United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the fiscal year ending September 30, 2016
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the transition period from __________ to __________.
Commission file number: 333-191725
| REGEN BIOPHARMA, INC. | ||
| (Name of small business issuer in its charter) | ||
| Nevada | 45-5192997 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 4700 Spring Street, Suite 304, La Mesa, California, 91942 | ||
| (Address of Principal executive offices) | ||
| Issuer’s telephone number: (619) 702-1404 | ||
Securities registered under Section 12(b) of the “Exchange Act”: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non accelerated filer ☐ | Smaller reporting Company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $ 9,613,294
As of December 13, 2016 Regen Biopharma, Inc. had 145,212,605 common shares outstanding.
As of December 13, 2016 Regen Biopharma, Inc. had 140,766,697 shares of Series A Preferred Stock outstanding.
As of December 13, 2016 Regen Biopharma, Inc. had 30,000 shares of Series AA Preferred Stock outstanding.
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In this annual report, the terms “Regen Biopharma, Inc.. ”, “Regent”, “Company”, “we”, or “our”, unless the context otherwise requires, mean Regen Biopharma, Inc., a Nevada corporation.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:
| • | dependence on key personnel; |
| • | competitive factors; |
| • | degree of success of research and development programs |
| • | the operation of our business; and |
| • | general economic conditions |
These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.
PART I
Item 1. Business
We were incorporated April 24, 2012 under the laws of the State of Nevada. We are a controlled subsidiary of Bio-Matrix Scientific Group, Inc, a Delaware corporation. We intend to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.
As of December 13, 2015 , we have not licensed any existing therapies which may be marketed. On June 23, 2015 Regen Biopharma, Inc. ( “Regen”) entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen (“ License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
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Pursuant to the Agreement, Zander shall pay to Regen one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.
The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.
Pursuant to the Agreement, Zander shall pay to Regen royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant to the Agreement, Zander will pay Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Regen receives payment pursuant to the terms and conditions of the Agreement).
Zander is obligated pay to Regen minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).
The Agreement may be terminated by Regen:
If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to Regen with regard to that License IP.
The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to Regen with regard to that License IP is terminated.
The Agreement may be terminated by either party in the event of a material breach by the other party.
David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of Regen.
Zander will be required to obtain approval from the United States Food and Drug Administration (“FDA”) in order to market any Licensed Product which may be developed within the United States and no assurance may be given that such approval would be granted.
We have acquired certain intellectual property from Dr. Wei Ping Min on May 1, 2013and licensed certain intellectual property from Benitec Australia Limited on August 5, 2013. These collective intellectual properties comprise the therapeutic concept behind dCellVax , a cancer therapy in early stage development by the Company.
On May 1, 2013 Dr. Wei Ping Min (“Min”) entered into an agreement (“Agreement”) whereby Min assigned to Regen all right, title and interest in US Patent # 8,389,708 as well as all Patent applications from the same family corresponding to numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min IP”) US Patent # 8,389,708 was granted to Min with regard to his invention of a method directed to the silencing of immunosuppressive cancer causing genes using short interfering RNA (siRNA) leading to an increase in the immune response, a decrease in tumor-induced immunosuppression and a decrease in in vivo tumor progression. siRNA are shorter pieces of double stranded RNA that allow the interference of a particular gene, without causing cell death.
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As consideration for the Min IP, Regen is required to:
| (a) | negotiate in good faith with Min with regards to a proposed consulting agreement by and between Min whereby Min shall perform certain mutually agreed upon tasks for the benefit of Regen for consideration to Min consisting of $100,000 of the common shares of Bio-Matrix Scientific Group, Inc. valued as of the date of issuance and to be paid over a twelve month period in twelve equal installments (“Consulting Shares”) and registered under the Securities Act of 1933 on Form S-8. |
| (b) | Cause to be issued to Min 100,000 of Bio-Matrix Scientific Group, Inc.’s preferred shares (“Assignor Preferred Shares”) exchangeable into common shares of Bio-Matrix Scientific Group, Inc. (“Exchange Common Shares”) under the following terms and conditions: |
(1) upon any date subsequent to the date of the completion of a satisfactory review by the United States Food and Drug Administration (“FDA”) of an Investigational New Drug Application (“IND”) for the Min IP submitted by Regen which shall result in the ability of Regen to lawfully begin clinical testing of the Min IP on human subjects within the United States Min shall be permitted, at his option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of $333,000 such shares being valued at a price per share equal to the closing price as of the day written notice is given to Regen of Min’s intent to exchange.
(2) upon any date subsequent to the date that manufacturing procedures for the manufacture of the Min IP have been developed by Regen which comply to the Current Good Manufacturing Practices (“cGMP “) requirements of the Food Drug and Cosmetics Act of 1938 and the rules and regulations promulgated thereunder as they may apply to the manufacture of the Min IP Min shall be permitted, at his option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of $333,000 such shares being valued at a price per share equal to the closing price as of the day written notice is given to Regen of Min’s intent to exchange.
(3) upon any date subsequent to the date that, in connection with a lawfully administered Phase I clinical trial of the Min IP being conducted by Regen within the United States on human subjects, both of (1) a clinical trial protocol has been completed and (2) a Principal Investigator has been appointed, Min shall be permitted, at Min’s option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of $333,000 such shares being valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange.
(4) Min shall receive, upon successful completion of a lawfully administered Phase I clinical trial of the Min IP being conducted by Regen within the United States on human subjects, the results of which (1) shall indicate that the Min IP can be safely tolerated by human subjects (2) shall not indicate that use of the Min IP in human subjects result in side effects of such severity that commencement of a Phase II clinical trial could not occur, and (3) establishes the optimal dosage and/or method of administration( as applicable )of the Min IP , Min shall receive that number of the common shares of BIO-MATRIX SCIENTIFIC GROUP, INC. which, at a price per share equal to the closing price of the shares as of the day of issuance, shall equal $1,000,000.
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All common shares of Bio-Matrix Scientific Group, Inc issuable pursuant to the Agreement are subject to the condition that a sufficient number of common shares shall be authorized for issuance by BMSN in order that the required number common shares may be issued. Pursuant to the Agreement, Min shall be entitled to additional consideration for productivity and deliverables over and above listed items (“”Bonus””). The eligibility of Min to receive a Bonus as well as the nature and amount of any Bonus shall be at the sole discretion and determination of the Chief Executive Officer of the Company. On August 9, 2013 Bio-Matrix Scientific Group, Inc issued to Min 100,000 of its Preferred Shares pursuant to the Agreement.
On August 5, 2013 Regen was granted by Benitec Australia Limited (“Benitec”) an exclusive worldwide right and license to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec.
Pursuant to the agreement between the parties for the grant of the license (“Agreement”) , Regen is obligated to make the following payments to Benitec as consideration for the grant of the license:
(1) a one-time, non-refundable, upfront payment of twenty five thousand US dollars ($25,000) as a license initiation fee on the execution date of the Agreement. On August 30, 2013 BMSN issued 8,512,088 of its common shares to Benitec in satisfaction of this obligation on behalf of the Company. Fair value of these common shares as of the date of issuance was determined to be $25,536.
(2) a one-time non-refundable payment of twenty five thousand US dollars ($25,000) on the first anniversary of the execution date of the Agreement.
(3) The following milestone payments per each Licensed Product that meets such milestone:
| Milestone | Amount | |
| Start Phase I/II clinical trial – dosing first patient | $100,000 US Dollars | |
| Start Phase III clinical trial | $500,000 US Dollars | |
| Regulatory Approval for a Licensed Product by first regulatory agency | $1,000,000 US Dollars | |
| Regulatory Approval for a Licensed Product by second regulatory agency | $2,000,000.00 US Dollars |
As defined by the Agreement, “Licensed Product” shall mean any product sold by or on behalf of Regen, its Affiliates or its sublicensees pursuant to the license granted by the Agreement.
As further consideration to Benitec, Regen is required to pay:
| (i) | Royalties equal to the greater of (a) a minimum annual payment of $25,000 per year or (b) four percent (4%) of the Net Sales as defined in the Agreement of any Licensed Products sold pursuant to the license sold within a given year. |
| (ii) | fifty percent (50%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Regen from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Benitec receives payment. |
The term of this Agreement commenced on the date of execution (“Effective Date “) continues in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration or termination of the Benitec’s Patent Rights covering such Licensed Product.
On August 1, 2015 the Agreement was amended as follows:
Any License Fees or Milestone Payments ( as those terms are defined in the Agreement”) to be paid subsequent to April 6, 2015 may be paid in the common stock of Regen .
On November 20, 2014 Dr. Christine Ichim assigned to the Company all right, title, and interest in and to the invention described in US Patent Application Serial No. 13/652,395 relating to methods and compositions for modulating NR2F6 for therapeutic applications. In particular, methods and compositions comprising modulators of NR2F6 for modulating stem cell growth, proliferation and differentiation and for treating associated conditions and diseases. As Consideration by the Company to Dr. Ichim for the rights the Company is required to issue to Dr. Ichim 100,000 of the Company’s common shares.
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On November 20, 2014 the Company and Dr. Christine Ichim entered into a Consulting Agreement (“Christine Ichim Consulting Agreement”). Pursuant to the Christine Ichim Consulting Agreement, Dr. Ichim shall invent for the Company the following:
| a) | Cord Blood Small Molecule (“CBSM invention”) | |
| b) | Cancer Small Molecule Ligand Binding (“CSMLB Invention”) | |
| c) | Cancer Small Molecule Alpha helix Inhibitor (“CSMAI Invention”) | |
| d) | Cancer Small Molecule using 170 Compound List (“CSM170 Invention”) |
and shall assign to the Company 100% of her right, title, and interest in the above named inventions and any and patent applications filed for the above named inventions (as well as such rights in any divisions, continuations in whole or part or substitute applications).
Consideration to be paid by the company to Dr. Ichim pursuant to the Christine Ichim Consulting Agreement shall consist of the following:
| i) | As consideration for the invention, patent prosecution and assignment of all right, title and interest to CBSM invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CBSM Invention |
| ii) | As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMLB invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMLB Invention |
| iii) | As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMAI invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMAI Invention |
| iv) | As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSM170 invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSM170 Invention v) Dr. Ichim shall be entitled to royalties during the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention of 5% of Net Sales made by the Company of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention. Net Sales" means the monetary consideration actually received by Company for the transfer of the invention less any of the following items |
| (a) | outbound shipping, storage, packing and insurance expenses; |
| (b) | distributor discounts; |
| (c) | allowance for doubtful accounts or uncollectible accounts receivable; |
| (d) | amounts repaid or credited as a result of rejections, defects, or returns |
| (e) | sales and other excise taxes (excluding VAT), tariffs, export license fees and duties paid to a governmental entity |
| (f) | sales commissions. |
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On December 16, 2014 Dr. Christine Ichim assigned to the “Company all right, title, and interest in and to the invention described in US Patent Application Serial No. 14/571,262 “METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6”
On December 17, 2014 Dr. Christine Ichim assigned to the “Company all right, title, and interest in and to the invention described in US Patent Application Serial No. 14/572,574 “TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”
On December 31, 2014 United States Patent Application No. 14588374 pertaining to the use of molecular interventions to treat myelodysplastic syndrome (MDS) was filed by Dr. Christine Ichim.
United States Patent Application No. 14588374 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395. All right, title and interest in and to the invention covered by Non-Provisional U.S. Application Serial Number 13/652,395 was assigned to Regen BioPharma, Inc. (“Regen”) by Dr. Ichim on November 20, 2014. In addition all right, title and interest in and to the invention covered by United States Patent Application No. 14588374 is assigned to Regen by Dr. Ichim pursuant to the November 20, 2014 assignment as Application No. 14588374 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395.
On December 31, 2014 United States Patent Application No. 14588373 pertaining to the suppression of the nuclear receptor NR2F2 using compositions that induce RNA interference for use as cancer stem cell inhibitors as well as cancer stem cell pathway inhibitors was filed by Dr. Christine Ichim.
United States Patent Application No. 14588373 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395. All right, title and interest in and to the invention covered by Non-Provisional U.S. Application Serial Number 13/652,395 was assigned to Regen BioPharma, Inc. by Dr. Ichim on November 20, 2014. In addition all right, title and interest in and to the invention covered by United States Patent Application No. 14588373 is assigned to Regen by Dr. Ichim pursuant to the November 20, 2014 assignment as Application No. 14588373 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395.
On March 3, 2015 Regen entered into an agreement (“Agreement”) with Dr. Thomas Ichim whereby Dr. Thomas Ichim would sell, assign, transfer and set over to Regen all rights, title and interest in and to the invention as described and claimed in the United States Patent Number: 8,263,571, dated September 11, 2011, titled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for consideration consisting of $9,000 and 1,000,000 shares of Regen’s Series A Preferred stock.
On June 8, 2015 Regen Biopharma, Inc. (the “Company”) entered into an agreement with Dr. Santosh Kesari (“Agreement”).
Pursuant to the terms and conditions of the Agreement
| (a) | Dr. Kesari shall conduct , for the benefit of the Company, certain experiments intended to demonstrate in vitro efficacy of human indolamine 2,3 deoxygenase small interfering RNA in the human Dendritic Cell in vitro model. These experiments are intended to provide a response to requests for information by the United States Food and Drug Administration (“FDA”) with regard to Investigational New Drug Application (“IND”) #16200 submitted by the Company to the FDA for the Company’s planned Phase I/II clinical trial assessing safety with signals of efficacy of the Company’s dCellVax gene silenced dendritic cell immunotherapy for treating breast cancer | |
| (b) | Dr. Kesari shall assist the Company in the preparation of an IND to be submitted to the FDA with regard to the marketing of the Company’s proprietary product “DCellVax” as a treatment for gliomas such a assistance to be provided for a period of no less than twelve months from the execution date of the Agreement. |
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Consideration to Dr. Kesari shall consist of the following:
| (a) | Dr. Kesari shall receive that number of common shares of the Company, valued as of the closing price on the OTCBB as of the date of execution of this Agreement, which shall equal $66,000 USD (“Signing Shares”). One half of the Signing Shares to be issued shall be registered under the Securities Act of 1933 on Form S-8. |
| (b) | Upon completion of the studies required to be performed by Dr. Kesari pursuant to the Agreement and successful demonstration of silencing of indolamine 2,3 deoxygenase in human dendritic cells Dr. Kesari shall be entitled to receive that number of common shares of the company, valued as of the closing price on the OTCBB as of the date that successful demonstration of silencing is presented to the Company by the Dr. Kesari (“Milestone Date”) , which shall equal $66,000 USD (“Milestone Shares”). ”). One half of the Signing Shares to be issued shall be registered under the Securities Act of 1933 on Form S-8. |
| (c) | Upon the date of submission to the FDA of a response, prepared by the Dr. Kesari, providing evidence of vitro and/or in vivo confirmation of efficacy of the human siRNA sequences proposed for the clinical trial with regard to IND# 16200 for a proposed Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast cancer ( “Response Date”) Dr. Kesari shall be entitled to receive that number of common shares of the company, valued as of the closing price on the OTCBB as of the Response Date which shall equal $66,000 USD (“Response Date Shares”). One half of the Response Date Shares to be issued shall be registered under the Securities Act of 1933 on Form S-8. |
On December 15, 2015 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with the National Center for Advancing Translational Sciences (“NCATS”), which is a component of the National Institutes of Health (“NIH”), an agency of the U.S. Department of Health and Human Services , pursuant to the following terms and conditions:
Regen and NCATS shall collaborate to screen for small molecule compounds that activate or inhibit the orphan nuclear receptor, NR2F6 (“Research Project”).
NR2F6 orphan nuclear receptor cell lines will be provided by Regen.
NPC and LOPAC compound libraries will be used to screen this receptor at NCATS.
Inventions made in the course of the Research Project will be owned by the Party employing the inventor or inventors. Inventions that are invented jointly by employees of both Parties will be owned jointly.
The Parties, moreover, agree to enter into an inter-institutional agreement with respect to joint inventions, which shall authorize Regen to have primary control and responsibility for any patenting and commercialization activities and shall be negotiated in good faith based on the respective parties’ contributions to each Joint Invention.
The term of this Agreement is for 3 years from December 16, 2015. This Agreement may be extended as mutually agreed by the Parties. This Agreement may be terminated upon thirty days written notice by the terminating Party to the other Party.
On February 16, 2016 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Eli Lilly and Company (“Lily”) . Pursuant to the Agreement, Regen shall become a participant in Lily’s Open Innovation Drug Discovery Program. Pursuant to the Agreement, Regen may submit Structural Information for one or more compounds or mixtures of compounds for Informatics Screening to generate the Informatics Profile. Lilly will provide Regen with the Informatics Profile.
“Informatics Screening” is defined in the Agreement to mean the diversity evaluation, in silico calculations and evaluation of physical properties and molecular descriptors based upon the Structural Information supplied by Regen to Lilly
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“Informatics Profile” is defined in the Agreement to mean results from the Informatics Screening diversity evaluation and the results from the in silico calculations and evaluations of physical properties and molecular descriptors.
The Agreement also grants to Lily an option to negotiate an agreement with Regen including but not restricted to a compound purchase agreement, a license agreement, or a research collaboration agreement for further research and development of “Material” (collectively the “Research Opportunities”). The option shall expire sixty (60) days (the “Option Period”) after Lilly has received the “Chemical Structure” for the subject Material from Regen pursuant to a Structure Reveal Letter. The option may be exercised by Lilly in writing at any time prior to its expiration. The option period may be extended by mutual written agreement of the parties.
“Material” is defined in the Agreement as a physical sample of the compound or mixture of compounds corresponding to the information, in whatever form, identifying a compound or mixture of compounds submitted by Regen to the OIDD Program for Informatics Screening Structural Information for which Lilly has requested for evaluation in the Open Innovation Drug Discovery Program (“OIDD”) Program.
“Chemical Structure” is defined in the Agreement the chemical name and/or structure of the Material.
“Structure Reveal Letter” is defined in the Agreement as written notification by Lilly to Regen requesting the Chemical Structure and related information of a Material.
The term of the Agreement shall commence on February 16, 2016 and shall continue until:
1. the termination of the Open Innovation Drug Discovery Program by Lilly upon thirty (30) days written notice to Regen;
2. termination by Lilly upon thirty (30) days written notice to Regen;
3. replacement with a revised Program Agreement signed by the parties; or
4. the termination of Regen’s participation in the Open Innovation Drug Discovery Program and the Agreement by thirty (30) days written notice to Lilly.
On November 9, 2016 the Company formed Checkpoint Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of the Company.
Principal Products and Services
HemaXellarate I
The Company has begun development of HemaXellerate I, a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia (reduction in the number of blood cells and platelets).
Adipose tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue cells that can differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of blood vessels and lymphatic vessels and which play a vital role in angiogenesis ( the physiological process through which new blood vessels form from pre-existing vessels).
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The isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood and the bone marrow.
On February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I clinical trial assessing HemaXellerate I I in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous SVF cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication for which it has such designation, the product is entitled to a seven year period of marketing exclusivity, which precludes the FDA from approving another marketing application for the same drug for that time period. The sponsor of the product would also be entitled to a United States federal tax credit equal to 50% of clinical investigation expenses as well as exemptions from certain fees.
The Company believes that this application of HemaXellerate I qualifies for Orphan designation under the Orphan Drug Act due to the fact that aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to the FDA for Orphan designation for HemaXellerate.
On December 10, 2015 Regen was informed by the United States Food and Drug Administration that Regen has satisfactorily addressed all clinical hold issues related to Regen’s Investigational New Drug Application for HemaXellerate I and may initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
HemaXellerate II
Also in early stage development by the Company is a version of HemaXellerate called HemaXellerate II.
HemaXellerate II is intended to be a universal donor endothelial cell based therapeutic and is intended to be manufactured by obtaining cells from a part of the placenta called the “vascular lobules”. The cells are processed and utilized for the purpose of stimulating bone marrow hematopoetic stem cell repair and proliferation. The mechanism of action for HemaXellerate II is similar to HemaXellerate I whereby the harvested and processed cells would produce growth factors which would mediate the therapeutic effects of the product. The Company has not begun preclinical development of HemaXellerate II as of December 29, 2015.
The therapeutic concept behind the HemaXellerate products derives from intellectual property licensed to the Company by Oregon Health& Science University (US patent No. 6,821,513 “Method for enhancing hematopoiesis” issued Nov. 23, 2004) pursuant to an agreement entered into by the parties on June 5, 2013. This agreement was terminated by mutual consent on August 8, 2013 due to the fact that US patent No. 6,821,513 had expired due to nonpayment of the required maintenance fees by Oregon Health & Science University. The Company has been informed by its counsel and believes that the expiration of US patent No. 6,821,513 signifies that no party can be sued for future infringement based on the patent. Thus the Company is free to practice the claimed methods recited in the expired patent in the future without being liable for patent infringement based on the patent.
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dCell Vax
dCellVax is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA that has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently reimplanted in the cancer patient.
The dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of tumor cells which produce factors which cause the dendritic cell to express the IDO. Expression of IDO on the dendritic cell halts the dendritic cell from activating T cells and causes the dendritic cell to suppress T cells. T lymphocytes (‘T cells”) are a lymphocyte that play a central role in the human immune system’s attempt to eradicate tumors. The Company has filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast cancer. The proposed trial will recruit 10 patients with metastatic breast cancer and will involve 4 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The trial is anticipated to l last one year, with tumor assessment before therapy and at 6 and 12 months.
The concepts utilized in formulating dCellVax are derived
| (a) | from patented intellectual property acquitted by the Company from Dr. Wei Ping Min which is method directed to the silencing of immunosuppressive cancer causing genes using short interfering RNA (siRNA) and which has been granted patent protection under US Patent # 8,389,708 |
| (b) | from patented intellectual property licensed to the Company by Benitec. |
NR2F6
Regen has been assigned intellectual property with regard to the gene NR2F6 . It is believed by the Company that NR2F6 expression leads to the shutting down of the immune system’s natural ability to kill cancerous cells. The Company believes that identification of a small molecule which could inhibit this receptor would potentially provide an avenue for immunotherapy of cancer.
Tcellvax
Tcellvax is intended to be an autologous cellular product comprised of NR2F6 gene-silenced peripheral blood mononuclear cells. It has been demonstrated that mice genetically deficient for NR2F6 are capable of immunologically rejecting tumors. The Company has filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a clinical trial .The proposed clinical trial would be a single center, open label, non-randomized Phase I/II trial to test the safety and efficacy of autologous peripheral blood mononuclear cells that have been gene-silenced for NR2F6 using short interfering RNA (siRNA)
Small Molecules
The Company is also actively identifying small molecules via a high throughput screening program that inhibit NR2F6 leading to immune cell activation for oncology applications.
On December 15, 2015 Regen entered into an agreement (“Agreement”) with the National Center for Advancing Translational Sciences (“NCATS”), which is a component of the National Institutes of Health (“NIH”), an agency of the U.S. Department of Health and Human Services whereby Regen and NCATS shall collaborate to screen for small molecule compounds that activate or inhibit the orphan nuclear receptor, NR2F6.
Regen will be required to obtain approval from the FDA in order to market any of Regen’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. We can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.
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Distribution methods of the products or services:
It is anticipated that Regen will enter into licensing and/or sublicensing agreements with outside entities in order that Regen may obtain royalty income on the products and services which it may develop and commercialize.
Competitive business conditions and Regen's competitive position in the industry and methods of competition
We are recently formed and have yet to achieve revenues or profits. The pharmaceutical and biologics industries in which we intend to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do.
We intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in order that we can concentrate our resources on projects in which products and services in which we have the greatest potential to secure a competitive advantage may be developed and commercialized .
To that effect, we have established a Scientific Advisory Board of (the Advisory Board) comprised of individuals who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us in (a) determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to initiate and complete a project in the most cost effective and rapid manner.
Members of the Advisory Board include as follows:
Dr. Weiping Min, M.D., PhD
Dr. Min is currently a Professor, Department of Surgery at the University of Western Ontario. Dr. Min obtained his MD from Jiangxi Medical University, China, in 1983 and his Ph.D.in Immunology from Kyushu University, Japan. Dr. Min has completed postdoctoral training at the Department of Medical Microbiology and Immunology, University of Alberta and the Department of Immunology, University of Toronto.
Dr. Min has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, Bio Matrix Scientific Group, Inc. (“BMSN”) has agreed to issue to Dr. Min 200,000 of the common shares of BMSN.
David James Graham White, M.D., Ph.D.
Dr. White currently serves as Novartis/Stiller Professor of Xenotransplantation at the University of Western Ontario ( to which he was appointed in 2000) and is a member of British Transplantation Society, the British Society of Immunologists, the Transplantation Society, the European Society of Organ Transplantation, the Royal College of Pathologists and the Athenaeum. Dr. White obtained a B.Sc. degree from the University of Surrey and M.D. and Ph.D. degrees from Cambridge University.
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Dr. White has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, BMSN has agreed to issue to Dr. White 200,000 of the common shares of BMSN.
David A. Suhy, PhD
Dr. Suhy currently serves as Vice President of Research and Development at Tacere Therapeutics, a position he has held since October 2012. From April 2008 to October 2012 Dr. Suhy served as Director of Research and Development at Tacere Therapeutics. Dr. Suhy was one of the inventors of Tacere Therapeutics’ TT-033 and has directed development of the TT-03x series of compounds which target the Hepatitis C virus (HCV) through to Investigational New Drug enabling studies.
Dr. Suhy obtained a Bachelor’s Degree in biochemistry from the University of Pittsburgh in 1990 and a PhD in Biochemistry, Molecular Biology and Cell Biology from Northwestern University in 1996. Dr. Suhy conducted his post-doctoral work at Stanford University (Post Doctoral Fellow, Microbiology & Immunology) between 1996 and 1999.
Dr. Suhy has served on the Advisory Board since September 11, 2013. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, BMSN has agreed to issue to Dr. White 500,000 of the common shares of BMSN.
Dr. Amit Patel, MD MS
Dr. Patel currently serves as an associate professor in the Division of Cardiothoracic Surgery at the University of Utah School of Medicine and Director of Clinical Regenerative Medicine and Tissue Engineering at the University of Utah and and been involved in over 17 FDA trials in the area of cellular therapy.
Dr. Patel has served on the Advisory Board since October 12, 2014. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Patel 136,000 common shares of Regen.
Dr. Boris Minev, MD
Dr. Minev is Director of Immunotherapy and Translational Oncology at Genelux Corporation studying the phenotype and characterization of metastasized cancer stem cells in circulation. Dr. Minev previously worked as the Principal Investigator at the Laboratory of Tumor Immunology and Immunotherapy at the Moores UCSD Cancer Center
Dr. Minev has served on the Advisory Board since March 17,2015. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Minev 100,000 shares of Regen’s Series A Preferred Stock.
Dr. Hinrich Gronemeyer
Dr. Hinrich Gronemeyer is a research director at the Institute of Genetics, Cellular & Molecular Biology (IGBMC) in Strasbourg-Illkirch. Dr. Gronemeyer is a Research Director (Class 'Exceptional') of the French National Institute of Health and Medical Research (INSERM) and was Privatdozent at the University Karlsruhe. Hinrich Gronemeyer had extensive collaborations with the pharmaceutical industry (Bristol Myers Squibb, Roussel-Uclaf, Schering AG, etc.) and has been involved in evaluations and brainstormings of several major companies. His 189 publications received an average citation of 83.34 and an h-factor of 59.
Lorraine J. Gudas, PhD
Dr. Gudas is Chairman and Revlon Pharmaceutical Professor of Pharmacology and Toxicology of the Department of Pharmacology at Weill Cornell Medical College and is recognized as one of the world experts on nuclear receptors.
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Dr. Gudas is a member of the American Society for Pharmacology and Experimental Therapeutics and a Fellow of the American Association for the Advancement of Science. She has served a term as an elected member of the Board of Directors of the American Association of Cancer Research and as chair of the Board of Scientific Counselors of the National Institute of Diabetes and Digestive and Kidney Disorders as well as the Board of Scientific Counselors of the National Heart, Lung and Blood Institute. She has served as a member of the external advisory boards of three Cancer Centers: The Vermont Cancer Center, The Lineberger Cancer Center of U.N.C. Chapel Hill, and the University of Maryland Greenebaum Cancer Center. In 1999 she received the 2nd Annual "Women in Cancer Research" award from the American Association of Cancer Research. She is on the Editorial Boards of a number of journals, including Molecular Cancer Therapeutics, Molecular and Cellular Biology, Molecular Cancer Research and the Journal of Biological Chemistry. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Gudas 100,000 shares of Regen’s Series A Preferred Stock.
Rohit Duggal, PhD,
Dr. Dugal has 17 years of professional experience in the drug discovery field having worked at Pfizer as a leader of the cancer stem cell group. Dr. Duggal has experience in translating small molecules into clinical candidates, including development of Filibuvir, for which he was granted thePfizer Achievement Award. At Genelux Corp he established cancer stem cell program which aimed at utilization of viruses to selectively target cancer initiating cells. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Dugal 100,000 shares of Regen’s Series A Preferred Stock.
Dr. Jonathan Baell, PhD
Dr. Baell is a professor or Medicinal Chemist at Monash University (Australia). Dr. Baell is a Larkins Fellow, Co-Director of the Australian Translational Medicinal Chemistry Facility and an NHMRC Senior Research Fellow, at Monash Institute of Pharmaceutical Sciences (MIPS).
Dr. Baell has served on the Advisory Board since August 5, 2015. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Baell 100,000 shares of Regen’s Series A Preferred Stock.
William S. Blaner, PhD
Dr. Blaner is Professor of Nutritional Sciences at Columbia University where he studies the metabolism and actions of retinoids.
Dr. Santosh Kesari, MD PhD
Dr. Kesari is Director of the Neuro-Oncology Program, the Neurotoxicity Treatment Center, and the Translational Neuro-Oncology Laboratories at Moores Cancer Center and serves as Professor of Neurosciences at the UCSD School of Medicine.As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued 100,000 shares of the Company’s Series A Preferred Stock to Dr. Kesari.
Louise Purton, PhD:
Dr. Purdon is Associate Professor at the St. Vincent's Institute of Medical Research at the University of Melbourne, Co-Head of the Stem Cell Regulation Unit and Associate Director at the Institute.
Ralph Nachman, M.D.
Dr. Nachman, a hematologist, is a member of the Institute of Medicine and is a University Professor and former Chairman of Medicine at NY Presbyterian/Weill Cornell Medical Center.
Dr. Nachman has served on the Advisory Board since November 13, 2015. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Nachman 100,000 shares of Regen’s Series A Preferred Stock.
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Helen Sabzevari, Ph.D.
Dr. Sabzevari previously served as senior vice president and head of immuno-oncology, global research and early development at EMD Serono,Inc. Dr, Sabzevari is the co-founder of Compass Therapeutics, which is an antibody discovery and development company.
Stefano Bertuzzi, PhD, MPH
Dr. Bertuzzi, is currently the Executive Director of the American Society for Cell Biology and has been named Executive Director and CEO of the American Society for Microbiology, effective January 4, 2016. Before leading the American Society for Cell Biology, Dr. Bertuzzi was a senior scientific executive at the National Institutes of Health where he served as Director of the Office of Science Policy, Planning, and Communications, and as a science policy advisor to the NIH Director.
Dr.Bertuzzi has served on the Advisory Board since October 14, 2015. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Bertuzzi 100,000 shares of Regen’s Series A Preferred Stock.
Sources and availability of raw materials and the names of principal suppliers
The supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through a wide variety of sources.
Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration
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Patents:
The following is a list of patents to which a license has been granted to the Company pursuant to the Benitec Agreement:
| Title | Inventors | Country | Number |
| GENETIC CONSTRUCTS FOR DELAYING OR REPRESSING THE EXPRESSION OF A TARGET GENE (‘099”) | Graham, Rice, Waterhouse | US | 6,573,099 |
SYNTHETIC GENES AND GENETIC CONSTRUCTS COMPRISING THE SAME (Graham Family)
|
Waterhouse, Graham, Wang, Rice |
US | 8,067,383 (was 10/346,853) |
| US | 11/218,999 | ||
| US | 7754697 | ||
| US | 8048670 (was 10/759,841) | ||
| US | 8053419 (was 10/821,726) | ||
| US | 90/007,247 | ||
CONTROL OF GENE EXPRESSION WO99/49029
|
Graham, Rice, Waterhouse, Wang | AU | 743316 |
| AU | 2005211538 | ||
| AU | 2005209648 | ||
| AU | 2008249157 | ||
| BR | PI9908967.0 | ||
| BR | PI9917642.4 | ||
| CA | 2323726 | ||
| CN | 200510083325.1 | ||
| CN | 200910206175 | ||
| CZ | 295108 | ||
| EP | 1555317 (formerly patent application no. 04015041.9) | ||
| EP | 1624060 (formerly patent application no.05013010.3 | ||
| EP | 07008204.5 | ||
| EP | 10183258.2 | ||
| UK | GB 2353282 | ||
| HK | 1035742 | ||
| HG | PO5000631 | ||
| HG | PO101225 | ||
| IN | 3901/DELNP/2005 | ||
| IN | 2000/00169/DE | ||
| JP | 2000-537990 | ||
| JP | 2005-223953 | ||
| JP | 2007-302237 | ||
| JP | 2009-161847 | ||
| KR | 10-2010-7006892 Divisional of 7010419/00 | ||
| MX | PA/a/2000/008631 | ||
| MX | PA/a/2005/006838 | ||
| NZ | 506648 | ||
| NZ | 547283 | ||
| PL | P-377017 | ||
| SG | 75542 | ||
| SG | 200205122.5 | ||
| SG | 141233 | ||
| SL | 287538 | ||
| ZA | 2000/4507 | ||
| SG | 141233 |
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| Patent Name | Inventors | Country | Application/ Grant No |
| METHODS AND MEANS FOR OBTAINING MODIFIED PHENOTYPES | Waterhouse, Wang, Graham | AU | 29514/99 (760041) |
| AU | 2007201023 | ||
| CA | 2325344 | ||
| CN | ZL99805925.0 (CN1202246-C) | ||
| EP | 99910592.7 (EP1068311) | ||
| JP | 2000-543598 | ||
| NZ | 507093 | ||
| US | 09/287632 | ||
| US | 11/364183 | ||
| US | 11/841737 US20080104732. |
| Title | Inventors | Country | Number |
| GENETIC SILENCING | Graham, Rice, Murphy, Reed | JP | 2001-569332 |
| BR | PI0109269-3 | ||
| UK | GB2377221 | ||
| SG | 91678 | ||
| ZA | 2002/07428 | ||
DOUBLE-STRANDED NUCLEIC ACID
(LONG HAIR PIN) |
Graham, Rice, Roelvink, Suhy, Kolkykhalov, Harrison, Reed. | AU | 2004243347 |
| NZ | 543815 | ||
| EP | 04735856.9 | ||
| CA | 2527907 | ||
| JP | 2006-508084 | ||
| ZA | 2005/09813 | ||
| SG | 200507474-5 | ||
| IL | 172191 | ||
| US | 12/914893 Continuation of 10/861191 | ||
RNAi EXPRESSION CONSTRUCTS (single promoter)
|
Roelvink, Suhy, Kolykhalov, Couto | US | 7,803,611 |
| US | 11/883645 | ||
| CN | 200680010811.3 | ||
| HK | 08112495.7 | ||
| EP | 09015950.0 | ||
| CA | 2596711 | ||
| AU | 2006210443 | ||
| IL | 185315 | ||
| NZ | 560936 |
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The Company has also been assigned the following patents.
US Patent #8389708
METHOD
OF CANCER TREATMENT USING SIRNA SILENCING
The present invention is a method for the treatment of cancer involving tumor derived immunosuppression in a subject. The method
comprises administering to a subject one or more siRNA constructs capable of inhibiting the expression of an immunosuppressive
molecule. The invention also provides siRNA constructs and compositions.
US
Patent #9091696
MODULATION OF NR2F6 AND METHODS AND USES THEREOF
The application provides methods of modulating NR2F6 in a cell or animal in need thereof by administering an effective amount
of a NR2F6 modulator.
US Patent #8263571
Gene silencing of the brother of the regulator of imprinted sites (BORIS)
Trademarks:
Regen has been granted a Notice of Allowance from the United States Patent and Trademark Office on the following marks based on intent to use:
DCELLVAX for pharmaceutical products for the prevention and treatment of cancer;
HEMAXELLERATE for biological tissue, namely, blood, stem cells, umbilical cords and placentas for scientific and medical research use.
Royalty Agreements:
Other than obligations to make royalty payments pursuant to the Benitec Agreement and Christine Ichim Consulting Agreement the Company is party to no agreements which would require the Company to pay a royalty or license fee.
Other than pursuant to that agreement by and between the Company and Zander Therapeutics, Inc. the Company is party to no binding agreement which would require payments of any royalties or license fees to the Company.
Need for any government approval of principal products or services, effect of existing or probable governmental regulations on the business.
The US Food and Drug Administration (“FDA”) and foreign regulatory authorities will regulate our proposed products as drugs or biologics, , depending upon such factors as the use to which the product will be put, the chemical composition, and the interaction of the product on the human body. In the United States, products that are intended to be introduced into the body will generally be regulated as drugs, while tissues and cells intended for transplant into the human body will be generally be regulated as biologics.
Our domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals, an Investigational New Drug Application (“IND”) must be filed with the FDA to obtain authorization for human testing. Extensive clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans.
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Phase I
Phase 1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics of a drug. These trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The subject who receives the drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include dose-ranging, also called dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range of doses usually are a fraction of the dose that causes harm in animal testing and involve a small group of healthy volunteers. However, there are some circumstances when real patients are used, such as patients who have end-stage disease and lack other treatment options.
Phase II
Phase II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety assessments in a larger group of volunteers and patients. Phase II trials are performed on larger groups.
Phase III
Phase III trials are aimed at being the definitive assessment of how effective the product is in comparison with current best standard treatment and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the purposes of (i) "label expansion" (to show the product works for additional types of patients/diseases beyond the original use for which the drug was approved for marketing or (ii) to obtain additional safety data, or to support marketing claims for the product.
On occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance (pharmacovigilance) and ongoing technical support of a drug after it receives permission to be sold.The safety surveillance is designed to detect any rare or long-term adverse effects over a much larger patient population and longer time period than was possible during the Phase I-III clinical trials.
All phases, must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans. Each clinical study is conducted under the auspices of an independent Institutional Review Board (“IRB”). The IRB will consider, among other things, ethical factors, the safety of human subjects, and the possible liability of the institution. The time and expense required to perform this clinical testing can far exceed the time and expense of the research and development initially required to create the product. No action can be taken to market any therapeutic product in the United States until an appropriate New Drug Application (“NDA”) or Biologic License Application (“BLA”) or has been approved by the FDA. FDA regulations also restrict the export of therapeutic products for clinical use prior to NDA or BLA approval.
Even after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain approval for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use of these products during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing approval, resulting in FDA-ordered product recall, or in FDA-imposed limitations on permissible
The FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be produced in compliance with Current Good Manufacturing Practices (“cGMP”) . The FDA also regulates the content of advertisements used to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy of a product, or any advantages of a product over another product, must be supported by clinical data filed as part of an NDA or an amendment to an NDA, and statements regarding the use of a product must be consistent with the FDA approved labeling and dosage information for that product.
Sales of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country to country. Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries must be obtained prior to the commencement of marketing the product in those countries. The time required to obtain such approval may be longer or shorter than that required for FDA approval.
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Regen has filed an Investigational New Drug (IND) application with the FDA to initiate clinical trials assessing the company’s HemaXellerate I drug currently in development in patients with drug-refractory aplastic anemia. Regen has also filed an IND to initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast cancer. The clinical trials for which the INDs were submitted may not commence until approval to commence such trials has been granted to Regen by the FDA. On December 10, 2015 the Company was informed by the United States Food and Drug Administration that Regen has satisfactorily addressed all clinical hold issues related to Regen’s Investigational New Drug Application for HemaXellerate and may initiate a Phase I clinical trial assessing HemaXellerate I in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
Amount spent during the last fiscal year on research and development activities
During the fiscal year ended September 30, 2016 we expended $ 671,095 on research and development activities.
Costs and effects of compliance with environmental laws (federal, state and local)
Regen has not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to incur any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.
Number of total employees and number of full-time employees
As of December 13, 2016, Regen has 4 employees of which 4 are full time.
Item 2. Properties
On October 1, 2014 the Company entered into an agreement to sublease approximately 2,320 square feet of office space from Entest Biomedical, Inc. Entest Biomedical Inc. is under common control with the Company as the Chairman and CEO of the Company also serves as the Chairman and CEO of Entest Biomedical, Inc. the sublease was on a month to month basis and rent payable to Entest Biomedical Inc by the Company was equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such time specified in accordance with the original lease agreement between Entest Biomedical Inc and the lessor. On January 20, 2015 the sublease was amended retroactive to January 1, 2015 as follows:
The rent payable to Entest BioMedical, Inc. by the subtenant is equal to Five Thousand Dollars per month ($5,000) and is to be paid in at such time specified in accordance with the original lease agreement between the Entest BioMedical, Inc. (“Entest”) and the lessor. All charges for utilities connected with premises which are to be paid under the master lease shall be paid by Regen Biopharma, Inc. for the term of this sublease to the extent that such charges exceed the difference between the rent payable to the lessor by Entest under the master lease and the rent payable to Entest by Regen Biopharma, Inc.
This property is utilized as office space. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the subject.
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Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.
The Company’s authorized capital stock consists of the following:
Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 145,212,605 shares issued and outstanding as of December 13, 2016.
With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.
Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares issued and outstanding as of December 13, 2016 and 300,000,000 is designated Series A Preferred Stock of which 140,766,697 shares are outstanding as of December 5, 2016.
The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.
Series AA Preferred Stock
On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
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The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Series A Preferred Stock
On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).
The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.
Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.
If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.
Our common stock is traded on the OTC Bulletin Board as well as the OTCQB Tier of OTC Markets under the symbol "RGBP”. Prior to September 3, 2014 our common stock was not eligible for trading or quotation on any market or stock exchange. Below is the range of high and low bid information for our common equity for each quarter within the last two fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
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| October 1, 2014 to September 30, 2015 | HIGH | LOW | ||||||
| First Quarter | $ | .2798 | $ | .10003 | ||||
| Second Quarter | $ | .448 | $ | .081 | ||||
| Third Quarter | $ | .37 | $ | .1011 | ||||
| Fourth Quarter | $ | .26 | $ | .1002 | ||||
| October 1, 2015 to September 30, 2016 | HIGH | LOW | ||||||
| First Quarter | $ | .219 | $ | .125 | ||||
| Second Quarter | $ | .21 | $ | .1001 | ||||
| Third Quarter | $ | .1497 | $ | .0655 | ||||
| Fourth Quarter | $ | .17 | $ | .0741 | ||||
Holders
As of September 30, 2016 there were approximately 464 holders of our Common Stock.
As of September 30, 2016 there were approximately 214 holders of our Series A Preferred Stock.
As of September 30, 2016 there was 1 holder of our Series AA Preferred Stock.
Dividends
No cash dividends were paid during the fiscal year ending September 30, 2016. We do not expect to declare cash dividends in the immediate future.
Recent Sales of Unregistered Securities
Common Shares
On October 28, 2015 the Company issued 3,333,334 of its Common Shares (“Shares”) for cash consideration of $166,667.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 20, 2015 the Company issued 2,200,000 of its Common Shares (“Shares”) for cash consideration of $55,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On December 29, 2015 the Company issued 4,000,000 of its Common Shares (“Shares”) for cash consideration of $100,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On January 28, 2016 the Company issued 2,000,000 of its Common Shares (“Shares”) for cash consideration of $100,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On January 29, 2016 the Company issued 30,000 of its Common Shares (“Shares”) for cash consideration of $750.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On February 2, 2016 the Company issued 270,000 of its Common Shares (“Shares”)for cash consideration of $6,750.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On February 22, 2016 the Company issued 666,666 of its Common Shares (“Shares”) for cash consideration of $33,333.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On February 22, 2016 the Company issued 1,000,000 of its Common Shares (“Shares”) for cash consideration of $12,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On May 9, 2016 the Company issued 700,000 of its Common Shares (“Shares”) in satisfaction of $14,000 of principal indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On May 23, 2016 the Company issued 1,000,000 of its Common Shares (“Shares”)for cash consideration of $12,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On June 6, 2016 the Company issued 3,500,000 of its Common Shares (“Shares”) for cash consideration of $118,750.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On June 15, 2016 the Company issued 1,095,000 of its Common Shares (“Shares”) for cash consideration of $13,687.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On August 17, 2016 the Company issued 3,966,667 of its Common Shares (“Shares”) in satisfaction of $109,000 of principal indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On September 8, 2016 the Company issued 197,000 of its Common Shares (“Shares”)as consideration for nonemployee services
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On September 13, 2016 the Company issued 500,000 of its Common Shares (“Shares”) for cash consideration of $6,250.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On September 14, 2016 the Company issued 500,000 of its Common Shares (“Shares”)as consideration for nonemployee services
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 8, 2016 the Company issued 2,000,000 shares of its common stock (“Shares”)for cash consideration of $50,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 8, 2016 the Company issued 1,000,000 shares of its common stock (“Shares”) for cash consideration of $12,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 8, 2016 the Company issued 2,000,000 shares of its common stock (“Shares”) for cash consideration of $50,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On November 8, 2016 the Company issued 500,000 shares of its common stock (“Shares”)for cash consideration of $12,500
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On December 19, 2016 the Company issued 1,000,000 shares of its common stock (“Shares”)for cash consideration of $16,667
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares
On December 19, 2016 the Company issued 3,000,000 shares of its common stock (“Shares”)for cash consideration of $37,500
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares
On December 19, 2016 the Company issued 500,000 shares of its common stock (“Shares”)for cash consideration of $12,500
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On December 19, 2016 the Company issued 1,500,000 shares of its common stock (“Shares”)for cash consideration of $37,500
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares
On December 19, 2016 the Company issued 1,700,000 shares of its common stock (“Shares”) for cash consideration of $42,500
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
Series A Preferred Stock
On October 28, 2015 the Company issued 1,666,667 shares of its Series A Preferred stock (“Shares”) for cash consideration of $83,333.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On October 28, 2015 the Company issued 11,000,000 shares of its Series A Preferred stock (“Shares”)to Dr. Harry Lander, the Company’s President and Chief Scientific Officer, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander and Regen dated October 9, 2015.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 20, 2015 the Company issued 2,200,000 shares of its Series A Preferred stock (“Shares”)
for cash consideration of $55,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On November 20, 2015 the Company issued 400,000 shares of its Series A Preferred stock (“Shares”) as consideration for nonemployee services.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On December 29, 2015 the Company issued 4,000,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $100,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On January 28, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock(“Shares”) for cash consideration of $50,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On January 29, 2016 the Company issued 300,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $7,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On February 22, 2016 the Company issued 333,333 shares of its Series A Preferred stock (“Shares”)for cash consideration of $16,666.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On March 22, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $37,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On April 7, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock (“Shares”) in satisfaction of $10,000 of principal indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate..
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Todd Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On May 23, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $37,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On June 6, 2016 the Company issued 5,500,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $106,250.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On June 15, 2016 the Company issued 3,285,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $41,062.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On July 27, 2016 the Company issued 100,000 shares of its Series A Preferred stock (“Shares”)as consideration for nonemployee services
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On August 16, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $25,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On August 22, 2016 the Company issued 4,000,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $50,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On September 13, 2016 the Company issued 1,500,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $18,750.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 8, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $50,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 8, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $12,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On December 19, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $33,333.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On December 19, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $37,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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On December 19, 2016 the Company issued 500,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $12,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On December 19, 2016 the Company issued 1,500,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $37500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On December 19, 2016 the Company issued 1,700,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $42,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 8, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $50,000.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 8, 2016 the Company issued 500,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $12,500.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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Convertible Debt
On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.
The Note was issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Note was sold directly through our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer and Sale of the Note.
The Note contained a provision that until such time as the shares of stock issuable upon conversion of the Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of stock issuable upon conversion of the Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a restrictive legend.
On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.
The Note was issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Note was sold directly through our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer and Sale of the Note.
The Note contained a provision that until such time as the shares of stock issuable upon conversion of the Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of stock issuable upon conversion of the Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a restrictive legend.
On August 26, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Note was issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Note was sold directly through our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer and Sale of the Note.
The Note contained a provision that until such time as the shares of stock issuable upon conversion of the Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of stock issuable upon conversion of the Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a restrictive legend.
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On September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Note was issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Note was sold directly through our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer and Sale of the Note.
The Note contained a provision that until such time as the shares of stock issuable upon conversion of the Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of stock issuable upon conversion of the Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a restrictive legend.
On September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Note was issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Note was sold directly through our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer and Sale of the Note.
The Note contained a provision that until such time as the shares of stock issuable upon conversion of the Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of stock issuable upon conversion of the Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a restrictive legend.
Use of Proceeds
With regard to all securities sold for cash consideration described above, Cash proceeds received from sale will be utilized by Regen for general corporate purposes
Item 6. Selected Financial Data
As we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
As of September 30, 2016, we had Cash in the amount of $ 24,822 and as of September 30, 2015 we had Cash in the amount of $38,620.
The decrease in Cash of approximately 35.7% is attributable to funds expended in the operation of the Company’s business offset by:
| (a) | Net Cash Borrowings from unaffiliated lenders of $53,696 |
| (b) | Common Stock of the Issuer sold for cash consideration of $626,188 |
| (c) | Series A Preferred Stock of the Issuer sold for cash consideration of $628,563 |
| (d) | $50,000 deposited with the Company by an unaffiliated investor pursuant to an agreement (“Agreement”) whereby the investor agreed to buy and the Company agreed to sell 1,000,000 Units for consideration of $50,000. Each Unit issuable pursuant to the Agreement shall consist of one share of the Company’s common stock and three shares of the Company’s Series A Preferred Stock. During the quarter ended September 30, 2016 the outside investor paid consideration to the Company of $50,000 for One Million Units. As of September 30, 2016 the securities issuable pursuant to the Agreement have not been issued. |
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As of September 30, 2016 we had Prepaid Expenses of $ 69,905 and as of September 30, 2015 we had Prepaid Expenses of $10,000.
The increase in Prepaid Expenses of approximately 599% is primarily attributable to:
| (a) | Recognition of the fair market value of stock that was issued to a consultant to the Company as prepayment for services to be rendered, such fair market value being $68,905, |
| (b) | $1,000 in salary having been prepaid to an employee during the quarter ended December 31, 2015. |
Offset by:
$10,000 of salary prepaid to the Company’s former Chief Scientific Officer having been reclassified during the quarter ended December 31, 2015 as amounts Due from Former Employee as a result of the resignation of the Company’s former Chief Scientific Officer during the quarter ended December 31, 2015
As of September 30, 2016 we had Accounts Receivable of $ 83,000 and as of September 30, 2015 we had Accounts Receivable of $0.
The increase in Accounts Receivable is attributable to the recognition by Regen of $100,000 in revenue during the quarter ended September 30,2016 such revenue consisting of a $100,000 fee (“Fee”) due and payable to the Company by Zander Therapeutics, Inc. pursuant to the terms and conditions of an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years offset by a partial payment of $17,000 paid to the Company by Zander during the quarter ended September 30,2016. Zander is a wholly owned subsidiary of Entest Biomedical, Inc. The Company, Zander and Entest Biomedical, Inc. are under common control.
As of September 30, 2016 we had Accrued Interest Receivable of $2,578 and as of September 30, 2015 we had Accrued Interest Receivable of $1,381.
The increase in Accrued Interest Receivable of 86.6 is attributable to interest accrued but not yet paid on funds loaned to Entest Biomedical, Inc. by the Company.
As of September 30 2016 we had Amounts Due from Former Employee of $15,000 and as of September 30, 2015 we had Amounts Due from Former Employee of $0.
The increase in Amounts Due from Former Employee is attributable to:
$10,000 of salary prepaid to the Company’s former Chief Scientific Officer having been reclassified during the quarter ended December 31, 2015 as amounts Due from Former Employee as a result of the resignation of the Company’s former Chief Scientific Officer during the quarter ended December 31, 2015.
$5,000 overpayment of salary due to the Company’s former Chief Scientific Officer during the quarter ended December 31, 2015.
As of September 30, 2016 we had Available for Sale Securities of $112,000 and as of September 30, 2015 we had Available for Sale Securities of $158,400
The decrease in Available for Sale Securities of 29.2 % is attributable to unrealized losses recognized on 8,000,000 common shares of Entest Biomedical, Inc. owned by the Company.
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As of September 30, 2016 we had Accounts Payable of $240,759 and as of September 30, 2015 we had Accounts payable of $25,854.
The increase in Accounts Payable of approximately 831% is attributable to increases in outstanding obligations of the Company incurred in the course of business.
As of September 30,2016 we had Notes Payable of $143,447 and as of September 30, 2015 we had Notes Payable of $222,751.
The decrease in Notes Payable of approximately 35% is attributable to:
| (a) | The repayment of $141,401 of principal indebtedness during the twelve months ended September 30, 2016 |
| (b) | The satisfaction of $133,000 of principal indebtedness through the issuance of Regen’s equity securities during the twelve months ended September 30, 2016 |
offset By borrowings of $195,097 during the twelve months ended September 30, 2016.
As of September 30, 2016 we had Accrued Payroll Taxes of $33,040 and as of September 30, 2015 we had Accrued Payroll Taxes of $1,940.
The increase in Accrued Payroll Taxes of approximately 1603% is attributable to payment by the Company of employer tax obligations incurred but unpaid.
As of September 30, 2016, we had Accrued Payroll of $263,996 and as of September 30, 2015 we had Accrued Payroll of $36,001
The increase in Accrued Payroll of approximately 633% is attributable to :
| (a) | $105,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the twelve months ended September 30, 2016 |
| (b) | $94,500 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the twelve months ended September 30, 2016 |
| (c) | $28,495 in salary expense due to the Company’s President incurred but unpaid during the twelve months ended September 30, 2016. |
As of September 30, 2016 we had Accrued Interest of $43,918 and as of September 30, 2015 we had Accrued Interest of $21,093.
The increase in Accrued Interest of approximately 108.2% is attributable to interest expense on Notes Payable and Convertible Notes Payable incurred during the twelve months ended September 30, 2016 but not yet paid.
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As of September 30,2016 we had Convertible Notes Payable of $300,000 and as of September 30, 2015 we had Convertible Notes Payable of $0.
The increase in Convertible Notes Payable is attributable to
(a) the issuance by the Company of a convertible note in the face amount of $100,000 during the quarter ended March 31, 2016.
(b) the issuance by the Company of a convertible note in the face amount of $50,000 during the quarter ended June 30, 2016.
(c) the issuance by the Company of convertible notes in the face amount of $150,000 during the quarter ended September 30, 2016.
As of September 30, 2016 we had Amounts due to Shareholder of $50,000 and as of September 30, 2015 we had Amounts Due to Shareholder of $0.
Amount due to Shareholder of $50,000 as of September 30, 2016 is attributable to the following:
On July 13, 2016 the Company entered into an agreement (“Agreement”) with an outside investor whereby the investor agreed to buy and the Company agreed to sell 1,000,000 Units for consideration of $50,000. Each Unit issuable pursuant to the Agreement shall consist of one share of the Company’s common stock and three shares of the Company’s Series A Preferred Stock. During the quarter ended September 30, 2016 the outside investor paid consideration to the Company of $50,000 for One Million Units. As of September 30, 2016 the securities issuable pursuant to the Agreement have not been issued.
As of September 30, 2016 we had Accrued Rent of $15,000 and as of September 30, 2015 we had Accrued Rent of $10,000.
The increase in Accrued Rent of 50% is attributable to Rental Expenses accrued but unpaid for the months of July 2016, August 2016, and September 2016.
Material Changes in Results of Operations
Revenues from continuing operations were $192,000 for the fiscal year ended September 30, 2015 and $100,000 for the fiscal year ended September 30, 2016. Net losses were$11,195,147 for the fiscal year ended September 30, 2015 and $7,750,594 for the same year ended 2016.
The decrease in Net Losses of 30.7 % is primarily attributable to
| (a) | $9,191,857 of expenses recognized during the twelve months ended September 30, 2015 resulting from the issuance for less than fair value of equity in satisfactions of indebtedness as opposed to $4,748,408 of expenses recognized during the twelve months ended September 30, 2016 resulting from the issuance for less than fair value of equity in satisfactions of indebtedness. |
| (b) | $3,475 of expenses recognized during the twelve months ended September 30, 2015 resulting from Preferred Shares issued pursuant to contractual obligations. |
Offset by increases in Research and Development Related expenses, General and Administrative Expenses, Consulting and Professional Fees , Interest Expense and expenses related to amortization of Beneficial Conversion Features recognized as a result of the issuance of Convertible Debt during the twelve months ended September 30, 2016.
As of September 30, 2016 we had $24,822 cash on hand and current liabilities of $799,201 such liabilities consisting of Accounts Payable, Notes Payable, Amounts Due to Shareholder and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.
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The Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts. As of February 19, 2014 The Company has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34) grant which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for Small Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of the National Institute of Health as grants for which the Company intends to apply.
We cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances. During the twelve months ended September 30, 2016 the Company raised $300,000 through the issuance of convertible debt and $1,254,751 through the issuance of equity securities.
As of December 13, 2016 we are not party to any binding agreements which would commit Regen to any material capital expenditures.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.
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Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Regen BioPharma, Inc.
We have audited the accompanying balance sheets of Regen BioPharma, Inc. as of September 30, 2016 and the related statements of operations, comprehensive income, stockholders’ equity (deficit), and cash flows for the period ended September 30, 2016. Regen BioPharma, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regen BioPharma, Inc. as of September 30, 2016 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has negative working capital at September 30, 2016, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ AMC Auditing
AMC Auditing
Las Vegas, Nevada
December 15, 2016
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Regen BioPharma, Inc.
We have audited the accompanying balance sheets of Regen BioPharma, Inc. as of September 30, 2014 and 2015, and the related statements of operations, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended September 30, 2015. Regen BioPharma, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regen BioPharma, Inc. as of September 30, 2014 and 2015, and the results of its operations and cash flows for each of the years in the two-year period ended September 30, 2015 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has negative working capital at September 30, 2015, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
January 4, 2016
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| REGEN BIOPHARMA , INC. | ||||||||||||
| BALANCE SHEET | ||||||||||||
| As of | As of | |||||||||||
| September 30, 2016 | September 30, 2015 | |||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash | 24,822 | 38,620 | ||||||||||
| Accounts Receivable | 83,000 | |||||||||||
| Note Receivable | 12,051 | 12,051 | ||||||||||
| Prepaid Expenses | 69,905 | 10,000 | ||||||||||
| Accrued Interest Receivable | 2,578 | 1,381 | ||||||||||
| Due from Former Employees | 15,000 | |||||||||||
| Total Current Assets | 207,356 | 62,052 | ||||||||||
| OTHER ASSETS | ||||||||||||
| Available for Sale Securities | 112,000 | 158,400 | ||||||||||
| Total Other Assets | 112,000 | 158,400 | ||||||||||
| TOTAL ASSETS | 319,356 | 220,452 | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current Liabilities: | ||||||||||||
| Bank Overdraft | 0 | 0 | ||||||||||
| Accounts payable | 240,759 | 25,854 | ||||||||||
| Notes Payable | 143,447 | 222,751 | ||||||||||
| Accrued payroll taxes | 33,040 | 1,940 | ||||||||||
| Accrued Interest | 43,918 | 21,093 | ||||||||||
| Accrued Rent | 15,000 | 10,000 | ||||||||||
| Accrued Payroll | 263,996 | 36,001 | ||||||||||
| Due to Shareholder | 50,000 | |||||||||||
| Convertible Notes Payable | 9,041 | |||||||||||
| Total Current Liabilities | 799,201 | 317,639 | ||||||||||
| Long Term Liabilities: | ||||||||||||
| Convertible Notes Payable | 107,057 | |||||||||||
| Total Long Term Liabilities | 107,057 | |||||||||||
| Total Liabilities | 906,258 | 317,639 | ||||||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||
| Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 139,712,605 shares issued and outstanding September 30, 2016 | 13,970 | 11,474 | ||||||||||
| Preferred Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of September 30, 2016 and September 30, 2015 respectively | ||||||||||||
| Series A Preferred 90,000,000 Authorized and 300,000,000 authorized, 60,981,697 and 135,266,697 outstanding as of September 30, 2105 and September 30, 2016 respectively | 13,527 | 6,098 | ||||||||||
| Series AA Preferred $0.0001 par value 600,000 authorized and 30,000 outstanding as of September 30, 2015 and September 30, 2016 | 3 | 3 | ||||||||||
| Additional Paid in capital | 18,961,259 | 11,663,905 | ||||||||||
| Contributed Capital | 728,658 | 728,658 | ||||||||||
| Retained Earnings (Deficit) accumulated during the development stage | (20,224,319 | ) | (12,473,725 | ) | ||||||||
| Accumulated Other Comprehensive Income | (80,000 | ) | (33,600 | ) | ||||||||
| Total Stockholders' Equity (Deficit) | (586,902 | ) | (97,187 | ) | ||||||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 319,356 | 220,452 | ||||||||||
| The Accompanying Notes are an Integral Part of These Financial Statements | ||||||||||||
| 42 |
| REGEN BIOPHARMA , INC. | ||||||||||||
| STATEMENT OF OPERATIONS | ||||||||||||
| Year Ended | Year Ended | |||||||||||
September 30, 2016 | September 30, 2015 | |||||||||||
| REVENUES | 100,000 | 192,000 | ||||||||||
| COST AND EXPENSES | ||||||||||||
| Research and Development | 671,095 | 282,295 | ||||||||||
| General and Administrative | 1,664,250 | 1,314,208 | ||||||||||
| Consulting and Professional Fees | 661,617 | 516,701 | ||||||||||
| Rent | 60,000 | 58,071 | ||||||||||
| Total Costs and Expenses | 3,056,962 | 2,171,275 | ||||||||||
| OPERATING LOSS | (2,956,962 | ) | (1,979,275 | ) | ||||||||
| OTHER INCOME & (EXPENSES) | ||||||||||||
| Interest Income | 1,197 | 1,148 | ||||||||||
| Refunds of amount previously paid Interest Expense | (27,824 | ) | (21,688 | ) | ||||||||
| Interest Expense attributable to Amortization of Discount | (18,597 | ) | ||||||||||
| Loss on issuance of common shares for less than fair value | (4,748,408 | ) | (9,191,857 | ) | ||||||||
| Preferred shares issued pursuant to contractual obligations | (3,475 | ) | ||||||||||
| TOTAL OTHER INCOME (EXPENSE) | (4,793,633 | ) | (9,215,872 | ) | ||||||||
| NET INCOME (LOSS) | (7,750,594 | ) | (11,195,147 | ) | ||||||||
| BASIC AND FULLY DILUTED | ||||||||||||
| EARNINGS (LOSS) PER SHARE | (0.0606 | ) | (0.1270 | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON | ||||||||||||
| SHARES OUTSTANDING | 127,840,131 | 88,185,098 | ||||||||||
| The Accompanying Notes are an Integral Part of These Financial Statements | ||||||||||||
| 43 |
| REGEN BIOPHARMA, INC. | ||||||||
| STATEMENT OF COMPREHENSIVE INCOME | ||||||||
| Year Ended September 30 | ||||||||
| 2016 | 2015 | |||||||
| Net Income (Loss) | $ | (7,750,594 | ) | $ | (11,195,147 | ) | ||
| Add: | ||||||||
| Unrealized Gains on Securities | ||||||||
| Less: | ||||||||
| Unrealized Losses on Securities | (46,400 | ) | (33,600 | ) | ||||
| Total Other Comprehensive Income (Loss) | (46,400 | ) | (33,600 | ) | ||||
| Comprehensive Income | $ | (7,796,994 | ) | (11,228,747 | ) | |||
| The Accompanying Notes are an Integral Part of These Financial Statements | ||||||||
| 44 |
| REGEN BIOPHARMA , INC. | ||||||||||||||||||||||||||||||||||||||||||||||||
| Statement of shareholder's equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| For the years ended September 30, 2015 and 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred | Series AA Preferred | Common | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Retained Earnings | Contributed Capital | Accumulated Other Comprehensive Income | Total | ||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2014 | 51,907,917 | 5,191 | 485,097 | (1,278,577 | ) | 658,658 | (129,631 | ) | ||||||||||||||||||||||||||||||||||||||||
| Common Stock issued to Consultant 10/30/2014 | 136,000 | 14 | 22,426 | 22,440 | ||||||||||||||||||||||||||||||||||||||||||||
| Contributed Capital October 1, 2014 to December 31, 2014 | 65,000 | 65,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss October 1, 2014 to December 31, 2014 | (219,191 | ) | (219,191 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2014 | 0 | 0 | 0 | 0 | 52,043,917 | 5,205 | 507,523 | (1,497,768 | ) | 723,658 | (261,382 | ) | ||||||||||||||||||||||||||||||||||||
| Restricted Stock award issued to Employee 2/13/2015 | 9,000,000 | 900 | (900 | ) | 0 | |||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock award issued to Employee 2/13/2015 | 7,500,000 | 750 | (750 | ) | 0 | |||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock award issued to Employee 2/13/2015 | 6,000,000 | 600 | (600 | ) | 0 | |||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock award issued to Employee 2/13/2015 | 2,500,000 | 250 | (250 | ) | 0 | |||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for Debt | 10,000 | 1 | 1,999 | 2,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for services 3/6/2015 | 500,000 | 50 | 139,950 | 140,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for services 3/6/2015 | 227,632 | 23 | 63,716 | 63,739 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for debt March 6, 2015 | 19,932,520 | 1,993 | 556,582 | 558,575 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for debt March 9, 2015 | 6,249,599 | 625 | 174,375 | 175,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued as dividend 3/11/2015 | 10,395,217 | 1,040 | (1,040 | ) | 0 | |||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for debt March 17,2015 | 1,785,714 | 179 | 49,821 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for debt March 26,2015 | 3,571,429 | 357 | 99,643 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock award issued to Employees 3/17/2015 | 10,000,000 | 1,000 | (1,000 | ) | 0 | |||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued for Purchase of Patent | 1,000,000 | 100 | 100 | |||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued pursuant to contractual obligations 3/17/2015 | 31,538,862 | 3,154 | 3,154 | |||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued for Debt | 20,000 | 2 | 3,998 | 4,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued to Consultants for Services 3/26/2015 | 4,200,000 | 420 | 420 | |||||||||||||||||||||||||||||||||||||||||||||
| Loss on Issuance of Securities for Less than fair value recognized during quarter | 8,179,432 | 8,179,432 | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award compensation expense recognized during Quarter ended march 31, 2015 | 132,603 | 132,603 | ||||||||||||||||||||||||||||||||||||||||||||||
| Contributed Capital January 1, 2015 to March 31, 2015 | 20,000 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss for the quarter ended March 31, 2015 | (8,812,902 | ) | (8,812,902 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2015 | 57,134,079 | 5,714 | 30,000 | 3 | 109,310,811 | 10,932 | 9,905,102 | (10,310,670 | ) | 743,658 | 354,739 | |||||||||||||||||||||||||||||||||||||
| common Shares issued for debt 4/14/2015 | 1,428,571 | 143 | 39,857 | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued pursuant to contractual obligations 4/14/2015 | 1,428,571 | 143 | 143 | |||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Debt 5/12/2014 | 500,000 | 50 | 14,950 | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Debt 5/18/2014 | 500,000 | 50 | 14,951 | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued to Consultants for Services 5/19/2015 | 200,000 | 20 | 20 | |||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Debt 5/19/2015 | 1,785,714 | 178 | 49,822 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued pursuant to contractual Obligations 5/19/2015 | 1,785,714 | 178 | 178 | |||||||||||||||||||||||||||||||||||||||||||||
| Loss on Issuance of Securities for Less than fair value recognized during quarter | 937,425 | 937,425 | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award compensation expense recognized during Quarter ended June 30, 2015 | 247,588 | 247,588 | ||||||||||||||||||||||||||||||||||||||||||||||
| Contributed Capital April 1, 2015 to June 30, 2015 | (15,000 | ) | (15,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Net Loss for the quarter ended June 30, 2015 | (1,562,371 | ) | (1,562,371 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2015 | 60,548,364 | 6,055 | 30,000 | 3 | 113,525,096 | 11,353 | 11,209,694 | (11,873,041 | ) | 728,658 | 82,722 | |||||||||||||||||||||||||||||||||||||
| Common Shares issued for services to Consultant 7/01/2015 | 412,242 | 41 | 61,795 | 61,836 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for services to Consultant 8/17/2015 | 149,934 | 14 | 19,927 | 19,941 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued for services to Consultant 8/19/2015 | 100,000 | 10 | 10 | |||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Cash at $0.05 per share issued 9/18/2015 | 666,666 | 66 | 33,267 | 33,333 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares issued for Cash at $0.05 per share issued 9/18/2015 | 333,333 | 33 | 16,634 | 16,667 | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on Issuance of Securities for Less than fair value recognized during quarter | 75,000 | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award compensation expense recognized during Quarter ended September 30, 2015 | 247,588 | 247,588 | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized Loss on Securities Available for Sale recognized during Quarter ended September 30, 2015 | (33,600 | ) | (33,600 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Net Loss for the quarter ended September 30, 2015 | (600,684 | ) | (600,684 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2015 | 60,981,697 | 6,098 | 30,000 | 3 | 114,753,938 | 11,474 | 11,663,905 | (12,473,725 | ) | 728,658 | (33,600 | ) | (97,187 | ) | ||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.05 per share issued 10/28/2015 | 3,333,334 | 333 | 166,334 | 166,667 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.05 per share issued 10/28/2015 | 1,666,667 | 167 | 83,166 | 83,333 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for services as Restricted Stock Award issued on 10/28/2015 | 11,000,000 | 1,100 | (1,100 | ) | 0 | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.025 per share issued 11/20/2015 | 2,200,000 | 220 | 54,780 | 55,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.025 per share issued 11/20/2015 | 2,200,000 | 220 | 54,780 | 55,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.025 per share issued 12/29/2015 | 4,000,000 | 400 | 99,600 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.025 per share issued 12/29/2015 | 4,000,000 | 400 | 99,600 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for services issued 11/30/2015 | 400,000 | 40 | 40 | |||||||||||||||||||||||||||||||||||||||||||||
| Loss on Issuance of Securities for Less than fair value recognized during quarter | 1,163,313 | 1,163,313 | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award compensation expense recognized during Quarter ended December 31, 2015 | 247,724 | 247,724 | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized Loss on Securities Available for Sale recognized during Quarter ended December 31, 2015 | (38,400 | ) | (38,400 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Net Loss for the quarter ended December 31, 2015 | (1,857,466 | ) | (1,857,466 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2015 | 80,248,364 | 8,025 | 30,000 | 3 | 124,287,272 | 12,427 | 13,632,102 | (14,331,191 | ) | 728,658 | (72,000 | ) | (21,976 | ) | ||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.05 per share issued 1/28/2016 | 2000000 | 200 | 99800 | 100000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.05 per share issued 1/28/2016 | 1,000,000 | 100 | 49,900 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.025 per share issued 1/29/2016 | 30,000 | 3 | 747 | 750 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.025 per share issued 1/29/2016 | 300,000 | 30 | 7,470 | 7,500 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.025 per share issued 2/2/2016 | 270,000 | 27 | 6,723 | 6,750 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.05 per share issued 2/22/2016 | 666,666 | 67 | 33,267 | 33,333 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.0125 per share issued 2/22/2016 | 1,000,000 | 100 | 12,400 | 12,500 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.05 per share issued 2/22/2016 | 333,333 | 33 | 16,633 | 16,667 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.0125 per share issued 3/22/2016 | 3,000,000 | 300 | 37,200 | 37,500 | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award compensation expense recognized during Quarter ended March 31, 2016 | 247,739 | 247,739 | ||||||||||||||||||||||||||||||||||||||||||||||
| Loss on Issuance of Securities for Less than fair value recognized during quarter | 364,822 | 364,822 | ||||||||||||||||||||||||||||||||||||||||||||||
| Beneficial Conversion Feature Recognized during the Quarter Ended March 31, 2016 | 42,600 | 42,600 | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized Loss on Securities Available for Sale recognized during Quarter ended March 31, 2016 | (63,200 | ) | (63,200 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Net Loss for the quarter ended March 31, 2016 | (1,090,886 | ) | (1,090,886 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2016 | 84,881,697 | 8,488 | 30,000 | 3 | 128,253,938 | 12,824 | 14,551,403 | (15,422,077 | ) | 728,658 | (135,200 | ) | (255,902 | ) | ||||||||||||||||||||||||||||||||||
| Preferred Stock issued for debt issued April 7, 2016 | 1,000,000 | 100 | 9,900 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for Officer Compensation April 7 2016 | 30,000,000 | 3,000 | 3,000 | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for debt issued May 9 , 2016 | 700,000 | 70 | 13,930 | 14,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.0125 per share issued 5/23/2016 | 1,000,000 | 100 | 12,400 | 12,500 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.0125 per share issued 5/23/2016 | 3,000,000 | 300 | 37,200 | 37,500 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.03329 per share issued 6/6/2016 | 3,500,000 | 350 | 118,400 | 118,750 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.01938 per share issued 6/6/2016 | 5,500,000 | 550 | 105,700 | 106,250 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.0125 per share issued 6/15/2016 | 3,285,000 | 329 | 40,734 | 41,062 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.0125 per share issued 6/15/2016 | 1,095,000 | 110 | 13,578 | 13,687 | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on Issuance of Securities for Less than fair value recognized during quarter | 1,473,490 | 1,473,490 | ||||||||||||||||||||||||||||||||||||||||||||||
| Beneficial Conversion Feature Recognized during the Quarter Ended June 30, 2016 | 9,900 | 9,900 | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award compensation expense recognized during Quarter ended June 30 2016 | 247,739 | 247,739 | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized Gain on Securities Available for Sale recognized during Quarter ended June 30, 2016 | 23,200 | 23,200 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss for the quarter ended June 30, 2016 | (2,425,404 | ) | (2,425,404 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2016 | 127,666,697 | 12,767 | 30,000 | 3 | 134,548,938 | 13,453 | 16,634,372 | (17,847,481 | ) | 728,658 | (112,000 | ) | (570,228 | ) | ||||||||||||||||||||||||||||||||||
| Preferred Stock issued for Nonemployee Compensation July 27, 2016 | 100,000 | 10 | 15,890 | 15,900 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.0125 per share issued 8/16/2016 | 2,000,000 | 200 | 24,800 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for debt issued August 17 , 2016 | 3,966,667 | 397 | 108,603 | 109,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.0125 per share issued 8/22/2016 | 4,000,000 | 400 | 49,600 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Nonemployee Compensation 8/22/2016 | 197,000 | 20 | 28,545 | 28,565 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock issued for cash at $0.0125 per share issued 9/13/2016 | 1,500,000 | 150 | 18,600 | 18,750 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for cash at $0.004167 per share issued 9/13/2016 | 500,000 | 50 | 6,200 | 6,250 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for Nonemployee Compensation 8/22/2016 | 500,000 | 50 | 71,200 | 71,250 | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on Issuance of Securities for Less than fair value recognized during quarter | 1,746,783 | 1,746,783 | ||||||||||||||||||||||||||||||||||||||||||||||
| Beneficial Conversion Feature Recognized during the Quarter Ended September 30, 2016 | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award compensation expense recognized during Quarter ended September 30 2016 | 106,666 | 106,666 | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized Gain on Securities Available for Sale recognized during Quarter ended September 30, 2016 | 32,000 | 32,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss for the quarter ended September 30, 2016 | (2,376,838 | ) | (2,376,838 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balalnce September 30, 2016 | 135,266,697 | 13,527 | 30,000 | 3 | 139,712,605 | 13,970 | 18,961,259 | (20,224,319 | ) | 728,658 | (80,000 | ) | (586,902 | ) | ||||||||||||||||||||||||||||||||||
The Accompanying Notes are an Integral Part of these Financial Statements
| 45 |
| REGEN BIOPHARMA , INC. | ||||||||||||
| STATEMENT OF CASH FLOWS | ||||||||||||
| Year Ended September 30 | Year Ended September 30 | |||||||||||
| 2016 | 2015 | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net Income (loss) | (7,750,594 | ) | (11,195,147 | ) | ||||||||
| Adjustments to reconcile net Income to net cash | ||||||||||||
| Stock Received as Payment for Services | (192,000 | ) | ||||||||||
| Preferred Stock Issued for Expenses | 100 | |||||||||||
| Preferred Stock issued for compensation | 3,000 | |||||||||||
| Preferred Stock issued for Interest | 891 | |||||||||||
| Preferred Stock issued pursuant to contractual obligations | 3,475 | |||||||||||
| Common Stock issued to Consultants | 99,815 | 307,955 | ||||||||||
| Preferred Stock issued to Consultants | 15,940 | 450 | ||||||||||
| Increase (Decrease) in interest expense attributable to amortization of Discount | 18,597 | |||||||||||
| Increase in issuance of stock below fair value | 4,748,408 | 9,191,857 | ||||||||||
| Increase in Additional Paid in Capital | 849,866 | 627,778 | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Increase (Decrease) in Accounts Payable | 214,904 | 22,549 | ||||||||||
| (Increase) Decrease in Accounts Receivable | (83,000 | ) | ||||||||||
| (Increase) Decrease in Notes Receivable | (1,629 | ) | ||||||||||
| (Increase) Decrease in Interest Receivable | (1,197 | ) | (1,148 | ) | ||||||||
| Increase ( Decrease) in Bank Overdraft | (6,137 | ) | ||||||||||
| Increase (Decrease) in accrued Expenses | 286,921 | 58,359 | ||||||||||
| (Increase) Decrease in Prepaid Expenses | (59,905 | ) | (10,000 | ) | ||||||||
| (Increase) Decrease in Due from Former Employee | (15,000 | ) | ||||||||||
| Net Cash Provided by (Used in) Operating Activities | (1,672,245 | ) | (1,192,647 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Common Stock issued for Cash | 626,188 | 33,333 | ||||||||||
| Preferred Stock issued for Cash | 628,563 | 16,667 | ||||||||||
| Increase in Contributed Capital | 70,000 | |||||||||||
| Increase ( Decrease) in Notes Payable | 53,696 | 138,582 | ||||||||||
| Increase in Convertible Notes payable | 300,000 | 972,686 | ||||||||||
| Increase in Due to Shareholder | 50,000 | |||||||||||
| Net Cash Provided by (Used in) Financing Activities | 1,658,447 | 1,231,268 | ||||||||||
| Net Increase (Decrease) in Cash | (13,798 | ) | 38,620 | |||||||||
| Cash at Beginning of Period | 38,620 | 0 | ||||||||||
| Cash at End of Period | 24,822 | 38,620 | ||||||||||
| Supplemental Disclosure of Noncash investing and financing activities: | ||||||||||||
| Common shares Issued for Debt | 123,000 | 1,002,686 | ||||||||||
| Preferred Shares Issued for Debt | 10,000 | 6,000 | ||||||||||
| Cash Paid for Interest | 5,000 | |||||||||||
| The Accompanying Notes are an Integral Part of These Financial Statements | ||||||||||||
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REGEN BIOPHARMA, INC.
Notes to Financial Statements
As of September 30, 2016
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a controlled subsidiary of Bio-Matrix Scientific Group, Inc, (“BMSN”) a Delaware corporation.
The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials
A. BASIS OF ACCOUNTING
The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.
B. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
D. PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized.
E. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
Level 1: Quoted prices in active markets for identical assets or liabilities
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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F. INCOME TAXES
The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2016 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
G. BASIC EARNINGS (LOSS) PER SHARE
The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
H. ADVERTISING
Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the year ended September 30, 2016 and $0 for the year ended September 30, 2015.
I. REVENUE RECOGNITION
Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products.
The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.
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NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.
The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
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On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:
The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.
On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.
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NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $ 20,224,319 during the period from April 24, 2012 (inception) through September 30, 2016. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. During the year ended year ended September 30, 2016 the Company raised $1,254,751 through the issuance of equity securities for cash and $300,000 through the issuance of convertible debentures.
NOTE 4. NOTES PAYABLE
| September 30, 2016 | ||||
| David Koos ( Note 8) | 50 | |||
| Bostonia Partners | 133,300 | |||
| Blackbriar Partners (Note 8) | 10,097 | |||
| Notes payable | $ | 143,447 | ||
$50 lent to the Company by David Koos. is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.
$20,000 lent to the Company by Bostonia Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.
$30,000 lent to the Company by Bostonia Partners is due and payable February 24, 2017 and bears simple interest at a rate of 10% per annum.
$20,000 lent to the Company by Bostonia Partners is due and payable March 8, 2017 and bears simple interest at a rate of 10% per annum.
$63,300 lent to the Company by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum.
$3,000 lent to the Company by Blackbriar Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.
$7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum.
NOTE 5. CONVERTIBLE NOTES PAYABLE
On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is three years from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:
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(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction Event” shall mean either of:
(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible notes outstanding is $ 34,625. As of September 30, 2016 $100,000 of the principal amount of the Note remains outstanding.
The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is $25,000.
On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.
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The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:
(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction Event” shall mean either of:
(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 8,317. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding.
The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is $12,500.
On August 26, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
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The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 45,205. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding.
The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
| (a) | $450,000 if the entire principal amount is converted into common stock |
| (b) | $430,000 if the entire principal amount is converted into Series A Preferred stock |
On September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 47,123. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding.
The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
| (a) | $450,000 if the entire principal amount is converted into common stock |
| (b) | $430,000 if the entire principal amount is converted into Series A Preferred stock |
On September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 48,630. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding.
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The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
| (a) | $450,000 if the entire principal amount is converted into common stock |
| (b) | $430,000 if the entire principal amount is converted into Series A Preferred stock |
NOTE 6. NOTES RECEIVABLE
| September 30, 2016 | ||||
| Entest Biomedical, Inc. (Note 8) | $ | 12,051 | ||
| Notes Receivable | $ | 12,051 | ||
$12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
NOTE 7. INCOME TAXES
As of September 30, 2016
| Deferred tax assets: | ||||
| Net operating tax carry forwards | $ | 6,876,268 | ||
| Other | -0- | |||
| Gross deferred tax assets | 6,876,268 | |||
| Valuation allowance | (6,876,268 | ) | ||
| Net deferred tax assets | $ | -0- |
As of September 30, 2016 the Company has a Deferred Tax Asset of $6,876,268 completely attributable to net operating loss carry forwards of approximately $20,224,319 (which expire 20 years from the date the loss was incurred).
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has recorded a valuation allowance reducing all deferred tax assets to 0.
Income tax is calculated at the 34% Federal Corporate Rate.
NOTE 8. RELATED PARTY TRANSACTIONS
As of September 30, 2016 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.
The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.
As of September 30, 2016 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
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As of September 30, 2016 the Company is indebted to David R. Koos in the amount of $50. $50 lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of September 30, 2016 the Company is indebted to Blackbriar Partners in the amount of $10,097. $3,000 lent to the Company by Blackbriar Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum. $7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum. David R. Koos, the Chairman and Chief Executive Officer of the Company, also serves as the Chairman and CEO of Blackbriar Partners.
On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.
The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.
Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).
The Agreement may be terminated by The Company:
If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.
The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.
The Agreement may be terminated by either party in the event of a material breach by the other party.
On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance.
During the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15th, 2016 liability
David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company.
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NOTE 9. COMMITMENTS AND CONTINGENCIES
The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.
NOTE 10. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2016:
Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 139,712,605 shares issued and outstanding.
With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.
Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares issued and outstanding as of September 30, 2016 and 300,000,000 is designated Series A Preferred Stock of which 135,266,697 shares are outstanding as of September 30, 2016.
The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.
Series AA Preferred Stock
On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Series A Preferred Stock
On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).
The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.
Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.
If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.
11. INVESTMENT SECURITIES
On September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee.
The common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities as of September 30, 2016.
As of September 30, 2016:
| 8,000,000 | Common Shares of Entest Biomedical, Inc. | |||||||||||||
| Basis | Fair Value | Total Unrealized Losses in Other Comprehensive Income | Net Unrealized Gain or (Loss) realized during the year ended September 30, 2016 | |||||||||||
| $ | 192,000 | $ | $112,000 | (80,000 | ) | (46,400) | ||||||||
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NOTE 12. STOCK TRANSACTIONS
Common Stock
On October 28, 2015 the Company issued 3,333,334 of its Common Shares for cash consideration of $166,667.
On November 20, 2015 the Company issued 2,200,000 of its Common Shares for cash consideration of $55,000.
On December 29, 2015 the Company issued 4,000,000 of its Common Shares for cash consideration of $100,000.
On January 28, 2016 the Company issued 2,000,000 of its Common Shares for cash consideration of $100,000.
On January 29, 2016 the Company issued 30,000 of its Common Shares for cash consideration of $750.
On February 2, 2016 the Company issued 270,000 of its Common Shares for cash consideration of $6,750.
On February 22, 2016 the Company issued 666,666 of its Common Shares for cash consideration of $33,333.
On February 22, 2016 the Company issued 1,000,000 of its Common Shares for cash consideration of $12,500.
On May 9, 2016 the Company issued 700,000 of its Common Shares in satisfaction of $14,000 of principal indebtedness.
On May 23, 2016 the Company issued 1,000,000 of its Common Shares for cash consideration of $12,500.
On June 6, 2016 the Company issued 3,500,000 of its Common Shares for cash consideration of $118,750.
On June 15, 2016 the Company issued 1,095,000 of its Common Shares for cash consideration of $13,687.
On August 17, 2016 the Company issued 3,966,667 of its Common Shares in satisfaction of $109,000 of principal indebtedness.
On September 8, 2016 the Company issued 197,000 of its Common Shares as consideration for nonemployee services
On September 13, 2016 the Company issued 500,000 of its Common Shares for cash consideration of $6,250
On September 14, 2016 the Company issued 500,000 of its Common Shares as consideration for nonemployee services
Series A Preferred Stock
On October 28, 2015 the Company issued 1,666,667 shares of its Series A Preferred stock for cash consideration of $83,333.
On October 28, 2015 the Company issued 11,000,000 shares of its Series A Preferred stock to Dr. Harry Lander, the Company’s President and Chief Scientific Officer, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander and Regen dated October 9, 2015.
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On November 20, 2015 the Company issued 2,200,000 shares of its Series A Preferred stock for cash consideration of $55,000.
On November 20, 2015 the Company issued 400,000 shares of its Series A Preferred stock as consideration for nonemployee services.
On December 29, 2015 the Company issued 4,000,000 shares of its Series A Preferred stock for cash consideration of $100,000.
On January 28, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.
On January 29, 2016 the Company issued 300,000 shares of its Series A Preferred stock for cash consideration of $7,500.
On February 22, 2016 the Company issued 333,333 shares of its Series A Preferred stock for cash consideration of $16,666.
On March 22, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.
On April 7, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock in satisfaction of $10,000 of principal indebtedness.
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate..
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Todd Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate
On May 23, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.
On June 6, 2016 the Company issued 5,500,000 shares of its Series A Preferred stock for cash consideration of $106,250.
On June 15, 2016 the Company issued 3,285,000 shares of its Series A Preferred stock for cash consideration of $41,062.
On July 27, 2016 the Company issued 100,000 shares of its Series A Preferred stock as consideration for nonemployee services
On August 16, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock for cash consideration of $25,000.
On August 22, 2016 the Company issued 4,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.
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On September 13, 2016 the Company issued 1,500,000 shares of its Series A Preferred stock for cash consideration of $18,750.
On July 13, 2016 the Company entered into an agreement (“Agreement”) with an outside investor whereby the investor agreed to buy and the Company agreed to sell 1,000,000 Units for consideration of $50,000. Each Unit issuable pursuant to the Agreement shall consist of one share of the Company’s common stock and three shares of the Company’s Series A Preferred Stock. During the quarter ended September 30, 2016 the outside investor paid consideration to the Company of $50,000 for One Million Units. As of September 30, 2016 the securities issuable pursuant to the Agreement have not been issued.
NOTE 13. CHANGES AFFECTING COMPARIBILITY
Within the Company’s Statement of Cash Flows for the Years Ended September 30, 2015 and 2016 the line item entitled “Increase (Decrease) in Additional paid in Capital” which represents Restricted Stock Award compensation expense recognized for the periods on Restricted Stock Awards issued to employees is presented as an adjustment to reconcile net loss to net cash used in operating activities. The Company’s previously released Statement of Cash Flows for the Year Ended September 30, 2015 presented the same line item as a financing activity. Management has determined that such presentation does not best reflect the nature of the expense incurred and has adjusted the prior period accordingly.
NOTE 14. SUBSEQUENT EVENTS
On November 8, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.
On November 8, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock for cash consideration of $12,500.
On November 8, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.
On November 8, 2016 the Company issued 2,000,000 shares of its common stock for cash consideration of $50,000.
On November 8, 2016 the Company issued 1,000,000 shares of its common stock for cash consideration of $12,500.
On November 8, 2016 the Company issued 2,000,000 shares of its common stock for cash consideration of $50,000.
On November 8, 2016 the Company issued 500,000 shares of its Series A Preferred stock for cash consideration of $12,500.
On November 8, 2016 the Company issued 500,000 shares of its common stock for cash consideration of $12,500.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure;
During the Registrant's most two most recent fiscal years there were no disagreements with Seale and Beers, Certified Public Accountants LLC (“S&B”) , the Company’s independent registered public accounting firm until October 19, 2016, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to S&B’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant's financial statements.
During the Registrant's most two most recent fiscal years there were no disagreements with AMC Auditing (“AMC”) , the Company’s independent registered public accounting firm from October 19, 2016 to the present, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to AMC’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant's financial statements.
Item 9A. Controls and Procedures
a) Evaluation of disclosure controls and procedures.
The principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures as of September 30, 2016. Based on this evaluation, they have concluded that the disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. David Koos is the Company’s CEO and Todd Caven is the Company’s CFO. They function as the Company’s principal executive officer and principal financial officer respectively.
b) Management’s annual report on internal control over financial reporting.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934. Rule 13a-15(f) defines internal control over financial reporting as follows:
“The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.”
The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
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In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
The Company’s management assessed the effectiveness of its internal control over financial reporting as of August 31, 2010 based on the framework in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies (2006) issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on its assessment, management believes that, as of August 31, 2010, the Company’s internal control over financial reporting is effective.
Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report. This exemption for smaller reporting companies provided under the temporary rules referenced above has been made permanent under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(c) There have been no changes during the quarter ended September 30, 2016 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Item 10. Directors, Executive Officers and Corporate Governance
David R. Koos
David R. Koos has served as Chairman of the Board of Directors, Chief Executive Officer, Secretary, and Treasurer since April 24, 2012. David R. Koos has served as president of the Company from the period beginning May 29, 2013 and ending April 30, 2015 . David R. Koos has served as Acting Chief Financial Officer of the Company for the period beginning April 24, 2012 and ending February 11, 2015.
Education:
DBA - Finance (December 2003)
Atlantic International University
Ph.D. - Sociology (September 2003)
Atlantic International University
MA - Sociology (June 1983)
University of California - Riverside, California
Five Year Employment History:
| Position: | Company Name: | Employment Dates: |
| Chairman, President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer | Entest BioMedical, Inc | June 19, 2009 to the present |
| Chief Financial Officer, Principal Accounting Officer | Entest BioMedical, Inc | June 19, 2009 to March 31, 2010 |
| Acting Chief Financial Officer, Principal Accounting Officer | Entest BioMedical, Inc | August 8, 2011 to the present |
| Chairman, President, CEO and Acting CFO | Bio-Matrix Scientific Group, Inc.* | June 14, 2006 (Chairman) to Present; June 19, 2006 (President, CEO and Acting CFO); June 19, 2006 (Secretary) to Present |
| Chairman, CEO, Secretary & Acting CFO | Frezer Inc. | May 2, 2005 to February 2007 |
| Chairman, CEO & Acting CFO | BMXP Holdings, Inc. | December 6, 2004 to June 2008 |
* As of December 13, 2016 Bio-Matrix Scientific Group, Inc owns 29,076,665 Common Shares of Regen, 2,907,666 shares of Regen’s Series A Preferred Stock, 30,000 shares of Regen’s Series AA Preferred Stock representing 11.1% of our outstanding share capital and 56.65% of the voting power as of December 13, 2016.
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Todd S. Caven
Todd S. Caven has served as our Chief Financial Officer since February 11, 2015.
Mr. Caven earned a Bachelor’s degree in Accounting from the Tippie College of Business at the University of Iowa, and received an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Caven currently serves as Managing Member of both Rock Ridge Enterprises LLC (a Minnesota based private equity firm) and Saguaro Capital Partner LLC (an Arizona based venture capital firm) where he is solely responsible for making investment decisions on behalf of each company. Prior to that Mr. Caven was the founder and served as Chief Financial Officer of Obstetric Solutions and Interventions where his duties included raising capital for the company, as well as maintaining the financial records of the company.
Five Year Employment History:
| Company Name | Position | Employment Dates |
| Rock Ridge Enterprises LLC | Founder and Managing Member, Sole Member of the Board of Governors |
October of 2003 to present |
| Saguaro Capital Partner LLC | Founder and Managing Member, Sole Member of the Board of Governors |
March of 2009 to present |
| Obstetric Solutions and Interventions | Co-Founder and Chief Financial Officer, member of the Board of Directors | July of 2009 to March of 2012. |
Directorships Over The Last Five Years:
Organization Dates Served
| Matoo | Nonprofit organization seeking to reduce human trafficking | October, 2011 - Present |
| Obstetric Solutions and Interventions | an Arizona LLC that created women's health care solutions for pregnancy related issues | July, 2009 - March, 2012 |
Dr. Harry Lander.
Dr. Harry Lander has served as the Company’s President since October 9, 2015 and has served as Chief Scientific Officer of Regen effective October 30, 2015. Dr.Lander received an MBA in Finance from The New York University Stern School of Business in New York City in 1991 and a Ph.D. in Biochemistry from the Cornell University Graduate School of Medical Sciences. Dr. Lander has also earned a Bachelor of Science in Biochemistry and a Bachelor of Science in Chemistry from State University of New York at Stony Brook. Prior to accepting the office of President at Regen, Dr. Lander served as Research Chief-Administration at Sidra Medical and Research Center, a new women’s and children’s hospital (expected to open in 2018) established to provide care to Qatari and Middle East residents based on the North American academic medical center model. His duties at the Medical and Research Center included assisting in the development of financial, operational , and compliance infrastructures for the Center as well as assisting in developing the Center’s scientific strategy through a 5 year strategic plan.
| Five year Employment History | |||||
| Company Name | Position | Employment Dates | |||
| Sidra Medical and Research Center, Doha, Qatar | Research Chief | 2013--2015 | |||
| Weill Cornell Medical College, New York, NY | Assistant Provost | 2012-2013 | |||
| Weill Cornell Medical College, New York, NY | Assistant Provost, | 2009-2012 | |||
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Code of Ethics
On September 25, 2013 we adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.
Director Independence
Audit Committee and Audit Committee Financial Expert
The members of the Company’s board of Directors may not be considered independent. The Company is not a "listed company" under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its member is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.
Nominating and Compensation Committees
The Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.
Shareholder Communications
There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
Because the Chief Executive Officer of the Company is also the Chairman of the Board of Directors of the Company, the Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the Board of Directors’ attention by virtue of the co-extensive capacities of the Chairman of the Board of Directors.
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Executive Compensation
For the period from October 1, 2014 to September 30, 2015
| Name and Principal Position | Year | Salary
($) | Bonus
($) | Stock
Awards ($) | Restricted Stock Awards ($)(a)(b)(c) | Option
Awards ($) | Non
Equity Incentive Plan Compensation ($) | Nonqualified
Total Deferred Compensation Earnings ($) | ||||||||||||||||||||||||
| David Koos
Chairman, and CEO* | From October 1, 2014 to September 30, 2015 | $ | 210,000 | 0 | 0 | 810,250 | 0 | 0 | 1,020,250 | |||||||||||||||||||||||
| Thomas Ichim Chief Scientific Officer and Director of Research** | From October 1, 2014 to September 30, 2015 | $ | 120,000 | 0 | 0 | 540,250 | 0 | 0 | 660,250 | |||||||||||||||||||||||
| Todd S Caven
Chief Financial Officer *** | From October 1, 2014 to September 30, 2015 | $ | 101,250 | 0 | 0 | 675,250 | 0 | 0 | 776,500 | |||||||||||||||||||||||
* Includes $15,000 in Accrued Salary and $5,000 in Accrued Salary the obligation for payment resting with Bio Matrix Scientific Group, Inc.
** Does not include $10,000 of Salary Prepaid to Mr. Ichim. On October 30, 2015 Thomas Ichim resigned from his position as Chief Scientific Officer, Director of Research and member of the Board of Directors of Regen Biopharma, Inc. due to health reasons.
*** Includes $20,250 in Accrued Salary.
| (a) | Restricted Stock Awards Paid to Mr. Koos consist of 9,000,000 of the Company’s common shares vesting according to the terms and conditions of Mr. Koos Employment Agreement with the Company and 2,500,000 of the Company’s Preferred Shares vesting upon the same terms and conditions as common stock issued pursuant to Mr. Koos’ Employment Agreement with the Company |
| (b) | Restricted Stock Awards Paid to Mr. Ichim consist of 6,000,000 of the Company’s common shares vesting according to the terms and conditions of Mr. Ichim’s Employment Agreement with the Company and 2,500,000 of the Company’s Preferred Shares vesting upon the same terms and conditions as common stock issued pursuant to Mr. Ichim’s Employment Agreement with the Company |
| (c) | Restricted Stock Awards Paid to Mr. Caven consist of 7,500,000 of the Company’s common shares vesting according to the terms and conditions of Mr. Caven’s Employment Agreement with the Company and 2,500,000 of the Company’s Preferred Shares vesting upon the same terms and conditions as common stock issued pursuant to Mr. Caven’s Employment Agreement with the Company.
|
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For the period from October 1, 2015 to September 30, 2016
| Name and Principal Position | Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Restricted Stock Awards ($)(a)(b)(c) | Option Awards ($) |
Non Equity Incentive Plan Compensation ($) |
Nonqualified Total Deferred Compensation Earnings ($) |
David Koos Chairman, and CEO* |
From October 1, 2015 to September 30, 2016 | $180,000 | 0 | 1000 | 0 | 0 | 0 | |
Harry Lander Chief Scientific Officer and President** |
From October 1, 2015 to September 30, 2016 | $195,165 | 0 | 1000 | 1100 | 0 | 0 | 1100 |
Todd S Caven Chief Financial Officer *** |
From October 1, 2015 to September 30, 2016 | $162,000 | 0 | 1000 | 0 | 0 | 0 | |
Thimas Ichim Chief Scientific Officer and Director of Research (Resigned 10/30/2015) |
From October 1, 2015 to October 30, 2015 | $10,000 | 0 | 0 | 0 | 0 | 0 |
*Includes $105,000 in salary Accrued but not paid
*Stock Award consists of 10,000,000 of the Company’s Series A Preferred Shares issued 4/7/2016
** Includes $28,495 in salary Accrued but not paid
** Restricted Stock Award consists of 11,000,000 shares of the Company’s Series A Preferred stock issued pursuant to the terms and conditions of that employment agreement entered into by and between the Company and Harry Lander on October 9, 2015
** Stock Award consists of 10,000,000 of the Company’s Series A Preferred Shares issued 4/7/2016
*** Includes $94,500 in salary Accrued but not paid
*** Stock Award consists of 10,000,000 of the Company’s Series A Preferred Shares issued 4/7/2016
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Employment Agreements
David R. Koos
On February 11, 2015 Regen entered into a written employment agreement with its current Chief Executive Officer, Mr. David Koos whereby Mr. Koos shall serve as Chief Executive Officer of Regen (“Agreement”)
Pursuant to the Agreement, Mr. Koos shall be paid salary at the rate of $15,000 per month, payable in cash or shares of Regen common stock. Mr. Koos shall also receive 9,000,000 newly issued common shares of Regen which shall vest after 18 months of constant employment have expired from the date of the full execution of the Agreement . On August 5, 2016 the Agreement was amended to extend the vesting schedule of both the 9,000,000 common shares as well as 2,500,000 previously issued shares of the Company’s Series A Preferred Stock until February 5, 2017.The term of the Agreement shall commence on February 11, 2015 and shall expire on February 11, 2018. As consideration for consenting to this amendment Koos shall receive Two Hundred shares of the Company’s Series AA Preferred Stock.
Todd. S Caven
On February 11, 2015 Regen entered into a written employment agreement with Mr. Caven whereby Mr. Caven shall serve as Chief Financial Officer of Regen (“Agreement”)
Pursuant to the Agreement, Mr. Caven shall be paid salary at the rate of $13,500 per month, payable in cash or shares of Regen common stock. Mr. Caven shall also receive 7,500,000 newly issued common shares of Regen which shall vest after 18 months of constant employment have expired from the date of the full execution of the Agreement . The term of the Agreement shall commence on February 11, 2015 and shall expire on February 11, 2018.
Harry Lander
On October 9, 2015 Regen entered into a written employment agreement with Dr. Lander whereby Dr. Lander Caven shall serve as President of Regen (“Agreement”). The Term of this Agreement shall commence on November 15, 2015 and shall expire on November 14, 2018.
Pursuant to the Agreement, Dr. Lander shall be paid salary at the rate of $16,667 per month . Pursuant to the Agreement Dr. Lander shall receive:
(a) 1,000,000 newly issued Series A Preferred shares of Regen (“Signing Shares”). Signing Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Dr. Lander (“Transfer Restriction”) until after a one year vesting period has expired.
(b) 10,000,000 newly issued Series A Preferred shares of Regen (“Incentive Shares”). Incentive shares shall vest to Dr. Lander two years from the date he is hired.
(c) 10,000,000 newly issued Series A Preferred shares of Regen (“Milestone Shares “) upon any of the following events having occurred during the employment by Regen of Dr. Lander:
A) two collaborations with pharmaceutical firms with annual revenues of $250,000,000 or greater over their last three fiscal years
B) an equity raise of $10,000,000 invested in the securities of Regen by sources introduced to Regen by Dr. Lander and who have not previously been introduced to Regen by any other entity.
C) Listing of Regen’s equity securities on any of the following markets:
| i. | Nasdaq Global Select Market | |
| ii. | Nasdaq Global Market | |
| iii. | Nasdaq Capital Market | |
| iv. | The New York Stock Exchange | |
| v. | NYSE MKT |
d) sale of a portion of the Regen Intellectual Property portfolio for appropriate consideration
e) clearance of any Regen sponsored intellectual property through FDA phase II clinical trials.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information known to the Company with respect to the beneficial ownership of each class of the Company’s capital stock as of December 29, 2015 for (1) each person known by the Company to beneficially own more than 5% of each class of the Company’s voting securities, (2) each executive officer, (3) each of the Company’s directors and (4) all of the Company’s executive officers and directors as a group.
| Based on 145,212,615 Common Shares Outstanding as of December 13, 2016 | ||||||||||
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | |||||||
| Common | David
R. Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942* | 41,258,033 | 28.4 | % | ||||||
| Bio
Matrix Scientific Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942 | 29,076,665 | 20 | % | |||||||
| Todd
Caven c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942** | 9,469,334 | 6.39 | % | |||||||
Michael and Marie Ouyang 5551 MALIBU DRIVE EDNA, MN 55436 | 7,571,028 | 5.2 | % | |||||||
| All Officers and Directors as a Group | 50,727,367 | 34.9 | % | |||||||
* Includes 29,076,665 common shares of the Company beneficially owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific Group Inc.and has voting and dispositive control over common shares of Regen held by Bio-Matrix Scientific Group Inc. Includes 710 common shares of the Company beneficially owned by the AFN Trust for which Mr. Koos serves as trustee. Includes 3,166 common shares of the Company beneficially owned by the BMXP Holdings Shareholders Business Trust for which Mr. Koos serves as trustee.
** Includes 227,632 common shares beneficially owned by Saguaro Capital Partners LLC, a company controlled by Todd Caven.
| 68 |
| Based on 140,766,667 Series A Preferred Shares Outstanding as of December 29, 2015 | ||||||||||
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | |||||||
| Series A Preferred | David
R. Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942* | 18,614,542 | 13.2 | % | ||||||
| Bio
Matrix Scientific Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942 | 2,907,666 | 2 | % | |||||||
| Todd
Caven c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942** | 13,446,933 | 9.5 | % | |||||||
| Harry
Lander c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942 | 21,000,000 | 14.9 | % | |||||||
| RGBP
Holdings LLC 9962 S Clyde Place Highlands Ranch, CO 80129 | 8,928,170 | 6.34 | % | |||||||
Michael and Marie Ouyang 5551 MALIBU DRIVE EDNA, MN 55436
| 7,928,130 | 5.6 | % | |||||||
| All Officers and Directors as a Group | 53,061,475 | 37.69 | % | |||||||
* Includes 2,907,666 shares of the Company beneficially owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific Group Inc.and has voting and dispositive control over shares of Regen held by Bio-Matrix Scientific Group Inc. Includes 71 shares of the Company beneficially owned by the AFN Trust for which Mr. Koos serves as trustee. Includes 316 shares of the Company beneficially owned by the BMXP Holdings Shareholders Business Trust for which Mr. Koos serves as trustee.
** Includes 22,763 common shares beneficially owned by Saguaro Capital Partners LLC, a company controlled by Todd Caven.
| 69 |
| Based on 30,000 Series AA Preferred Shares Outstanding as of December 13, 2016 | ||||||||||||
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | |||||||||
| Common | David
R. Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942* | 30,000 | 100.00 | % | ||||||||
| Bio
Matrix Scientific Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942 | 30,000 | 100.00 | % | |||||||||
| All Officers and Directors as a Group | 30,000 | 100.00 | % | |||||||||
* Includes 30,000 shares of the Company beneficially owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific Group Inc.and has voting and dispositive control over shares of Regen held by Bio-Matrix Scientific Group Inc.
| 70 |
Item 13. Certain Relationships and Related Transactions, and Director Independence
As of September 30, 2016 the Company has received capital contributions from Bio Matrix Scientific Group, Inc. totaling $728,658 and has issued 50,010,000 common shares to its parent for aggregate consideration of $20,090. Bio Matrix Scientific Group, Inc. exercises voting control over Regen and is under common control with Regen.
The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.
As of September 30, 2016 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of September 30, 2016 the Company is indebted to David R. Koos in the amount of $50. $50 lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of September 30, 2016 the Company is indebted to Blackbriar Partners in the amount of $10,097. $3,000 lent to the Company by Blackbriar Partners is due and payable February 29, 2017 and bears simple interest at a rate of 10% per annum. $7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum. David R. Koos, the Chairman and Chief Executive Officer of the Company, also serves as the Chairman and CEO of Blackbriar Partners.
On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.
The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.
Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).
The Agreement may be terminated by The Company:
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If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.
The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.
The Agreement may be terminated by either party in the event of a material breach by the other party.
On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance.
During the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15th, 2016 liability
David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company.
Director Independence
Audit Committee and Audit Committee Financial Expert
The Company’s Board of Directors may not be considered independent as the are also officers. The Company is not a "listed company" under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its members are able to read and understand fundamental financial statements and has substantial business experience that results in the member's financial sophistication. Accordingly, the Board of Directors believes that its members have the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.
Nominating and Compensation Committees
The Company does not have standing nominating or compensation committees, or committees performing similar functions. The Board of Directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The Board of Directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the Board of Directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.
Shareholder Communications
There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
| 72 |
The Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board of directors’ attention by virtue of communication with management
Item 14. Principal Accounting Fees and Services
The following table sets forth the aggregate fees billed to us by Seale and Beers , CPAs during the period beginning October 1, 2015 and ending September 30, 2016:
| Audit Fees | $ | 5,023 | ||
| Audit Related Fees | 12,000 | |||
| Tax Fees | 0 | |||
| All Other Fees | 0 | |||
| $ | 17,023 |
Audit Fees: Aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements.
Audit Related Fees: Aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above. During the year ended September 30, 2016 these fees were primarily derived from review of financial statements in the Company's Form 10Q Reports.
All services listed were pre-approved by the Board of Directors, functioning as the Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act of 2002.
| 73 |
Item 15. Exhibit Index
EXHIBIT INDEX
| 31.1 | CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 | |
| 31.2 | CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 | |
| 32.1 | CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 | |
| 32.2 | CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 | |
| (i) | Articles of Incorporation (incorporated by Reference to Exhibit 3(i) of the Company’s Form S-1 dated October 9. 2013) | |
| 3(i)(2) | Amendment to Articles of incorporation (incorporated by Reference to Exhibit 3(i)(2) of the Company’s Form S-1 dated October 9. 2013) | |
| 3(ii) | Bylaws of the Registrant* (incorporated by Reference to Exhibit 3(i)(iii) of the Company’s Form S-1 dated October 9. 2013) | |
| 10.1 | June 5 2013 Agreement by and between the Company and Oregon Health and Science University* (incorporated by Reference to Exhibit 10.1 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.2 | Termination of June 5 2013 Agreement by and between the Company. and Oregon Health and Science University August 8 2013 (incorporated by Reference to Exhibit 10.2 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.3 | Employment Agreement by and between Biomatrix Scientific Group, Inc. and J. Christopher Mizer* (incorporated by Reference to Exhibit 10.3 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.4 | Amendment to Employment Agreement by and between Biomatrix Scientific Group, inc. and J. Christopher Mizer (incorporated by Reference to Exhibit 10.4 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.5 | Employment Agreement by and between Biomatrix Scientific Group, Inc. and Thomas Ichim* (incorporated by Reference to Exhibit 10.5 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.6 | Amendment to Employment Agreement by and between Biomatrix Scientific Group, inc. and Thomas Ichim (incorporated by Reference to Exhibit 10.6 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.7 | May 1 2013 agreement with Dr. Wei Ping Min (incorporated by Reference to Exhibit 10.7 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.8 | Letter Agreement by and between Wei Ping Min and Bio-Matrix Scientific Group Inc dated May 18, 2012 (incorporated by Reference to Exhibit 10.8 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.9 | Option Agreement by and between the Company and Oregon State University June 5 2013 (incorporated by Reference to Exhibit 10.9 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.10 | Letter Agreement by and between James White and Bio-Matrix Scientific Group Inc dated May 16, 2012 (incorporated by Reference to Exhibit 10.9 of the Company’s Form S-1 dated October 9. 2013) | |
| 3(i)(iii) | Designations Series AA Preferred Stock(( incorporated by Reference to Exhibit 3(i) of the Company’s Form 8-K dated September 16, 2014) | |
| 10.11 | Letter Agreement by and between David Suhy and Regen dated September 11 2013* | |
| 10.12 | Exclusive License Agreement between Regen and Benitec Australia Limited (incorporated by Reference to Exhibit 10.12 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.13 | Service Agreement by and between Regen and Dr. Wei Ping Min July 27,2013 (incorporated by Reference to Exhibit 10.13 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.14 | Share Purchase Agreement September 30, 2013 ( incorporated by Reference to Exhibit 10.14 of the Company’s Form S-1 dated October 9. 2013) | |
| 10.15 | Share Purchase Agreement October 11, 2013 (incorporated by Reference to Exhibit 10.15 of the Company’s Form S-1/A filed November 22. 2013) | |
| 10.16 | Share Purchase Agreement November 7, 2013 (incorporated by Reference to Exhibit 10.16 of the Company’s Form S-1/A filed November 22. 2013 | |
| 10.17 | Settlement Agreement executed by Company Dec 9, 2013 (incorporated by Reference to Exhibit 10.17 of the Company’s Form S-1/A filed January 10. 2014) | |
| 10.18 | SECURITIES PURCHASE AGREEMENT( incorporated by Reference to Exhibit 10.18 of the Company’s Form S-1/A filed January 10. 2014) | |
| 10.19 | ASSIGNMENT OF INVENTION AND PATENT APPLICATION (incorporated by Reference to Exhibit 10.1 of form 8-K dated November 24, 2014) | |
| 10.20 | Consulting Agreement(incorporated by Reference to Exhibit 10.2 of form 8-K dated November 24, 2014) | |
| 10.21 | Sublease ( incorporated by Reference to Exhibit 10.21 of Form 10-K for the year ended September 30, 2014) | |
| 10.22 | Promissory Note Payable (filed previously as Exhibit 10-1 of the Company’s Form 10-Q filed August 7, 2014) | |
| 10.23 | Promissory Note Payable (filed previously as Exhibit 10-2 of the Company’s Form 10-Q filed August 7, 2014) | |
| 10.24 | ASSIGNMENT OF INVENTION AND PATENT APPLICATION (incorporated by Reference to Exhibit 10.1 of form 8-K dated December 16, 2014) |
| 3(j) * | Certificate of Designations ( incorporated by Reference to Exhibit 3(i) of Form 8-K dated January 20, 2015) |
| 10.25 | Employment Agreement T. Ichim (incorporated by Reference to Exhibit 10.1 of Form 8-K dated January 20, 2015 |
| 10.26 | Employment Agreement C. Ichim (incorporated by Reference to Exhibit 10.2 of Form 8-K dated January 20, 2015 |
| 10.27 | Amendment to Sublease(incorporated by Reference to Exhibit 10.3 of Form 8-K dated January 20, 2015 |
| 10.28 | CONVERTIBLE PROMISSORY NOTE ISSUED TO LLC (incorporated by reference to Exhibit 10.1 of Form 8-K dated Feb. 6, 2015 |
| 10.29 | Form of Note issued to Individual investor (incorporated by reference to Exhibit 10.2 of Form 8-K dated Feb. 6, 2015 |
| 10.30 | Form of Note issued to Dunhill Ross (incorporated by reference to Exhibit 10.3 of Form 8-K dated Feb 6, 2015 |
| 10.31 | Employment Agreement Caven (incorporated by Reference to Exhibit 10.1 of Form 8-K dated Feb. 12, 2015 |
| 10.32 | Employment Agreement Koos (incorporated by Reference to Exhibit 10.2 of Form 8-K dated Feb. 12, 2015 |
| 10.33 | Form of $50,000 Convertible Note (incorporated by reference to Exhibit 10.1 of Form 8-K dated March 23, 2015 |
| 10.32 | Form of $100,000 Convertible Note(incorporated by reference to Exhibit 10.2 of Form 8-K March 23, 2015 |
| 10.35 | Employment Agreement Caven (incorporated by Reference to Exhibit 10.1 of Form 8-K dated Feb. 12, 2015 |
| 10.36 | Vaini Agreement(incorporated by Reference to Exhibit 10.1 of Form 8-K dated March 26, 2015 |
| 10.37 | Value Quest Agreement (incorporated by reference to Exhibit 10.2 of Form 8-K dated March 26, 2015 |
| 10.38 | Minev Agreement (incorporated by reference to Exhibit 10.3 of Form 8-K dated March 26, 2015 |
| 10.39 | Gronemeyer Agreement (incorporated by Reference to Exhibit 10.4 of Form 8-K dated March 26, 2015 |
| 10.40 | Form of Convertible Note (incorporated by reference to Exhibit 10.1 of Form 10-Q dated May 1, 2015 |
| 10.41 | AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND SANTOSH KESARI (incorporated by reference to Exhibit 10.1 of Form 8-K dated June 10, 2015) |
| 10.42 | Zander Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K dated June 25, 2015) |
| 10.43 | Amendment to Exclusive License Agreement between Regen and Benitec Australia Limited (incorporated by Reference to Exhibit 10.2 of Form 8-K dated August 25, 2015) |
| 10.44 | Lander Agreement (incorporated by reference to Exhibit 10.1 of Form 8-k dated October 9, 2015) |
| 3(i) ***** | Text of Amendment to Certificate of Incorporation (incorporated by reference to 3(i) of Form 8-K dated October 28, 2015) |
| 3(i) ******* | Text of Amendment to Certificate of Designation(incorporated by reference to 3(i) (a)of Form 8-K dated October 28, 2015) |
| 10.44 | Ichim Consulting Agreement (incorporated by Reference to Exhibit 10.1 of Form 8-K dated November 4, 2015) |
| 17.1 | Ichim Resignation (incorporated by Reference to Exhibit 17.1 of Form 8-K dated November 4, 2015) |
| 10.44 | Research Collaboration Agreement (incorporated by Reference to Exhibit 10.1 of Form 8-K dated December 17, 2015) |
| 10.45 | Form of Unit Purchase Agreement 9/10/2015 ( incorporated by Reference to Exhibit 10.1 of Form 8-K dated October 13.2015 |
| 10.46 | Form of Unit Purchase Agreement 9/10/2015( incorporated by Reference to Exhibit 10.2 of Form 8-K dated October 13.2015 |
| 10.47 | Form of Unit Purchase Agreement 11/13/2015( incorporated by Reference to Exhibit 10.4 of Form 8-K dated October 13.2015 |
| 10.48 | Form of Unit Purchase Agreement 11/16/2015( incorporated by Reference to Exhibit 10.5 of Form 8-K dated October 13.2015 |
| 10.49 | Letter Agreement Lorraine Gudas( incorporated by Reference to Exhibit 10.6 of Form 8-K dated October 13.2015 |
| 10.50 | Letter Agreement Stefano Bertuzzi( incorporated by Reference to Exhibit 10.7 of Form 8-K dated October 13.2015 |
| 10.51 | Letter Agreement Francesco Marincola( incorporated by Reference to Exhibit 10.8 of Form 8-K dated October 13.2015 |
| 10.52 | Letter Agreement Ralph Nachman( incorporated by Reference to Exhibit 10.9 of Form 8-K dated October 13.2015 |
| 10.53 | Letter Agreement J. Baell( incorporated by Reference to Exhibit 10.10 of Form 8-K dated October 13.2015 |
| 10.54 | Form of Unit Purchase Agreement $100,000 12/3/2015 (incorporated by Reference to Exhibit 10.54 of the Company’s 10-K for the Year ended 9/30/2015) |
| 10.55 | Form of Unit Purchase Agreement $100,000 12/14/2015(incorporated by Reference to Exhibit 10.55 of the Company’s 10-K for the Year ended 9/30/2015) |
| 10.56 | Form of Unit Purchase Agreement $150,000 1/14/2016(incorporated by Reference to Exhibit 10.1 of the Company)’s 8-K filed 3/24/2016 |
| 10.57 | Form of Unit Purchase Agreement 300,000 Units(incorporated by Reference to Exhibit 10.2 of the Company’s 8-K filed 3/24/2016 |
| 10.58 | Form of Agreement Sale of 333,333 Units (incorporated by Reference to Exhibit 10.3 of the Company’s 8-K filed 3/24/2016) |
| 10.59 | Form of Agreement 1,000,000 Units 1 common and 3 Preferred(incorporated by Reference to Exhibit 10.4 of the Company’s 8-K filed 3/24/2016) |
| Item 10.60 | Eli Lilly Agreement(incorporated by Reference to Exhibit 10.1 of the Company’s 8-K filed 4/11/2016) |
| 10.60 | David Koos Agreement 10 million Series A(incorporated by Reference to Exhibit 10.1 of the Company’s 8-K filed 4/11/2016) |
| 10.61 | Harry Lander Agreement 10 Million Series A(incorporated by Reference to Exhibit 10.2 of the Company’s 8-K filed 4/11/2016) |
| 10.62 | Todd Caven Agreement 10 Million Series A(incorporated by Reference to Exhibit 10.3 of the Company’s 8-K filed 4/11/2016) |
| 10.63 | Form of Convertible Note ( incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended March 31, 2016) |
| Item 10.63 | Objective Capital Agreement (incorporated by Reference to Exhibit 10.1 of the Company’s 8-K filed 6/06/2016) |
| Item 10.63 | CIM Agreement (incorporated by Refernece to Exhibit 10.11 of the Company’s 8-K filed 7/07/2016) |
| 10.64 | Form of $50,000 Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended June 30, 2016) |
| 10.65 | Form of $50,000 Unit Purchase Agreement dated June 1, 2016 (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the period ended June 30, 2016) |
| 10.66 | Form of $50,000 Unit Purchase Agreement dated May 16, 2016 (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q for the period ended June 30, 2016) |
| 10.67 | Form of $54, 750 Unit Purchase Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q for the period ended June 30, 2016) |
| 10.68 | Form of $25,000 Unit Purchase Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q for the period ended June 30, 2016) |
| 10.69 | Form of $150,000 Unit Purchase Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Form 10-Q for the period ended June 30, 2016) |
| 10.70 | Amendment to D. Koos Employment Agreement |
| 10.71 | Form of Unit Purchase Agreement dated 8/4/2016 |
| 10.72 | Form of Unit Purchase Agreement dated 8/10/2016 |
| 10.73 | Form of Unit Purchase Agreement dated 8/30/2016 |
| 10.75 | Form of Unit Purchase Agreement 7/13/2016 |
| 10.76 | Form of Convertible Debt August 26, 2016 |
| 10.77 | Form of Convertible Debt 9/8/2016 |
| 10.78 | Form of Convertible Debt 9/20/2016 |
| 10.79 | Form of Unit Purchase Agreement $100,000 |
| 10.80 | Form of Unit Purchase Agreement $100,000 |
| 10.81 | Form of Unit Purchase Agreement $25,000 |
| 10.82 | Form of Unit Purchase Agreement dated 10/25/2016 |
| 10.83 | Form of Unit Purchase Agreement 3 million Units |
| 10.84 | Form of Unit Purchase Agreement 500,00 Units |
| 10.85 | Form of Unit Purchase Agreement 1,500,000 Units |
| 10.86 | Form of Unit Purchase 1,750,000 Units |
| 74 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Regen Biopharma, Inc. | ||
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Chairman, Chief Executive Officer | |
| Date: | December 19, 2016 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Regen Biopharma, Inc. | ||
| By: | /s/ Todd S. Craven | |
| Name: | Todd S. Craven | |
| Title: | Chief Financial Officer | |
| Date: | December 19, 2016 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Regen Biopharma, Inc. | ||
| By: | /s/ Harry Lander | |
| Name: | Harry Lander | |
| Title: | President | |
| Date: | December 19, 2016 |
| 75 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David R. Koos, certify that:
1. I have reviewed this annual report on Form 10-K for the YEAR ended September 30, 2016 of Regen Biopharma, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant’s, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: December 19, 2016 | By: | /s/ David R. Koos | |
| David R. Koos | |||
| Chief Executive Officer | |||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Todd S. Caven, certify that:
1. I have reviewed this annual report on Form 10-K for the YEAR ended September 30, 2016 of Regen Biopharma, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant’s, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: December 19, 2016 | By: | /s/ Todd S. Caven | |
| Todd S. Caven | |||
| Chief Executive Officer | |||
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Regen Biopharma, Inc. on Form 10-K for the year ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David R. Koos, Chief Executive Officer certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: December 19, 2016 | By: | /s/ David R. Koos | |
| David R. Koos | |||
| Chief Executive Officer | |||
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Regen Biopharma, Inc. on Form 10-K for the year ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd S. Caven, Chief Financial Officer certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: December 19, 2016 | By: | /s/ Todd S. Caven | |
| Todd S. Caven | |||
| Chief Executive Officer | |||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and three (1) share of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company)
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the ___day of _____, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date:12/15/2016 | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: | |||
| Number of Units Purchased: | 1,700,000 | ||
| Total Purchase Price: | $85,000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and three (1) share of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company)
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the ___day of _____, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date:12/15/2016 | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: | |||
| Number of Units Purchased: | 1,500,000 | ||
| Total Purchase Price: | $75,000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and three (1) share of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company)
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 30th day of November, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date:11/30/2016 | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: 11/30/2016 | |||
| Number of Units Purchased: | 500,000 | ||
| Total Purchase Price: | $25,000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and three (1) share of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company)
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the ___day of _____, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date: | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: December 13, 2016 | |||
| Number of Units Purchased: | 3,000,000 | ||
| Total Purchase Price: | $75,000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 25th day of October, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date:11/8/2016 | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: | |||
| Number of Units Purchased: | 1000000 | ||
| Total Purchase Price: | $25000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 7th day of October, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date:10/13/2016 | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: | |||
| Number of Units Purchased: | 1000000 | ||
| Total Purchase Price: | $25000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 13th day of Octobert, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date:10/10/2016 | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: | |||
| Number of Units Purchased: | 2000000 | ||
| Total Purchase Price: | $100000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 19th day of October, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date:10/25/2016 | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: | |||
| Number of Units Purchased: | 2000000 | ||
| Total Purchase Price: | $100000 | ||
Exhibit 10.1
CONVERTIBLE PROMISSORY NOTE
THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS NOTE OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS ALSO SUBJECT TO RESTRICTIONS ON TRANSFER.
Regen BioPharma, Inc.
| Issue Date: | September 20 2016 | : | Principal Amount: $50,000 |
1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of ________ ON DEMAND any time after September 20, 2017, the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.
2. Conversion.
2.1 Conversion Right. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Common Stock and/or Series A Preferred Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock and/or Series A Preferred Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”). The Lender shall have the right to convert one hundred percent (100%) of the Principal Amount immediately upon execution of this agreement and any accrued interest may be converted as well.
The number of shares of Common Stock and/or Series A Preferred Stock to be issued upon each conversion of this Note shall be determined by dividing the principal amount of this Note to be converted (the “Conversion Amount”) by the applicable Conversion Price as defined in this Section 2 then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Lender on such conversion date (the “Conversion Date”).
2.2 Conversion Price. The “Conversion Price” shall be defined as $0.0125 per share for either the Common and/or the Series A Preferred Stock of the Company
2.3 Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note.
Upon receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Lender certificates for the Common Stock and/or Series A Preferred Stock issuable upon such conversion within five (5) business days after such receipt. Upon receipt by the Company of a Notice of Conversion, the Lender shall be deemed to be the Lender of record of the Common Stock and/or Series A Preferred Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion. All rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock and/or Series A Preferred Stock or other securities as herein provided on such conversion. In lieu of delivering physical certificates representing the Common Stock and/or Series A Preferred Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Lender, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock and/or Series A Preferred Stock issuable upon conversion to the Lender by crediting the account of Lender’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.
2.4 Concerning the Shares. The shares of Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an Accredited Investor as the term Accredited Investor is defined in Rule 501 of Regulation D, promulgated under the Act.
Subject to the removal provisions set forth below, until such time as the shares of Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:
"NEITHER THE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
The legend set forth above shall be removed and the Company shall issue to the Lender a new certificate therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock and/or Series A Preferred Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Lender provides the Company or its transfer agent with reasonable assurances that the Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note, such security is registered for sale by under an effective registration statement filed under the Act or (iv) otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold.
3. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events of Default.
4.1 The following shall constitute events of default (individually an "Event of Default"):
(a) default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence of such default;
(b) filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company, which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c) failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2 If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand or protest, all of which are hereby waived by the Company.
5. Transfer of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Lender.
6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.
7. Amendment, Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Lender.
8. Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
| REGEN BIOPHARMA, INC. | |||
| /s/ David Koos | Dated:9/22/2016 | ||
| Chairman and CEO | |||
The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
EXHIBIT A
NOTICE OF CONVERSION
The undersigned hereby elects to convert $ _________ principal amount and $____________ accrued interest of the Note into that number of shares of Common Stock and/or Series A Preferred Stock to be issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC. according to the conditions of the convertible note of the Company dated as of MONTH DAY, 201X as of the date written below.
| Date of Conversion: | |
| Applicable Conversion Price: | |
| (Attached Bloomberg price documentation) | |
| Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: | |
|
Number of Shares of Series A Preferred Stock to be Issued Pursuant to Conversion of the Note: _________________________
Amount of Principal Balance Due Remaining Under the Note After This Conversion: |
Checked box corresponds to applicable instructions:
☐ The Borrower shall electronically transmit the Common Stock and/or Series A Preferred Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
| Name of DTC Prime Broker: | |
| Account Number: |
☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock and/or Series A Preferred Stock set forth below in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
| Name: | |
| Address: | |
| Phone: |
| XXXXXXXXXXXXXXX, LLC | ||
| XXXXXXX | Date |
Exhibit 10.1
CONVERTIBLE PROMISSORY NOTE
THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS NOTE OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS ALSO SUBJECT TO RESTRICTIONS ON TRANSFER.
Regen BioPharma, Inc.
| Issue Date: | September 9 2016 | : | Principal Amount: $50,000 |
1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of ________ ON DEMAND any time after September 9, 2017, the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.
2. Conversion.
2.1 Conversion Right. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Common Stock and/or Series A Preferred Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock and/or Series A Preferred Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”). The Lender shall have the right to convert one hundred percent (100%) of the Principal Amount immediately upon execution of this agreement and any accrued interest may be converted as well.
The number of shares of Common Stock and/or Series A Preferred Stock to be issued upon each conversion of this Note shall be determined by dividing the principal amount of this Note to be converted (the “Conversion Amount”) by the applicable Conversion Price as defined in this Section 2 then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Lender on such conversion date (the “Conversion Date”).
2.2 Conversion Price. The “Conversion Price” shall be defined as $0.0125 per share for either the Common and/or the Series A Preferred Stock of the Company
2.3 Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note.
Upon receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Lender certificates for the Common Stock and/or Series A Preferred Stock issuable upon such conversion within five (5) business days after such receipt. Upon receipt by the Company of a Notice of Conversion, the Lender shall be deemed to be the Lender of record of the Common Stock and/or Series A Preferred Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion. All rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock and/or Series A Preferred Stock or other securities as herein provided on such conversion. In lieu of delivering physical certificates representing the Common Stock and/or Series A Preferred Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Lender, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock and/or Series A Preferred Stock issuable upon conversion to the Lender by crediting the account of Lender’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.
2.4 Concerning the Shares. The shares of Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an Accredited Investor as the term Accredited Investor is defined in Rule 501 of Regulation D, promulgated under the Act.
Subject to the removal provisions set forth below, until such time as the shares of Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:
"NEITHER THE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
The legend set forth above shall be removed and the Company shall issue to the Lender a new certificate therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock and/or Series A Preferred Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Lender provides the Company or its transfer agent with reasonable assurances that the Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note, such security is registered for sale by under an effective registration statement filed under the Act or (iv) otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold.
3. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events of Default.
4.1 The following shall constitute events of default (individually an "Event of Default"):
(a) default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence of such default;
(b) filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company, which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c) failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2 If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand or protest, all of which are hereby waived by the Company.
5. Transfer of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Lender.
6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.
7. Amendment, Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Lender.
8. Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
| REGEN BIOPHARMA, INC. | |||
| /s/ David Koos | Dated:9/8/2016 | ||
| Chairman and CEO | |||
The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
EXHIBIT A
NOTICE OF CONVERSION
The undersigned hereby elects to convert $ _________ principal amount and $____________ accrued interest of the Note into that number of shares of Common Stock and/or Series A Preferred Stock to be issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC. according to the conditions of the convertible note of the Company dated as of MONTH DAY, 201X as of the date written below.
| Date of Conversion: | |
| Applicable Conversion Price: | |
| (Attached Bloomberg price documentation) | |
| Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: | |
|
Number of Shares of Series A Preferred Stock to be Issued Pursuant to Conversion of the Note: _________________________
Amount of Principal Balance Due Remaining Under the Note After This Conversion: |
Checked box corresponds to applicable instructions:
☐ The Borrower shall electronically transmit the Common Stock and/or Series A Preferred Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
| Name of DTC Prime Broker: | |
| Account Number: |
☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock and/or Series A Preferred Stock set forth below in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
| Name: | |
| Address: | |
| Phone: |
| XXXXXXXXXXXXXXX, LLC | ||
| XXXXXXX | Date |
Exhibit 10.1
CONVERTIBLE PROMISSORY NOTE
THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS NOTE OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS ALSO SUBJECT TO RESTRICTIONS ON TRANSFER.
Regen BioPharma, Inc.
| Issue Date: | August 26 2016 | : | Principal Amount: $50,000 |
1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of ________ ON DEMAND any time after August 26, 2017, the principal amount of Fifty Thousand Dollars ($50,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.
2. Conversion.
2.1 Conversion Right. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Common Stock and/or Series A Preferred Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock and/or Series A Preferred Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”). The Lender shall have the right to convert one hundred percent (100%) of the Principal Amount immediately upon execution of this agreement and any accrued interest may be converted as well.
The number of shares of Common Stock and/or Series A Preferred Stock to be issued upon each conversion of this Note shall be determined by dividing the principal amount of this Note to be converted (the “Conversion Amount”) by the applicable Conversion Price as defined in this Section 2 then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Lender on such conversion date (the “Conversion Date”).
2.2 Conversion Price. The “Conversion Price” shall be defined as $0.0125 per share for either the Common and/or the Series A Preferred Stock of the Company
2.3 Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note.
Upon receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Lender certificates for the Common Stock and/or Series A Preferred Stock issuable upon such conversion within five (5) business days after such receipt. Upon receipt by the Company of a Notice of Conversion, the Lender shall be deemed to be the Lender of record of the Common Stock and/or Series A Preferred Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion. All rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock and/or Series A Preferred Stock or other securities as herein provided on such conversion. In lieu of delivering physical certificates representing the Common Stock and/or Series A Preferred Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Lender, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock and/or Series A Preferred Stock issuable upon conversion to the Lender by crediting the account of Lender’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.
2.4 Concerning the Shares. The shares of Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an Accredited Investor as the term Accredited Investor is defined in Rule 501 of Regulation D, promulgated under the Act.
Subject to the removal provisions set forth below, until such time as the shares of Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:
"NEITHER THE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
The legend set forth above shall be removed and the Company shall issue to the Lender a new certificate therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock and/or Series A Preferred Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Lender provides the Company or its transfer agent with reasonable assurances that the Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock and/or Series A Preferred Stock issuable upon conversion of this Note, such security is registered for sale by under an effective registration statement filed under the Act or (iv) otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold.
3. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events of Default.
4.1 The following shall constitute events of default (individually an "Event of Default"):
(a) default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence of such default;
(b) filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company, which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c) failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2 If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand or protest, all of which are hereby waived by the Company.
5. Transfer of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Lender.
6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.
7. Amendment, Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Lender.
8. Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
| REGEN BIOPHARMA, INC. | |||
| /s/ David Koos | Dated:8/30/2016 | ||
| Chairman and CEO | |||
The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
EXHIBIT A
NOTICE OF CONVERSION
The undersigned hereby elects to convert $ _________ principal amount and $____________ accrued interest of the Note into that number of shares of Common Stock and/or Series A Preferred Stock to be issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC. according to the conditions of the convertible note of the Company dated as of MONTH DAY, 201X as of the date written below.
| Date of Conversion: | |
| Applicable Conversion Price: | |
| (Attached Bloomberg price documentation) | |
| Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: | |
|
Number of Shares of Series A Preferred Stock to be Issued Pursuant to Conversion of the Note: _________________________
Amount of Principal Balance Due Remaining Under the Note After This Conversion: |
Checked box corresponds to applicable instructions:
☐ The Borrower shall electronically transmit the Common Stock and/or Series A Preferred Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
| Name of DTC Prime Broker: | |
| Account Number: |
☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock and/or Series A Preferred Stock set forth below in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
| Name: | |
| Address: | |
| Phone: |
| XXXXXXXXXXXXXXX, LLC | ||
| XXXXXXX | Date |
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and three (3) shares of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of one (1) share of common stock of the Company and three (3) shares of the Series A Preferred Stock of the Company)
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 13th day of July, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date: | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: July 13, 2016 | |||
| Number of Units Purchased: | 1,000,000 | ||
| Total Purchase Price: | $50,000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of one (1) share of common stock of the Company and three (3) shares of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of one (1) share of common stock of the Company and three (3) shares of the Series A Preferred Stock of the Company)
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 30th day of August, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date: | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: August 30, 2016 | |||
| Number of Units Purchased: | 500,000 | ||
| Total Purchase Price: | $25,000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of four (4) shares of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of four (4)shares of the Series A Preferred Stock of the Company)
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the ___ day of August, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date:8/10/2016 | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: August9, 2016 | |||
| Number of Units Purchased: | 1,000,000 | ||
| Total Purchase Price: | $50,000 | ||
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Units |
Each Unit shall consist of four (4) shares of the Series A Preferred Stock of the Company
| 2. | Purchase Price |
The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of four (4)shares of the Series A Preferred Stock of the Company)
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company
| WIRE INSTRUCTIONS: | ||
| 4. | Issuance of Units |
5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
| (a) | Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (b) | The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the ___day of ___, 2016.
| By: | |||
| Company | |||
| David Koos, CEO | |||
| Regen Biopharma, Inc. | |||
| Date: | |||
| Purchaser | |||
| By: | |||
| Its: | |||
| Date: August 4, 2016 | |||
| Number of Units Purchased: | 500,000 | ||
| Total Purchase Price: | $25,000 | ||
Agreement made this 5th day of August 2016 by and between Regen Bioparma, Inc. (“Company”) and David R. Koos (“Koos”)
WHEREAS, On February 13, 2015 Koos was issued Nine Million of the Company’s Common Shares (“Compensation Common Shares”) pursuant to that employment agreement entered into by and between Koos and the Company on February 11, 2015 ( “Employment Agreement”)
WHEREAS , on March 17, 2015 Koos was issued Two Million Five Hundred Thousand shares of the Company’s Series A Preferred Stock ( “Compensation Preferred Stock”)
WHEREAS the Compensation Common Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Koos (“Transfer Restriction”) until 18 months of constant employment of Koos has expired from the date of the full execution of the Employment Agreement.
WHEREAS the Compensation Preferred Stock may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Koos (“Transfer Restriction”) until 18 months of constant employment of Koos has expired from the date of the full execution of the Employment Agreement.
THEREFORE, IT IS AGREED AS FOLLOWS:
| (a) | Koos shall receive Two Hundred shares of the Company’s Series AA Preferred Stock. |
| (b) | Neither The Compensation Common Shares or the Compensation Preferred Stock may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Koos until that date which is 184 days from August 5, 2016 (“New Vesting Date”). |
| (c) | In the event that Koos’ employment by the Company is terminated pursuant to Section 6(a)(iv) or Section 6(a) (v) of the Employment Agreement both of the Compensation Common Shares and the Compensation Preferred Stock shall be returned by Koos to the Company. |
This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements of the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State of California.
IN WHITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| Company | Koos |
| By:/s/David R. Koos | By:/s/ David R. Koos |
| It’s:Chairman and CEO | |
| August 5, 2016 | August 5, 2016 |
Document and Entity Information |
12 Months Ended |
|---|---|
|
Sep. 30, 2016
USD ($)
shares
| |
| Entity Registrant Name | Regen BioPharma Inc |
| Entity Central Index Key | 0001589150 |
| Document Type | 10-K |
| Document Period End Date | Sep. 30, 2016 |
| Amendment Flag | false |
| Current Fiscal Year End Date | --09-30 |
| Is Entity a Well-known Seasoned Issuer? | No |
| Is Entity a Voluntary Filer? | No |
| Is Entity's Reporting Status Current? | Yes |
| Entity Filer Category | Smaller Reporting Company |
| Entity Public Float | $ | $ 9,613,294 |
| Entity Common Stock, Shares Outstanding | 145,212,605 |
| Document Fiscal Period Focus | FY |
| Document Fiscal Year Focus | 2016 |
| Series A Preferred | |
| Entity Preferred Stock, Shares Outstanding | 140,766,697 |
| Series AA Preferred Stock | |
| Entity Preferred Stock, Shares Outstanding | 30,000 |
Balance Sheet (Unaudited) (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Sep. 30, 2015 |
|---|---|---|
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 500,000,000 | 500,000,000 |
| Common stock, shares issued | 139,712,605 | 114,753,938 |
| Common stock, shares outstanding | 139,712,605 | 114,753,938 |
| Preferred stock, par value | $ 0.0001 | $ .0001 |
| Preferred stock, shares authorized | 800,000,000 | 100,000,000 |
| Series A Preferred | ||
| Preferred stock, par value | $ .0001 | $ 0.0001 |
| Preferred stock, shares authorized | 300,000,000 | 90,000,000 |
| Preferred stock, shares issued | 135,266,697 | 60,981,697 |
| Preferred stock, shares outstanding | 135,266,697 | 60,981,697 |
| Series AA Preferred Stock | ||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 600,000 | 600,000 |
| Preferred stock, shares issued | 30,000 | 30,000 |
| Preferred stock, shares outstanding | 30,000 | 30,000 |
Statement of Operations (Unaudited) - USD ($) |
12 Months Ended | |
|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
|
| Income Statement [Abstract] | ||
| REVENUES | $ 100,000 | $ 192,000 |
| COST AND EXPENSES | ||
| Research and Development | 671,095 | 282,295 |
| General and Administrative | 1,664,250 | 1,314,208 |
| Consulting and Professional Fees | 661,617 | 516,701 |
| Rent | 60,000 | 58,071 |
| Total Costs and Expenses | 3,056,962 | 2,171,275 |
| OPERATING LOSS | (2,956,962) | (1,979,275) |
| OTHER INCOME & (EXPENSES) | ||
| Interest Income | 1,197 | 1,148 |
| Refunds of amounts previously paid Interest Expense | (27,824) | (21,688) |
| Interest Expense attributable to Amortization Discount | (18,597) | |
| Loss on issuance of common shares for less than fair value | (4,748,408) | (9,191,857) |
| Preferred shares issued pursuant to contractual obligations | (3,475) | |
| TOTAL OTHER INCOME (EXPENSE) | (4,793,633) | (9,215,872) |
| Net Income (Loss) | $ (7,750,594) | $ (11,195,147) |
| BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.0606) | $ (.1270) |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 127,840,131 | 88,185,098 |
Statement of Comprehensive Income (Unaudited) - USD ($) |
12 Months Ended | |
|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
|
| Statement Of Comprehensive Income | ||
| Net Income (loss) | $ (7,750,594) | $ (11,195,147) |
| Add: | ||
| Unrealized Gains on Securities | ||
| Less: | ||
| Unrealized Losses on Securities | (46,400) | (33,600) |
| Total Other Comprehensive Income (Loss) | (46,400) | (33,600) |
| Comprehensive Income | $ (7,796,994) | $ (11,228,747) |
Organization and Summary of Significant Accounting Policies |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Accounting Policies [Abstract] | |
| Organization and Summary of Significant Accounting Policies |
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a controlled subsidiary of Bio-Matrix Scientific Group, Inc, (“BMSN”) a Delaware corporation.
The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials
A. BASIS OF ACCOUNTING
The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.
B. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
D. PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized.
E. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
Level 1: Quoted prices in active markets for identical assets or liabilities
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
F. INCOME TAXES
The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2016 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
G. BASIC EARNINGS (LOSS) PER SHARE
The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
H. ADVERTISING
Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the year ended September 30, 2016 and $0 for the year ended September 30, 2015.
I. REVENUE RECOGNITION
Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products. The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company. |
Recent Accounting Pronouncements |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Accounting Changes and Error Corrections [Abstract] | |
| Recent Accounting Pronouncements |
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.
The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:
The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.
On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position. A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements. |
Going Concern |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Going Concern |
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $ 20,224,319 during the period from April 24, 2012 (inception) through September 30, 2016. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. During the year ended year ended September 30, 2016 the Company raised $1,254,751 through the issuance of equity securities for cash and $300,000 through the issuance of convertible debentures. |
Notes Payable |
12 Months Ended | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | ||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||
| Notes Payable |
NOTE 4. NOTES PAYABLE
$50 lent to the Company by David Koos. is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.
$20,000 lent to the Company by Bostonia Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.
$30,000 lent to the Company by Bostonia Partners is due and payable February 24, 2017 and bears simple interest at a rate of 10% per annum.
$20,000 lent to the Company by Bostonia Partners is due and payable March 8, 2017 and bears simple interest at a rate of 10% per annum.
$63,300 lent to the Company by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum.
$3,000 lent to the Company by Blackbriar Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.
$7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum. |
|||||||||||||||||||||||||
Convertible Notes Payable |
12 Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||
| Convertible Notes Payable |
NOTE 5. CONVERTIBLE NOTES PAYABLE
On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:
(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction Event” shall mean either of:
(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible notes outstanding is $ 34,625. As of September 30, 2016 $100,000 of the principal amount of the Note remains outstanding.
The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is $25,000.
On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:
(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction Event” shall mean either of:
(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 8,317. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is $12,500.
On August 26, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 45,205. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
On September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 47,123. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
On September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 48,630. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding.
The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
|
Notes Receivable |
12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | ||||||||||||||||
| Receivables [Abstract] | ||||||||||||||||
| Notes Receivable |
NOTE 6. NOTES RECEIVABLE
$12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. |
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Income Taxes |
12 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||
| Income Taxes |
NOTE 7. INCOME TAXES
As of September 30, 2016
As of September 30, 2016 the Company has a Deferred Tax Asset of $6,876,268 completely attributable to net operating loss carry forwards of approximately $20,224,319 (which expire 20 years from the date the loss was incurred).
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has recorded a valuation allowance reducing all deferred tax assets to 0.
Income tax is calculated at the 34% Federal Corporate Rate. |
Related Party Transactions |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions |
NOTE 8. RELATED PARTY TRANSACTIONS
As of September 30, 2016 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.
The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.
As of September 30, 2016 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of September 30, 2016 the Company is indebted to David R. Koos in the amount of $50. $50 lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of September 30, 2016 the Company is indebted to Blackbriar Partners in the amount of $10,097. $3,000 lent to the Company by Blackbriar Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum. $7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum. David R. Koos, the Chairman and Chief Executive Officer of the Company, also serves as the Chairman and CEO of Blackbriar Partners.
On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.
The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.
Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).
The Agreement may be terminated by The Company:
If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.
The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.
The Agreement may be terminated by either party in the event of a material breach by the other party.
On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance. During the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15th, 2016 liability David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company. |
Commitments and Contingencies |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies |
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month. |
Stockholders Equity |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Equity [Abstract] | |
| Stockholders Equity |
NOTE 10. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2016:
Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 139,712,605 shares issued and outstanding. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1). On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation. Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares issued and outstanding as of September 30, 2016 and 300,000,000 is designated Series A Preferred Stock of which 135,266,697 shares are outstanding as of September 30, 2016. The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.
Series AA Preferred Stock
On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Series A Preferred Stock
On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”). The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders. Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them. If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board. |
Investment Securities |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment Securities |
11. INVESTMENT SECURITIES On September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee. The common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities as of September 30, 2016. As of September 30, 2016:
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Stock Transactions |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Notes to Financial Statements | |
| Stock Transactions |
NOTE 12. STOCK TRANSACTIONS
Common Stock
On October 28, 2015 the Company issued 3,333,334 of its Common Shares for cash consideration of $166,667.
On November 20, 2015 the Company issued 2,200,000 of its Common Shares for cash consideration of $55,000.
On December 29, 2015 the Company issued 4,000,000 of its Common Shares for cash consideration of $100,000.
On January 28, 2016 the Company issued 2,000,000 of its Common Shares for cash consideration of $100,000.
On January 29, 2016 the Company issued 30,000 of its Common Shares for cash consideration of $750.
On February 2, 2016 the Company issued 270,000 of its Common Shares for cash consideration of $6,750.
On February 22, 2016 the Company issued 666,666 of its Common Shares for cash consideration of $33,333.
On February 22, 2016 the Company issued 1,000,000 of its Common Shares for cash consideration of $12,500.
On May 9, 2016 the Company issued 700,000 of its Common Shares in satisfaction of $14,000 of principal indebtedness.
On May 23, 2016 the Company issued 1,000,000 of its Common Shares for cash consideration of $12,500.
On June 6, 2016 the Company issued 3,500,000 of its Common Shares for cash consideration of $118,750.
On June 15, 2016 the Company issued 1,095,000 of its Common Shares for cash consideration of $13,687.
On August 17, 2016 the Company issued 3,966,667 of its Common Shares in satisfaction of $109,000 of principal indebtedness.
On September 8, 2016 the Company issued 197,000 of its Common Shares as consideration for nonemployee services
On September 13, 2016 the Company issued 500,000 of its Common Shares for cash consideration of $6,250
On September 14, 2016 the Company issued 500,000 of its Common Shares as consideration for nonemployee services
Series A Preferred Stock
On October 28, 2015 the Company issued 1,666,667 shares of its Series A Preferred stock for cash consideration of $83,333.
On October 28, 2015 the Company issued 11,000,000 shares of its Series A Preferred stock to Dr. Harry Lander, the Company’s President and Chief Scientific Officer, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander and Regen dated October 9, 2015.
On November 20, 2015 the Company issued 2,200,000 shares of its Series A Preferred stock for cash consideration of $55,000.
On November 20, 2015 the Company issued 400,000 shares of its Series A Preferred stock as consideration for nonemployee services.
On December 29, 2015 the Company issued 4,000,000 shares of its Series A Preferred stock for cash consideration of $100,000.
On January 28, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.
On January 29, 2016 the Company issued 300,000 shares of its Series A Preferred stock for cash consideration of $7,500.
On February 22, 2016 the Company issued 333,333 shares of its Series A Preferred stock for cash consideration of $16,666.
On March 22, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.
On April 7, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock in satisfaction of $10,000 of principal indebtedness.
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate..
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.
On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Todd Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate On May 23, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.
On June 6, 2016 the Company issued 5,500,000 shares of its Series A Preferred stock for cash consideration of $106,250.
On June 15, 2016 the Company issued 3,285,000 shares of its Series A Preferred stock for cash consideration of $41,062.
On July 27, 2016 the Company issued 100,000 shares of its Series A Preferred stock as consideration for nonemployee services
On August 16, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock for cash consideration of $25,000.
On August 22, 2016 the Company issued 4,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.
On September 13, 2016 the Company issued 1,500,000 shares of its Series A Preferred stock for cash consideration of $18,750.
On July 13, 2016 the Company entered into an agreement (“Agreement”) with an outside investor whereby the investor agreed to buy and the Company agreed to sell 1,000,000 Units for consideration of $50,000. Each Unit issuable pursuant to the Agreement shall consist of one share of the Company’s common stock and three shares of the Company’s Series A Preferred Stock. During the quarter ended September 30, 2016 the outside investor paid consideration to the Company of $50,000 for One Million Units. As of September 30, 2016 the securities issuable pursuant to the Agreement have not been issued. |
Changes Affecting Comparibility |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Notes to Financial Statements | |
| Changes Affecting Comparibility |
NOTE 13. CHANGES AFFECTING COMPARIBILITY
Within the Company’s Statement of Cash Flows for the Years Ended September 30, 2015 and 2016 the line item entitled “Increase (Decrease) in Additional paid in Capital” which represents Restricted Stock Award compensation expense recognized for the periods on Restricted Stock Awards issued to employees is presented as an adjustment to reconcile net loss to net cash used in operating activities. The Company’s previously released Statement of Cash Flows for the Year Ended September 30, 2015 presented the same line item as a financing activity. Management has determined that such presentation does not best reflect the nature of the expense incurred and has adjusted the prior period accordingly. |
Subsequent Events |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
NOTE 14. SUBSEQUENT EVENTS
On November 8, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.
On November 8, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock for cash consideration of $12,500.
On November 8, 2016 the Company issued 2,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.
On November 8, 2016 the Company issued 2,000,000 shares of its common stock for cash consideration of $50,000.
On November 8, 2016 the Company issued 1,000,000 shares of its common stock for cash consideration of $12,500.
On November 8, 2016 the Company issued 2,000,000 shares of its common stock for cash consideration of $50,000.
On November 8, 2016 the Company issued 500,000 shares of its Series A Preferred stock for cash consideration of $12,500.
On November 8, 2016 the Company issued 500,000 shares of its common stock for cash consideration of $12,500. |
Organization and Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Accounting Policies [Abstract] | |
| Basis of Accounting |
A. BASIS OF ACCOUNTING
The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end. |
| Use of Estimates |
B. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
| Cash Equivalents |
C. CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
| Property and Equipment |
D. PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized. |
| Fair Value of Financial Instruments |
E. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
Level 1: Quoted prices in active markets for identical assets or liabilities
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
| Income Taxes |
F. INCOME TAXES
The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2016 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. |
| Basic Earning (Loss) Per Share |
G. BASIC EARNINGS (LOSS) PER SHARE
The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. |
| Advertising |
H. ADVERTISING
Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the three months ended June 30, 2016 and $0 for the three months ended June 30, 2015. |
| Revenue Recognition | I. REVENUE RECOGNITION
Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products. The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company. |
Notes Payable (Tables) |
12 Months Ended | |||||||||||||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||
| Notes Payable |
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Notes Receivable (Tables) |
12 Months Ended | |||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||
| Receivables [Abstract] | ||||||||||||||||
| Notes Receivable |
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||
| Deferred tax assets |
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Investment Securities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive Income |
|
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Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
|
| Accounting Policies [Abstract] | |||
| Advertising expenses | $ 0 | $ 0 | |
| Valuation allowance | 100.00% | ||
Going Concern (Details Narrative) |
50 Months Ended |
|---|---|
|
Sep. 30, 2016
USD ($)
| |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Net Income (Loss) | $ (20,224,319) |
| Issuance of equity securities for cash | 1,254,751 |
| Issuance of convertible debt | $ 300,000 |
Notes Payable and Convertible Notes Payable - Notes Payable (Details) |
Sep. 30, 2016
USD ($)
|
|---|---|
| Notes Payable | $ 143,447 |
| David Koos | |
| Notes Payable | 50 |
| Bostonia Partners | |
| Notes Payable | 133,300 |
| Blackbriar Partners | |
| Notes Payable | $ 10,097 |
Notes Payable (Details Narrative) |
12 Months Ended |
|---|---|
|
Sep. 30, 2016
USD ($)
| |
| David Koos | |
| Note payable | $ 50 |
| Interest rate per annum | 10.00% |
| Bostonia Partners | |
| Note payable | $ 20,000 |
| Interest rate per annum | 10.00% |
| Maturity Date | Feb. 19, 2017 |
| Bostonia Partners #2 | |
| Note payable | $ 30,000 |
| Interest rate per annum | 10.00% |
| Maturity Date | Feb. 24, 2017 |
| Bostonia Partners #3 | |
| Note payable | $ 20,000 |
| Interest rate per annum | 10.00% |
| Maturity Date | Mar. 08, 2017 |
| Bostonia Partners #4 | |
| Note payable | $ 63,300 |
| Interest rate per annum | 10.00% |
| Maturity Date | May 10, 2017 |
| Blackbriar Partners | |
| Note payable | $ 3,000 |
| Interest rate per annum | 10.00% |
| Maturity Date | Feb. 19, 2017 |
| Blackbriar Partners #2 | |
| Note payable | $ 7,097 |
| Interest rate per annum | 10.00% |
| Maturity Date | May 09, 2017 |
Convertible Notes Payable (Details Narrative) - USD ($) |
5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 08, 2016 |
Apr. 06, 2016 |
Sep. 08, 2016 |
Aug. 26, 2016 |
Sep. 20, 2016 |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Convertible note issued and outstanding | $ 100,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||
| Convertible note, interest rate | 8.00% | 8.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
| Convertible note, terms |
(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction Event” shall mean either of:
(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
|
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 45,205. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
|
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 47,123. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
|
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 45,205. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
On September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 47,123. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
On September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 48,630. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding.
The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
|
The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2016 the unamortized discount on the convertible note outstanding is $ 48,630. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding.
The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2016 is :
|
||||||||||||||||||||||||||||||||||||
| Beneficial conversion feature | $ 42,600 | $ 9,900 | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||
| Unamortized discount | 38,165 | 9,132 | 47,123 | 45,205 | 48,630 | ||||||||||||||||||||||||||||||||||||
| Converted value that exceeds the principal amount | $ 10,000 | $ 5,000 | $ 450,000 | $ 450,000 | $ 450,000 | ||||||||||||||||||||||||||||||||||||
Notes Receivable - Notes Receivable (Details) |
Sep. 30, 2016
USD ($)
|
|---|---|
| Notes Receivable | $ 12,051 |
| Entest Biomedical, Inc | |
| Notes Receivable | $ 12,051 |
Notes Receivable (Details Narrative) |
12 Months Ended |
|---|---|
|
Sep. 30, 2016
USD ($)
| |
| Notes Receivable | $ 12,051 |
| Entest Biomedical, Inc | |
| Notes Receivable | $ 12,051 |
| Interest rate per annum | 10.00% |
Income Taxes - Deferred tax assets (Details) |
Sep. 30, 2016
USD ($)
|
|---|---|
| Deferred tax assets: | |
| Net operating tax carry forwards | $ 6,876,268 |
| Other | 0 |
| Gross deferred tax assets | 6,876,268 |
| Valuation allowance | (6,876,268) |
| Net deferred tax assets | $ 0 |
Income Taxes (Details Narrative) |
12 Months Ended |
|---|---|
|
Sep. 30, 2016
USD ($)
| |
| Income Tax Disclosure [Abstract] | |
| Deferred Tax Asset | $ 6,876,268 |
| Net operating loss carry forwards | $ 20,224,319 |
| Federal corporate rate | 34.00% |
Commitments and Contingencies (Details Narrative) |
12 Months Ended |
|---|---|
|
Sep. 30, 2016
USD ($)
| |
| Commitments and Contingencies Disclosure [Abstract] | |
| Monthly rent payable to Entest | $ 5,000 |
Stockholders Equity (Details Narrative) - $ / shares |
12 Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 |
Nov. 08, 2016 |
Sep. 13, 2016 |
Sep. 08, 2016 |
Aug. 22, 2016 |
Aug. 17, 2016 |
Aug. 16, 2016 |
Jul. 27, 2016 |
Jun. 15, 2016 |
Jun. 06, 2016 |
May 23, 2016 |
May 09, 2016 |
Apr. 07, 2016 |
Mar. 22, 2016 |
Feb. 22, 2016 |
Feb. 02, 2016 |
Jan. 29, 2016 |
Jan. 28, 2016 |
Dec. 29, 2015 |
Nov. 20, 2015 |
Oct. 28, 2015 |
Sep. 30, 2015 |
|
| Common stock, Par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
| Common stock, authorized | 500,000,000 | 500,000,000 | ||||||||||||||||||||
| Common stock issued and outstanding | 139,712,605 | 500,000 | 197,000 | 3,966,667 | 1,095,000 | 3,500,000 | 1,000,000 | 700,000 | 666,666 | 270,000 | 30,000 | 2,000,000 | 4,000,000 | 2,200,000 | 3,333,334 | 114,753,938 | ||||||
| Preferred stock, par value | $ 0.0001 | $ .0001 | ||||||||||||||||||||
| Preferred stock, authorized | 800,000,000 | 100,000,000 | ||||||||||||||||||||
| Preferred stock, shares issued and outstanding | 2,000,000 | |||||||||||||||||||||
| Series A Preferred | ||||||||||||||||||||||
| Common stock issued and outstanding | 1,666,667 | |||||||||||||||||||||
| Preferred stock, par value | $ .0001 | $ 0.0001 | ||||||||||||||||||||
| Preferred stock, authorized | 300,000,000 | 90,000,000 | ||||||||||||||||||||
| Preferred stock, shares issued and outstanding | 135,266,697 | 2,000,000 | 18,750 | 4,000,000 | 2,000,000 | 100,000 | 3,285,000 | 5,500,000 | 3,000,000 | 1,000,000 | 3,000,000 | 333,333 | 300,000 | 1,000,000 | 4,000,000 | 60,981,697 | ||||||
| Preferred stock, shares outstanding | 135,266,697 | 60,981,697 | ||||||||||||||||||||
| Preferred stock, non-cumulative cash dividends | $ .01 | |||||||||||||||||||||
| Preferred shares voting |
On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”). The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders. |
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| Series AA Preferred Stock | ||||||||||||||||||||||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
| Preferred stock, authorized | 600,000 | 600,000 | ||||||||||||||||||||
| Preferred stock, shares issued and outstanding | 30,000 | 30,000 | ||||||||||||||||||||
| Preferred stock, shares outstanding | 30,000 | 30,000 | ||||||||||||||||||||
| Preferred shares voting |
On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders. |
Investment Securities (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
|
| Accounting Policies [Abstract] | ||
| Investment Securities, Basis | $ 192,000 | |
| Investment Securities, Fair Value | 112,000 | $ 158,400 |
| Investment Securities, Total Unrealized Losses | (80,000) | |
| Investment Securities, Net Unrealized Loss during the quarter | $ (46,400) |
Investment Securities (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Sep. 30, 2016 |
Sep. 28, 2015 |
|
| Accounting Policies [Abstract] | ||
| Stock issued as license fee, shares | 8,000,000 | |
| Stock issued as license fee, value | $ 100,000 | |
| Common shares of Entest Biomedical, Inc | 8,000,000 |
Stock Transactions (Details Narrative) - USD ($) |
Nov. 08, 2016 |
Sep. 30, 2016 |
Sep. 13, 2016 |
Sep. 08, 2016 |
Aug. 22, 2016 |
Aug. 17, 2016 |
Aug. 16, 2016 |
Jul. 27, 2016 |
Jul. 13, 2016 |
Jun. 15, 2016 |
Jun. 06, 2016 |
May 23, 2016 |
May 09, 2016 |
Apr. 07, 2016 |
Mar. 22, 2016 |
Feb. 22, 2016 |
Feb. 02, 2016 |
Jan. 29, 2016 |
Jan. 28, 2016 |
Dec. 29, 2015 |
Nov. 20, 2015 |
Oct. 28, 2015 |
Sep. 30, 2015 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares issued | 139,712,605 | 500,000 | 197,000 | 3,966,667 | 1,095,000 | 3,500,000 | 1,000,000 | 700,000 | 666,666 | 270,000 | 30,000 | 2,000,000 | 4,000,000 | 2,200,000 | 3,333,334 | 114,753,938 | |||||||
| Satisfaction of principal indebtedness | $ 14,000 | ||||||||||||||||||||||
| Cash consideration | $ 50,000 | $ 13,970 | $ 6,250 | $ 109,000 | $ 13,687 | $ 118,750 | $ 12,500 | $ 33,333 | $ 6,750 | $ 750 | $ 100,000 | $ 100,000 | $ 55,000 | $ 166,667 | $ 11,474 | ||||||||
| Preferred stock, shares issued | 2,000,000 | ||||||||||||||||||||||
| Series A Preferred | |||||||||||||||||||||||
| Common Shares issued | 1,666,667 | ||||||||||||||||||||||
| Satisfaction of principal indebtedness | $ 50,000 | ||||||||||||||||||||||
| Cash consideration | $ 50,000 | $ 1,500,000 | $ 50,000 | $ 25,000 | $ 1,000,000 | $ 41,062 | $ 106,250 | $ 37,500 | $ 37,500 | $ 16,666 | $ 7,500 | $ 50,000 | $ 100,000 | $ 83,333 | |||||||||
| Preferred stock, shares issued | 2,000,000 | 135,266,697 | 18,750 | 4,000,000 | 2,000,000 | 100,000 | 3,285,000 | 5,500,000 | 3,000,000 | 1,000,000 | 3,000,000 | 333,333 | 300,000 | 1,000,000 | 4,000,000 | 60,981,697 | |||||||
| Preferred stock value | $ 10,000 | ||||||||||||||||||||||
| Series A Preferred | Todd Caven | |||||||||||||||||||||||
| Preferred stock, shares issued | 10,000,000 | ||||||||||||||||||||||
| Series A Preferred | David Koos | |||||||||||||||||||||||
| Preferred stock, shares issued | 10,000,000 | ||||||||||||||||||||||
| Transaction #2 | |||||||||||||||||||||||
| Common Shares issued | 1,000,000 | ||||||||||||||||||||||
| Cash consideration | $ 12,500 | $ 12,500 | |||||||||||||||||||||
| Preferred stock, shares issued | 1,000,000 | ||||||||||||||||||||||
| Transaction #2 | Series A Preferred | |||||||||||||||||||||||
| Common Shares issued | 400,000 | 11,000,000 | |||||||||||||||||||||
| Cash consideration | $ 12,500 | ||||||||||||||||||||||
| Preferred stock, shares issued | 1,000,000 | ||||||||||||||||||||||
| Series A Preferred | |||||||||||||||||||||||
| Common Shares issued | 2,200,000 | ||||||||||||||||||||||
| Cash consideration | $ 55,000 | ||||||||||||||||||||||
| Series A Preferred | Harry Lander | |||||||||||||||||||||||
| Preferred stock, shares issued | 10,000,000 |
Subsequent Events (Details Narrative) - USD ($) |
Nov. 08, 2016 |
Sep. 30, 2016 |
Sep. 13, 2016 |
Sep. 08, 2016 |
Aug. 22, 2016 |
Aug. 17, 2016 |
Aug. 16, 2016 |
Jul. 27, 2016 |
Jul. 13, 2016 |
Jun. 15, 2016 |
Jun. 06, 2016 |
May 23, 2016 |
May 09, 2016 |
Apr. 07, 2016 |
Mar. 22, 2016 |
Feb. 22, 2016 |
Feb. 02, 2016 |
Jan. 29, 2016 |
Jan. 28, 2016 |
Dec. 29, 2015 |
Nov. 20, 2015 |
Oct. 28, 2015 |
Sep. 30, 2015 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares issued | 139,712,605 | 500,000 | 197,000 | 3,966,667 | 1,095,000 | 3,500,000 | 1,000,000 | 700,000 | 666,666 | 270,000 | 30,000 | 2,000,000 | 4,000,000 | 2,200,000 | 3,333,334 | 114,753,938 | |||||||
| Satisfaction of principal indebtedness | $ 14,000 | ||||||||||||||||||||||
| Cash consideration | $ 50,000 | $ 13,970 | $ 6,250 | $ 109,000 | $ 13,687 | $ 118,750 | $ 12,500 | $ 33,333 | $ 6,750 | $ 750 | $ 100,000 | $ 100,000 | $ 55,000 | $ 166,667 | $ 11,474 | ||||||||
| Preferred stock, shares issued | 2,000,000 | ||||||||||||||||||||||
| Transaction #2 | |||||||||||||||||||||||
| Common Shares issued | 1,000,000 | ||||||||||||||||||||||
| Cash consideration | $ 12,500 | $ 12,500 | |||||||||||||||||||||
| Preferred stock, shares issued | 1,000,000 | ||||||||||||||||||||||
| Transaction #3 | |||||||||||||||||||||||
| Cash consideration | $ 50,000 | ||||||||||||||||||||||
| Preferred stock, shares issued | 2,000,000 | ||||||||||||||||||||||
| Transaction #4 | |||||||||||||||||||||||
| Cash consideration | $ 12,500 | ||||||||||||||||||||||
| Preferred stock, shares issued | 500,000 | ||||||||||||||||||||||
| Series A Preferred | |||||||||||||||||||||||
| Common Shares issued | 1,666,667 | ||||||||||||||||||||||
| Satisfaction of principal indebtedness | $ 50,000 | ||||||||||||||||||||||
| Cash consideration | $ 50,000 | $ 1,500,000 | $ 50,000 | $ 25,000 | $ 1,000,000 | $ 41,062 | $ 106,250 | $ 37,500 | $ 37,500 | $ 16,666 | $ 7,500 | $ 50,000 | $ 100,000 | $ 83,333 | |||||||||
| Preferred stock, shares issued | 2,000,000 | 135,266,697 | 18,750 | 4,000,000 | 2,000,000 | 100,000 | 3,285,000 | 5,500,000 | 3,000,000 | 1,000,000 | 3,000,000 | 333,333 | 300,000 | 1,000,000 | 4,000,000 | 60,981,697 | |||||||
| Preferred stock value | $ 10,000 | ||||||||||||||||||||||
| Series A Preferred | Transaction #2 | |||||||||||||||||||||||
| Common Shares issued | 400,000 | 11,000,000 | |||||||||||||||||||||
| Cash consideration | $ 12,500 | ||||||||||||||||||||||
| Preferred stock, shares issued | 1,000,000 | ||||||||||||||||||||||
| Series A Preferred | Transaction #3 | |||||||||||||||||||||||
| Cash consideration | $ 50,000 | ||||||||||||||||||||||
| Preferred stock, shares issued | 2,000,000 | ||||||||||||||||||||||
| Series A Preferred | Transaction #4 | |||||||||||||||||||||||
| Cash consideration | $ 12,500 | ||||||||||||||||||||||
| Preferred stock, shares issued | 5,000,000 |