sixty (60) days of the date of this Information Statement. |
(7) |
Includes
vested warrants to purchase 5,000 shares of common stock of the Company. |
(8) |
Includes
vested warrants to purchase 5,000 shares of common stock of the Company. |
(9) |
Includes
62,500 shares of common stock held of record by Stearn Enterprises LLC, of which Mr. Stearn is the sole beneficial owner. Includes
vested warrants to purchase 5,000 shares of common stock of the Company. |
(10) |
Includes
vested warrants to purchase 5,000 shares of common stock of the Company. |
(11) |
812
Meridian Lane, Hollywood FL 33020. Represents 258,604 shares of common stock, warrants to purchase 750,000 shares of common stock
and 50 Series C Preferred Shares held of record by Skycrest Holdings, LLC, of which Louis Birdman is the managing member. |
(12) |
20533
Biscayne Blvd., Suite 648, Aventura, FL 33180. Represents 250,000 shares of common stock, warrants to purchase 750,000 shares of
common stock and 50 Series C Preferred Shares held of record by Greyt Ventures LLC, of which Ms. Wendy Grey is the sole member and
manager. |
(13) |
6
Marina Boulevard # 63-18, Singapore 018985. Represents 250,000 shares of common stock held of record by Beyond 100 FZE and 250,000
shares of common stock held of record by Smart Co. Holding Pte. Ltd., each of which Dr. Modi is the sole beneficial
owner. |
FORWARD-LOOKING
STATEMENTS MAY PROVE INACCURATE
This
Information Statement contains forward-looking statements that involve risks and uncertainties. Such statements are based on current
expectations, assumptions, estimates and projections about the Company and its industry. Forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance, achievements and prospects
to be materially different from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to
update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the
future. The Company believes that such statements are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995.
Actual
outcomes are dependent upon many factors. Words such as “anticipates,” “believes,” “estimates,”
“expects,” “hopes” “targets” or similar expressions are intended to identify
forward-looking statements, which speak only as of the date of this Information Statement, and in the case of documents incorporated
by reference, as of the date of those documents. The Company undertakes no obligation to update or release any revisions to any forward-looking
statements or to report any events or circumstances after the date of this Information Statement or to reflect the occurrence of unanticipated
events, except as required by law.
DESCRIPTION
OF CORPORATE ACTION
AMENDMENT
TO THE COMPANY’S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
On
December 8, 2023, the Board and the Majority Stockholders approved resolutions authorizing the Company to amend the Articles of Incorporation
to change the name of the Company from Organicell Regenerative Medicine, Inc. to “Zeo ScientifiX, Inc.” As amended, Article
I of the Articles of Incorporation will read as follows:
ARTICLE
I. The name of the Company is Zeo ScientifiX, Inc.
Purpose
of the Name Change
The
purpose of the amendment to our Articles of Incorporation is to change the name of the Company to one that more clearly reflects the
Company’s focus on the development of innovative advanced biological therapeutics for regenerative medicine.
Amendment
to Articles of Incorporation
On
the date that is twenty (20) days following the mailing of this Information Statement to stockholders, or such later date as determined
by the Board, the Company will file the amendment to its Articles of Incorporation with the Secretary of State of Nevada in order to
effect the change in the Company’s name.
AVAILABLE
INFORMATION
We
are subject to the information and reporting requirements of the Exchange Act and in accordance with the Exchange Act we file periodic
reports, documents and other information with the SEC. Such reports. documents and other information may be viewed at the SEC’s
website at www.sec.gov.
STOCKHOLDERS
SHARING AN ADDRESS
The
Company will deliver only one Information Statement to multiple stockholders sharing an address unless the Company has received contrary
instructions from one or more of the stockholders. The Company undertakes to deliver promptly, upon written or oral request, a separate
copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement is delivered.
A stockholder can notify the Company that the stockholder wishes to receive a separate copy of the Information Statement by contacting
the Company at the telephone number or address set forth above.
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