Organicell Regenerative Medicine, Inc. entered into a securities purchase agreement for the private placement of a convertible promissory note for gross proceeds of $519,400 on March 6, 2023. The transaction included participation from returning investor, AJB Capital Investments LLC. The security has been issued at a discount of $10,600.

The company paid the investor's legal fees and due diligence costs of $15,000. The note matures on September 6, 2023, bears interest at the rate of 12% per annum and only following an event of default, is convertible into shares of the company's common stock at a conversion price. The note may be prepaid by the company at any time without penalty.

The company paid a commitment fee to the investor in the amount of $300,000 in the form of 15,000,000 shares of the company's common stock and issued a warrant exercisable for a five-year period to purchase up to 10,000,000 shares of common stock at a price of $0.06 per share. The offer and sale of the above securities to 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.