Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 5.02 of this report is incorporated herein in its entirety by reference.




Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On September 23, 2020, the Board amended the Company's Management and Consultant Performance Plan ("MCPP"), providing for the additional grant of common stock of the Company of 15.0 million, 7.5 million and 15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr. Mari Mitrani and Ian Bothwell upon such time that the Company's common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company.

In addition, each of the current executives were granted an additional 7 million shares, which represented the total of all incentive shares to be issued to each executive in connection with the Company obtaining a combined thirteen IND's and/or eIND's up through September 23, 2020 and which was provided for under the MCPP as defined milestones (previously described in the Company's Form 8-K filed on April 30, 2020):





  Mr. Albert Mitrani 7,000,000 Shares
  Mr. Ian Bothwell   7,000,000 Shares
  Dr. Maria Mitrani  7,000,000 Shares
  Dr. George Shapiro 7,000,000 Shares

In the future, each of the current executives shall also be entitled to receive 5 million shares as a performance incentive for each IND and/or "Expanded Access" approval (and excluding all eIND's) received by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company.

The Company issued the above-referenced Shares under the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.




Item 8.01 Other Events.

On September 29, 2020, Organicell issued a press release in which it announced that the U.S. Food and Drug Administration (FDA) granted expanded access for an intermediate size population allowing its proprietary therapeutic, Zofin for the treatment of COVID-19.

A copy of the Company's press release dated September 29, 2020 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No   Description

   99.1        Press Release, dated September 29, 2020














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