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

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Item 1.01 Entry into a Material Definitive Agreement.

Biotech Products Services and Research, Inc., a Nevada
corporation (BPSR or the
Company), entered into a Participation
Agreement, effective February 14, 2017 (the
Agreement), with two non-affiliated accredited
investors (collectively, the Investors).

to the Agreement, the Company and the Investors agreed to
establish 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). Venture Sub plans to immediately
focus its efforts on the engagement of lobbyists and license
application consultant(s) and other due diligence.

Venture Subs authorized capital structure will consist 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 shall be designated as Series A Convertible Preferred
Stock (Series A
Preferred
Stock). BPSR will own 550
shares of Class A Common Stock, consisting of 50% of the
outstanding shares of Class A Common Stock.

to the Agreement, on February 14, 2017 (the Closing
Date
), the Investors funded $300,000 to BPSR. The
Company agreed to issue the Investors (i) an aggregate of 300
shares of Series A Preferred Stock and (ii) 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 will not have any
voting or dividend rights. The 300 shares of Series A Preferred
Stock will be automatically converted into 450 shares of Class B
Common Stock of Venture Sub upon the earlier of (i) the fifth
anniversary of the Closing Date or (ii) Venture Subs receipt of
the necessary licenses and permits required in operating the
Venture. Commencing on the first anniversary of the Closing Date,
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.

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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 +0.0130 at 0.0450 with 218,355 shares trading hands.

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