BIOTECH PRODUCTS SERVICES AND RESEARCH, INC. (OTCMKTS:BPSR) Files An 8-K Entry into a Material Definitive Agreement

BIOTECH PRODUCTS SERVICES AND RESEARCH, INC. (OTCMKTS:BPSR) Files An 8-K Entry into a Material Definitive Agreement

Story continues below

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Employment Agreement Amendments

On March 8, 2017, the Board of Directors (the
Board), of Biotech Products Services and
Research, Inc., a Nevada corporation (BPSR or
the Company), approved of the following
employment agreement amendments:

Amendment No. 1 to the Executive Employment Agreement, dated
November 4, 2016, between the Company and Dr. Bruce Werber.
to the Amendment, Dr. Werber was appointed to serve as the
Chief Executive Officer of (i) Anu Life Sciences, Inc., a
Florida corporation and a wholly-owned subsidiary of the
Company (Anu), primarily responsible for research and
development activities and the manufacturing of Anus Amnio
and other Regen products but excluding Mint Organics, Inc., a
Florida corporation and subsidiary of the Company,
contemplated entry and involvement into the medical cannabis
industry in the state of Florida; (ii) General Surgical
Florida, Inc. a Florida corporation and a wholly-owned
subsidiary of the Company (General Surgical), primarily
responsible for the management of General Surgical.
Amendment No. 1 to the Executive Employment Agreement, dated
November 4, 2016, between the Company and Ian T. Bothwell. to
the Amendment, the definition of Good Reason for resignation
by Mr. Bothwell was amended to add the following occurrences:
(i) if the Employment Agreement, dated November 4, 2016, as
amended, between the Company and Dr. Bruce Werber is
terminated by the Company with or without Cause (as defined
therein) or by Dr. Werber with or without Good Reason (as
defined therein); or (ii) the Employment Agreement, dated
November 4, 2016, as amended, between the Company and Albert
Mitrani terminated by the Company with or without Cause (as
defined therein) or by Mr. Mitrani with or without Good
Reason (as defined therein).
Amendment No. 1 to the Executive Employment Agreement, dated
November 4, 2016, between the Company and Dr. Maria Ines
Mitrani. to the Amendment, Dr. Mitranis Base Salary was
increased from $250,000 to $300,000 per year.

Copies the foregoing amendments are filed as exhibits to this
Form 8-K and are incorporated by reference herein.

ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES.

On March 8, 2017, the Board of the Company issued the
following warrants to purchase shares of common stock of the
Company to the executive officers and directors of the
Company:

Executive Officer/Director (Title):

Warrants:

Dr. Bruce Werber (Chief Operating Officer and Director)

21,500,000

Ian T. Bothwell (Chief Financial Officer and Director)

21,500,000

Dr. Maria Ines Mitrani (VP, Chief Science Officer and
Director)

13,850,000

TOTAL

56,850,000

The foregoing warrants are exercisable for $0.02 per share,
the closing price of Common Stock of the Company on March 8,
2017, and are exercisable from the date of issuance until the
tenth (10th) anniversary of the date of issuance.

On March 8, 2017, the Company issued shares of Series A
Non-Convertible Preferred Stock, par value $0.001 per share
(the Series A Preferred Stock) to the
following executive officers and directors of the Company in
consideration for services rendered to the Company and valued
at the par value per share:

Name:

Amount of

Series A Preferred

Stock:

Dr. Bruce Werber

Dr. Maria I. Mitrani

Ian T. Bothwell

On March 8, 2017, the Board ratified the issuance of the
Companys restricted common stock to four accredited investors
to investments made by such investors in the Company:

Date:

Investor:

No. of

Shares:

Purchase

Price:

1/24/17

Investor #1

600,000 $ 30,000

1/25/17

Investor #2

100,000 $ 5,000

1/30/17

Investor #3

600,000 $ 30,000

2/7/17

Investor #3

600,000 $ 30,000

2/22/17

Investor #4

250,000 $ 10,000

TOTAL

2,150,000 $ 105,000.00

In connection with the issuance of certain of the foregoing
shares, on March 8, 2017, the Board ratified the issuance of
the following warrants to purchase shares of common stock of
the Company to two accredited investors:

Date:

Investor:

No. of

Warrant Shares:

1/24/17

Investor #1

300,000

1/24/17

Investor #1

300,000

1/30/17

Investor #3

300,000

1/30/17

Investor #3

300,000

2/7/17

Investor #3

300,000

2/7/17

Investor #3

300,000

TOTAL

1,800,000

Each of the foregoing warrants are exercisable for cash
from the date of issuance until the third (3rd)
anniversary of the date of issuance.

On March 8, 2017, in consideration for consulting services
rendered to the Company and Mint Organics, Inc., the Board
approved the issuance of 100,000 shares of unregistered
Common Stock valued at $0.02 per share, the closing price of
the Common Stock of the Company on the date hereof, to a
consultant.

On March 8, 2017, the Company issued Mr. Suddarth a warrant
(the Suddarth Warrant) to purchase, on a cashless basis, up
to 23.85 million (23,850,000) shares of Common Stock of the
Company at an exercise price of $0.02 per share, the closing
price of Common Stock of the Company on March 8, 2017,
exercisable in accordance with the vesting schedule below
until the tenth (10th) anniversary of the date of issuance:

o 50% of the Warrant shall immediately vest on the effective
date of the Warrant, thereafter, the remaining 50% shall vest
in eighteen (18) equal monthly installments beginning March
31, 2017 and continuing for seventeen (17) consecutive
monthly periods thereafter or until Executive no longer
remains employed by the Company, whichever is earlier and
subject to Section 5.2 of the Employment Agreement.
o The unvested portion of the Warrant shall be accelerated upon
achievement of the milestones set forth below:

25% for the commercial availability of a sheet type human
amnion product;
15% for the third commercially available product; and
10% for the fourth commercially available product.

In connection with the Participation Agreement, effective
February 14, 2017, between the Company and two accredited
investors as disclosed under Item 8.01 Mint Organics, Inc.
and Mint Organics Florida, Inc. of this Form 8-K, on March 8,
2017, the Company issued warrants to two accredited
investors, one of whom is Peter Taddeo, a newly appointed
BPSR director and the Chief Executive Officer and a director
of both Mint Organics, Inc. and Mint Organics Florida, Inc.,
and the other is Wayne Rohrbaugh, the Chief Operating Officer
and a director of both Mint Organics, Inc. and Mint Organics
Florida, Inc., to each purchase 150,000 shares of common
stock of the Company at an exercise price of $0.15 per share,
exercisable from the date of issuance until the third
anniversary date of the date of issuance.

The Company issued the foregoing securities in reliance on
Section 4(a)(2) of the Securities Act of 1933, as amended, due to
the fact they were isolated issuance and did not involve a public
offering of securities.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Increase in Size of Board; Board
Appointments

On March 8, 2017, the Board increased the size of the Board to
consist of six (6) persons and appointed the following persons to
fill such created vacancies for a year until the annual
stockholders meeting and their respective replacements are
elected and qualified or their resignation or removal:

Ian T. Bothwell

Terrell Suddarth

Peter Taddeo

As previously disclosed by the Company on a Form 8-K filed on
November 14, 2016, Mr. Bothwell has been serving as the Chief
Financial Officer of the Company since November 4, 2016. As
disclosed herein, Terrell Suddarth was appointed as the Chief
Technology Officer of the Company on March 8, 2017; and Peter
Taddeo invested in the Company in connection with the
Participation Agreement, effective February 14, 2017, regarding
the Companys endeavor to obtain a license to dispense medical
cannabis in the State of Florida.

Terrell Suddarth Employment Agreement

On March 8, 2017, the Company entered into an executive
employment agreement, effective March 8, 2017 (the Effective
Date), with Terrell Suddarth, to which the Company appointed Mr.
Suddarth (55 years old) as the Chief Technology Officer of the
Company. to Mr. Suddarths employment agreement, the Company
agreed appoint Mr. Suddarth appoint as a member of the Board of
Directors of the Company within fourteen (14) days of the
Effective Date of the Agreement and to take all proper and legal
actions to have Mr. Suddarth remain a director Board during the
Employment Term, subject to state and federal law and the bylaws
of the Company.

With over 25 years of senior leadership experience in
organizations ranging from medical device to biotechnology to the
Department of Defense, Mr. Suddarth has successfully guided
multiple product introductions to financial success. He has been
an integral part of several successful start-ups as well as large
multi-nationals and has extensive background in domestic and
international manufacturing environments, quality systems
implementation, new product design, development and
commercialization. Mr. Suddarth has specialized skills and
experience in evaluating, structuring and implementing solutions
for companies experiencing rapid operational growth.

Below is a summary of the material terms of Mr. Suddarths
employment agreement, a copy of which has been filed as an
exhibit to this Form 8-K and is incorporated by reference herein.

Term. The term of Mr. Suddarths employment shall be
effective as the Effective Date and shall continue until the
third anniversary thereof, unless terminated earlier to the
terms of the employment agreement; provided that, on such
third anniversary of the Effective Date and each annual
anniversary thereafter (such date and each annual anniversary
thereof, a Renewal Date), the agreement
shall be deemed to be automatically extended, upon the same
terms and conditions, for successive periods of one year,
unless either party provides written notice of its intention
not to extend the term of the Agreement at least 90 days’
prior to the applicable Renewal Date. The period during which
the Executive is employed by the Company hereunder is
hereinafter referred to as the Employment
Term
.
Base Salary. Mr. Suddarths base annual salary is
$300,000, which shall accrue commencing as of the Effective
Date and shall be payable upon the Company generating
sufficient net revenue or obtaining sufficient third party
financing; and thereafter payable in periodic installments in
accordance with the Company’s customary payroll practices,
but no less frequently than monthly. The base salary shall be
reviewed at least annually by the Board and the Board may,
but shall not be required to, increase the base salary during
the Employment Term.
Annual and Signing Bonus. For each complete fiscal
year of the Employment Term, Mr. Suddarth shall be eligible
to earn an annual bonus (the Annual Bonus)
equal to a percentage of Base Salary (the Target
Bonus
) established by the Board, as in effect at the
beginning of the applicable fiscal year, based on achievement
of target performance goals and benchmarks (i.e., products
brought to market, production and revenue goals) mutually
established by the Board and Mr. Suddarth. Notwithstanding
the foregoing, the Company shall pay Mr. Suddarth the
following bonuses on the achievement of the following
milestones and subject to the Boards determination that the
Company has sufficient capital:

(i) $35,000 upon the commercial availability of a sheet type
human amnion product;
(ii) $35,000 upon the third commercially available product; and
(iii) $35,000 upon the fourth commercially available product.

The Company shall pay Mr. Suddarth a lump sum cash signing
bonus of $35,000 (the Signing Bonus) in
which shall be accrued and paid by the Company upon the
Company having sufficient cash flow.

Warrant. The Company agreed to issue Mr. Suddarth the
Suddarth Warrant (as defined in Section 3.02 of this Form
8-K).
Equity Plan. Mr. Suddarth shall be eligible to receive
annual equity awards under the Companys equity plan, if any,
which is no less favorable than is provided to other key
executive management members of the Company.

Fringe Benefits and Perquisites. During the
Employment Term, Mr. Suddarth shall be entitled to fringe
benefits and perquisites consistent with the practices of
the Company, and to the extent the Company provides similar
benefits or perquisites (or both) to similarly situated
executives of the Company. Notwithstanding the foregoing,
during the Employment Term, the Company shall provide Mr.
Suddarth with the following benefits:

(a) Health and dental insurance for the Executive and his spouse
which is no less favorable than is provided to other
similarly situated executives of the Company; Company shall
also agree to reimburse the amount of family deductible
required to be paid by insured under such plans or contribute
the maximum allowable HSA contribution limits per year
depending on which type of plans are obtained by the Company.
(b) An automobile expense allowance of $650 per month.
(c) Reimbursement for all reasonable and necessary out-of-pocket
business, entertainment and travel expenses incurred by the
Executive in connection with the performance of the
Executive’s duties hereunder in accordance with the
Company’s expense reimbursement policies and procedures;
provided, however, any expenditure or budget for travel and
entertainment shall be pre-approved by the Executives
Supervisor.

Termination. The Company may terminate Mr. Suddarths
employment agreement at any time with or without Cause (as
defined in the agreement) and Mr. Suddarth may resign at
any time with or without Good Reason (as defined in the
Agreement).

If Mr. Suddarths employment is terminated by him for Good
Reason or by the Company without Cause or on account of the
Company’s failure to renew the Agreement in accordance
with the Agreement, then Mr. Suddarth shall be entitled to
receive the Accrued Amounts and the execution of a mutual
release of claims to each party, their affiliates and their
respective officers and directors in a form (to be
reasonable and customary for this purpose) provided by the
Company (the Release), the Mr. Suddarth shall be entitled
to receive the following:

(a) continued Base Salary for one year following the Termination
Date or the remaining term of the Agreement at time of
Termination, whichever is longer.
(b) a payment equal to the product of (i) the Annual Bonus, if
any, that Mr. Suddarth would have earned for the fiscal year
in which the Termination Date occurs based on achievement of
the applicable performance goals for such year and (ii) a
fraction, the numerator of which is the number of days Mr.
Suddarth was employed by the Company during the year of
termination and the denominator of which is the number of
days in such year (the Pro-Rata Bonus). This amount shall be
paid on the date that annual bonuses are paid to similarly
situated executives;
(c) The treatment of any outstanding equity awards shall be
determined in accordance with the terms of the applicable
award agreements.
(d) Notwithstanding the terms of any applicable award agreements:

(i)

all outstanding unvested stock options or warrants granted
to Mr. Suddarth during the Employment Term shall become
fully vested and exercisable for the remainder of their
full term;

(ii)

all outstanding equity-based compensation awards that are
intended to constitute performance-based compensation under
Section 162(m)(4)(C) of the Code shall remain outstanding
and shall vest or be forfeited in accordance with the terms
of the applicable award agreements, if the applicable
performance goals are satisfied.

Change of Control. If Mr. Suddarth’s employment
hereunder is terminated by Mr. Suddarth for Good Reason or
by the Company on account of its failure to renew the
Agreement or without Cause (other than on account of Mr.
Suddarth’s death or Disability), in each case within
twelve (12) months following a Change in Control, Mr.
Suddarth shall be entitled to receive the Accrued Amounts
and Mr. Suddarth shall be entitled to receive the
following:

(i)

a lump sum payment equal to three (3) times the sum of Mr.
Suddarth’s Base Salary and Target Bonus for the year in
which the Termination Date occurs (or if greater, the year
immediately preceding the year in which the Change in
Control occurs), which shall be paid within 50 days
following the Termination Date; and

(ii)

a lump sum payment equal to Mr. Suddarth’s Target Bonus
for the fiscal year in which the Termination Date occurs,
which shall be paid within sixty (60) days following the
Termination Date.

Notwithstanding the terms of any equity incentive plan or
award agreements, as applicable:

(iii)

all outstanding unvested stock options and warrants granted
to Mr. Suddarth during the Employment Term shall become
fully vested and exercisable for the remainder of their
full term;

(iv)

all outstanding equity-based compensation awards that are
intended to constitute performance-based compensation under
Section 162(m)(4)(C) of the Code shall remain outstanding
and shall vest or be forfeited in accordance with the terms
of the applicable award agreements, if the applicable
performance goals are satisfied.

Change in Control shall mean

1.

the sale of all or substantially all of the Company’s
assets.

2.

a Person (or more than one Person acting as a group)
acquires ownership interests in the Company that, together
with the Company interests held by such Person or group,
constitutes more than 50% of the total voting power of the
stock of the Company as the result of a transaction other
than one in which the stockholders of the Company transfer
a portion of the Company interests held by them to a third
party as part of a financing and/or a transaction
associated with the acquisition of additional assets by the
Company or an Affiliate;provided, that a Change in
Control shall not occur if any Person (or more than one
Person acting as a group) owns more than 50% of the total
voting power of the Companys stock and acquires additional
stock.

A copy of the Mr. Suddarths employment agreement is filed as an
Exhibit to this Form 8-K and incorporated by reference herein.

Transactions with Related Persons.

As of the date of this Form 8-K, Mr. Bothwell is owed by the
Company approximately $145,000 for advances and unreimbursed
expenses in connection with the Companys operations. Such
indebtedness is unsecured and non-recourse and is not evidenced
by a promissory note or other agreement.

As disclosed herein, on February 14, 2017, Mr. Taddeo invested
$150,000 in the Company in connection with the Companys endeavor,
through Mint Organics, Inc., to obtain a license to dispense
medical cannabis in Florida. In consideration for his investment,
on February 28, 2017, Mr. Taddeo was issued 150 shares of Series
A Preferred Stock of Mint Organics, Inc. and a warrant from BPSR
to purchase up to 150,000 shares of common stock for $0.15 per
share from the date of issuance of the warrant until the third
anniversary date of the date of issuance. Mr. Taddeo was also
appointed as the Chief Executive Officer and as a director of
Mint Organics, Inc. and Mint Organics Florida, Inc.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS; CHANGE IN FISCAL YEAR.

Amendment to Series A Preferred Stock Certificate of
Designation

On March 2, 2017, the Company filed an amendment to the
Certificate of Designation of the Companys Series A Preferred
Stock (the Series A Certificate of Designation),
therein increasing the authorized class from 100 shares to 400
shares.

As previously disclosed by the Company on Form 8-K filed on
November 3, 2016, generally, the outstanding shares of Series A
Non-Convertible Preferred Stock shall vote together with the
shares of Common Stock and other voting securities of the Company
as a single class and, regardless of the number of shares of
Series A Non-Convertible Preferred Stock outstanding, and as long
as at least one share of Series A Non-Convertible Preferred Stock
is outstanding, such shares shall represent eighty percent (80%)
of all votes entitled to be voted at any annual or special
meeting of stockholders of the Company or action by written
consent of stockholders. Each outstanding share of the Series A
Non-Convertible Preferred Stock shall represent its proportionate
share of the 80% which is allocated to the outstanding shares of
Series A Non-Convertible Preferred Stock.

Other than the increase in the number of authorized shares of
Class A Preferred Stock, no other terms of the Series A
Certificate of Designation were amended.

A copy of the amendment to the Series A Non-Convertible Preferred
Stock is filed as an exhibit to this Form 8-K and incorporated by
reference herein.

Amended and Restated By-laws

On March 8, 2017, the Board amended and restated the by-laws of
the Company (the Amended and Restated By-laws).

to Section 4.08(c) of the Amended and Restated By-laws, the
following actions may not be taken without the approval of a
supermajority (as defined below) of the full Board of Directors:

a change of the Companys name;

a change in the location of the Companys headquarters from
Miami, FL to another city;
the entry or exit from a line of business of the Company;
the hiring or termination of any C-level executives of the
Company or any subsidiary of the Company;
the entry, amendment or termination of any employment
agreement with an executive officer of the Company;
the removal of any member of the Board of Directors;
the appointment of a person to fill a vacancy of the Board of
Directors;
the increase or decrease in the size of the Board of
Directors;
the designation of a class of Preferred Stock of the Company
and/or the amendment of the rights, privileges and
obligations of any designated Preferred Stock;
the declaration and issuance of any dividend;
the forward or reverse split of the securities of the Company
or any reclassification or exchange thereof;
the sale, exchange or other disposition of the Companys
assets with an aggregate value of at least $100,000 or all,
or substantially all, of the Companys assets, whichever is
less, occurring as part of a single transaction or plan, or
in multiple transactions over a six (6) month period, except
in the orderly liquidation and winding up of the business of
the Company upon its duly authorized dissolution;
the acquisition of the stock or assets of another entity or
the merger therewith, regardless of the nature or amount of
consideration given therefor;
the issuance or re-issuance of any equity securities; or any
debt securities convertible into equity securities; or any
rights, options, or warrants to acquire any equity
securities;
the registration of any class of securities of the Company
with the Securities and Exchange Commission or the withdrawal
of any registration of any class of securities of the
Company;
investing in any other entity or the establishment of a joint
venture with another party;
the entering into any financing transaction with a third
party in excess of $100,000
the making of any capital expenditure in excess of $100,000;

the creation, assumption, issuance, or incurring any
indebtedness in excess of $50,000 per obligation;
the signing of checks in excess of $50,000 drawn upon the
bank account or accounts of the Company in connection with a
single transaction or series of related transactions;
any act which would make it impossible to carry on the
ordinary business of the Company;
any transactions between the Company and any member of the
Board of Directors or executive officers or any affiliates or
family members of such persons;
the confession of a judgment against the Company; and

the amendment of these By-laws.

For purposes of Section 4(a)(8), a supermajority
of the full Board of Directors shall consist of:

All of the members if three (3) members or less are entitled
to vote on the matter(s) presented;
A minimum of three (3) members if four (4) members are
entitled on the matter(s) presented;
A minimum of four (4) members if five (5) members are
entitled on the matter(s) presented;
A majority of the members if six (6) or more members are
entitled on the matter(s) presented.

A copy of the Amended and Restated By-laws are filed as an
exhibit to this Form 8-K and is incorporated by reference herein.

ITEM 8.01 OTHER EVENTS.

Unwinding of Series B Exchange Agreement

As previously disclosed by the Company on a Form 8-K on
November 3, 2016, on November 1, 2016, the Company entered
into a Share Exchange Agreement with Mr. Mitrani. to the
Share Exchange Agreement, Mr. Mitrani exchanged 20 million
(20,000,000) shares of his Common Stock of the Company for an
aggregate of 1 million (1,000,000) shares Series B
Convertible Preferred Stock on a 1-for-20 basis (the
Series B Exchange Agreement). On March 8,
2017, the Board and Mr. Mitrani decided to unwind the Series
B Exchange Agreement and deem it null and void ab initio.

Mint Organics, Inc.

As previously disclosed by the Company on a Form 8-K filed
with the Securities Exchange Commission on February 23, 2017,
the Company entered into a Participation Agreement, effective
February 14, 2017 (the
ParticipationAgreement),
with two non-affiliated accredited investors (collectively,
the Investors). to the Participation
Agreement, the Investors funded the Company $300,000 in
connection with a subsidiary of BPSR (Venture
Sub
) for the sole purpose of exploring, developing
and operating a new business segment to provide products
and/or services in the medical cannabis industry, initially
within the state of Florida (the Venture).
In connection with the Participation Agreement, on February
28, 2017, the Company formed Mint Organics, Inc., a Florida
corporation (Mint Organics, Inc.), and Mint
Organics Florida, Inc., a Florida corporation and
wholly-owned subsidiary of Mint Organics, Inc. (Mint
Organics Florida, Inc
.).

Mint Organics, Inc.s authorized capital structure consists
of (i) 1,000 shares of Class A Voting Common Stock, par
value $0.001 per share (Class A Common
Stock
); (ii) 1,000 shares of Class B Non-Voting
Common Stock, par value $0.001 per share (Class B
Common Stock
); and (iii) 1,000 shares of blank
check Preferred Stock, par value $0.001 per share, of which
300 was designated as Series A Convertible Preferred Stock
(Series A Preferred Stock). BPSR owns 550
shares of Class A Common Stock, consisting of 100% of the
outstanding shares of Class A Common Stock.

On February 28, 2017, the following persons were elected to
serve in the offices of Mint Organics, Inc. set opposite
their respective names, each to hold such offices until his
respective successor is duly elected and qualified or until
his earlier resignation or removal:

NAME:

OFFICE:

Peter Taddeo

Chief Executive Officer

Albert Mitrani

President

Wayne Rohrbaugh

Chief Operating Officer

Ian Bothwell

Chief Financial Officer and Treasurer

The Board of Mint Organics, Inc. consists of the following
five persons, each to hold such office until the first
annual meeting of stockholders, or until his or her
successor shall have been duly elected and qualified, or
until his or her earlier death, resignation or removal:

Peter Taddeo

Albert Mitrani

Wayne Rohrbaugh

Ian T. Bothwell

Dr. Maria Ines Mitrani

On February 28, 2017, the Board of Mint Organics, Inc. issued
550 shares of Class A Voting Common Stock, par value $0.001
per share, of Mint Organics, Inc. to BPSR and determined that
the fair consideration for the initial issuance of the Series
A Voting Common Stock is $0.001 per share. Mint Organics,
Inc. issued the foregoing securities in reliance on Section
4(a)(2) of the Securities Act of 1933, as amended, due to the
fact they were isolated issuance and did not involve a public
offering of securities.
On March 8, 2017, Mint Organics, Inc. issued the Investors an
aggregate of 300 shares of Series A Preferred Stock; and the
Company issued the Investors a warrant exercisable for up to
300,000 shares of BPSR common stock for $0.15 per share from
the date of issuance until the third anniversary of the date
of issuance. The Series A Preferred Stock does not have any
voting or dividend rights and will be automatically converted
into 450 shares of Class B Common Stock of Mint Organics,
Inc. upon the earlier of (i) the fifth anniversary of the
date of issuance or (ii) Mint Organics, Inc.s receipt of the
necessary licenses and permits required in operating the
Venture. The conversion ratio of the Series A Preferred Stock
will be amended to ensure that the Investors will own 45% of
the outstanding capital stock of Mint Organics, Inc. on a
fully-diluted basis. Commencing on the first anniversary of
the date of issuance, the Investors will have the opportunity
to convert some or all of their Series A Preferred Stock (or
Class B Common Stock equivalent) into unregistered BPSR
common stock, based on the stated value of the Series A
Preferred Stock (or Class B Common Stock equivalent) divided
by the average trading price of BPSR common stock for the ten
trading days prior the conversion date. Mint Organics, Inc.
issued the foregoing securities in reliance on Section
4(a)(2) of the Securities Act of 1933, as amended, due to the
fact they were isolated issuance and did not involve a public
offering of securities.

On March 8, 2017, Mint Organics, Inc. issued the following
warrants to purchase shares of Class A Common Stock, of Mint
Organics, Inc., vesting on the date Mint Organics, Inc.,
through one of its subsidiaries, obtains a license from a
state to dispense cannabis until the fifth anniversary
thereof (the Warrants) to Section 4(a)(2) of the Securities
Act of 1933, as amended:

Name:

Percentage of

Class A Common Stock,

Pro Forma and Fully-Diluted

Exercise Price:

Al Mitrani

5.5 % $ 0.001

Ian T. Bothwell

5.5 % $ 0.001

Dr. Maria I. Mitrani

5.5 % $ 0.001

TOTAL

16.50 %

Mint Organics, Inc. issued the foregoing securities in
reliance on Section 4(a)(2) of the Securities Act of 1933,
as amended, due to the fact they were isolated issuance and
did not involve a public offering of securities.

Mint Organics Florida, Inc.

In connection with the Participation Agreement, on February
28, 2017, the Company formed Mint Organics Florida, Inc., a
Florida corporation and wholly-owned subsidiary of Mint
Organics, Inc. (Mint Organics Florida,
Inc
.).
Mint Organics Florida, Inc.s authorize capital structure
consists of (1) 10,000 shares of Class A Voting Common Stock,
par value $0.001 per share and (ii) 10,000 shares of Class B
Non-Voting Common Stock, par value $0.001 per share. The
Class A Common Stock shall have the sole right and power to
vote on all matters on which a vote of shareholders is to be
taken. In all matters, with respect to actions both by vote
and by consent, each holder of shares of the Class A Common
Stock shall be entitled to cast one vote in person or by
proxy for each share of Class A Common Stock standing in such
holders name on the transfer books of the Corporation. The
Class B Common Stock shall not be entitled to vote on any
matters.
On February 28, 2017, the following persons were elected to
serve in the offices of Mint Organics Florida, Inc. set
opposite their respective names, each to hold such offices
until his respective successor is duly elected and qualified
or until his earlier resignation or removal:

NAME:

OFFICE:

Peter Taddeo

Chief Executive Officer

Albert Mitrani

President

Wayne Rohrbaugh

Chief Operating Officer

Ian Bothwell

Chief Financial Officer and Treasurer

The Board of Mint Organics Florida, Inc. consists of the
following five persons, each to hold such office until the
first annual meeting of stockholders, or until his or her
successor shall have been duly elected and qualified, or
until his or her earlier death, resignation or removal:

Peter Taddeo

Albert Mitrani

Wayne Rohrbaugh

Ian T. Bothwell

Dr. Maria Ines Mitrani

On February 28, 2017, the Board of Mint Organics Florida,
Inc. issued 2,125 shares of Class A Voting Common
Stock, par value $0.001 per share, of Mint Organics Florida,
Inc. to Mint Organics, Inc. and determined that the fair
consideration for the initial issuance of the Series A Voting
Common Stock is $0.001 per share.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.:

Document Description:

3.1

Amended and Restated By-laws of Biotech Products Services
and Research, Inc.

4.1

Amendment to Certificate of Designation of Series A
Non-Convertible Preferred Stock of Biotech Products
Services and Research, Inc.

10.1

Employment Agreement, dated March 8, 2017, between Biotech
Products Services and Research, Inc. and Terrell Suddarth

10.2

Amendment No.1, dated March 8, 2017, to Employment
Agreement, dated November 4, 2016, between Biotech Products
Services and Research, Inc. and Dr. Bruce Werber

10.3

Amendment No.1, dated March 8, 2017, to Employment
Agreement, dated November 4, 2016, between Biotech Products
Services and Research, Inc. and Ian T. Bothwell

10.4

Amendment No.1, dated March 8, 2017, to Employment
Agreement, dated November 4, 2016, between Biotech Products
Services and Research, Inc. and Dr. Maria Ines Mitrani

10.5

Warrant, dated March 8, 2017, from Biotech Products
Services and Research, Inc. to Terrell Suddarth

10.6

Warrant, dated March 8, 2017, from Biotech Products
Services and Research, Inc. to Dr. Bruce Werber

10.7

Warrant, dated March 8, 2017, from Biotech Products
Services and Research, Inc. to Ian T. Bothwell

10.8

Warrant, dated March 8, 2017, from Biotech Products
Services and Research, Inc. to Dr. Maria Ines Mitrani


About BIOTECH PRODUCTS SERVICES AND RESEARCH, INC. (OTCMKTS:BPSR)

Biotech Products Services and Research, Inc., formerly Bespoke Tricycles Inc., is engaged in the healthcare industry, principally focused on supplying products and services related to the field of regenerative anti-aging medicine (RAAM). The Company focuses on the referral of cellular therapies for treating neurodegenerative, inflammatory and autoimmune conditions for patients across the world. The Company intends to distribute the RAAM Products and market RAAM-related services through a referral network of doctors and clinics. It also intends to develop a network of branded destination domestic and international clinics capable of providing RAAM-based therapies and treatments. Its RAAM-related operations are conducted through its subsidiaries, Beyond Cells Corp., engaged in providing anti-aging and cellular therapy patient referral and product sales, and General Surgical of Florida, Inc., engaged in sale of cellular therapy products to doctors and hospitals.

BIOTECH PRODUCTS SERVICES AND RESEARCH, INC. (OTCMKTS:BPSR) Recent Trading Information

BIOTECH PRODUCTS SERVICES AND RESEARCH, INC. (OTCMKTS:BPSR) closed its last trading session up +0.0079 at 0.0299 with 510,949 shares trading hands.

An ad to help with our costs