ORGANICELL REGENERATIVE MEDICINE, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 6, 2023, the Company entered into a Securities Purchase Agreement (the "SPA") with AJB Capital Investments, LLC (the "Purchaser"), pursuant to which we sold a Promissory Note in the principal amount of $530,000 (the "Note") to the Purchaser in a private transaction to for a purchase price of $519,400 (giving effect to original issue discount of $10,600). In connection with the sale of the Note, the Company also paid the Purchaser's legal fees and due diligence costs of $15,000, resulting in net proceeds to the Company of $504,400, which will be used for working capital and other general corporate purposes.

The Note matures on September 6, 2023, bears interest at the rate of 12% per annum and only following an event of default (as defined in the Note), is convertible into shares of the Company's common stock at a conversion price equal to the lower of the "VWAP" (as hereinafter defined) of the common stock during (i) the ten (10) trading day period preceding the issuance date of the Note; or (ii) the ten (10) trading day period preceding the date of conversion of the Note (the "Conversion Shares"). As used in the Note, "VWAP" means, for any date, the price of our common stock as determined by the first of the following clauses that applies: (i) if the common stock is then listed or quoted on one or more established stock exchanges or national market systems, the daily volume weighted average price of the common stock for such date on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P.; or (ii) if the common stock is regularly quoted on an automated quotation system (including applicable tiers of the over-the-counter market maintained by OTC Markets Group, Inc.) or by a recognized securities dealer, the volume weighted average price of the common stock for such date on the applicable OTC Markets Group, Inc. tier or as quoted by such securities dealer. In accordance with the terms of the SPA, as of March 6, 2023, the Company has reserved 120,000,000 shares of its authorized but unissued common stock for issuance in the event the Purchaser exercises its right to convert the Note following an event of default.

The Note may be prepaid by the Company at any time without penalty. The Note also contains covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this nature.

Pursuant to the terms of the SPA, the Company paid a commitment fee to the Purchaser in the amount of $300,000 (the "Commitment Fee") in the form of 15,000,000 shares of the Company's common stock (the "Commitment Fee Shares") and issued the Purchaser a Warrant exercisable for a five-year period to purchase up to 10,000,000 shares of our common stock at a price of $0.06 per share (the "Warrant Shares").

Pursuant to the terms of the SPA, the Company granted certain piggyback registration rights under the Securities Act of 1933, as amended (the "Securities Act") with respect to the Conversion Shares, the Warrant Shares and the Commitment Fee Shares.

The offer and sale of the above securities to the Purchaser was made in a private transaction exempt from the registration requirements of the Securities Act, in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits



Exhibit No.   Description
10.1            Securities Purchase Agreement with AJB Capital Investments dated
              March 6, 2023
10.2            Promissory Note made in favor of AJB Capital Investments dated
              March 6, 2023
10.3            Warrant issued to AJB Capital Investments dated March 6, 2023




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