SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2016
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 333-191725
REGEN BIOPHARMA, INC.
(Exact name of small business issuer as specified in its charter)
Nevada | 45-5192997 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4700 Spring Street, St 304, La Mesa, California 91942
(Address of Principal Executive Offices)
619 702 1404
(Issuer’s telephone number)
None
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 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 ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
☐ Large accelerated filer | ☐ Accelerated filer |
☐ Non-accelerated filer | ☒ Smaller reporting company |
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of December 31, 2016 there were 145,412,605 shares of common stock issued and outstanding.
As of December 31, 2016 there were 147,966,697 shares of Series A Preferred Stock issued and outstanding.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☒
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PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
REGEN BIOPHARMA , INC. | ||||||||
BALANCE SHEET | ||||||||
As of | As of | |||||||
December 31, 2016 | September 30, 2016 | |||||||
(unaudited) | ||||||||
CURRENT ASSETS | ||||||||
Cash | 220,718 | 24,822 | ||||||
Accounts Recievable | 83,000 | 83,000 | ||||||
Note Recievable | 12,051 | 12,051 | ||||||
Prepaid Expenses | 61,011 | 69,905 | ||||||
Accrued Interest Recievable | 2,878 | 2,578 | ||||||
Due from Former Employees | 15,000 | 15,000 | ||||||
Total Current Assets | 394,658 | 207,356 | ||||||
OTHER ASSETS | ||||||||
Available for Sale Securities | 312,000 | 112,000 | ||||||
Total Other Assets | 312,000 | 112,000 | ||||||
TOTAL ASSETS | 706,658 | 319,356 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current Liabilities: | ||||||||
Bank Overdraft | 0 | 0 | ||||||
Accounts payable | 163,927 | 240,759 | ||||||
Notes Payable | 68,638 | 143,447 | ||||||
Accrued payroll taxes | 3,677 | 33,040 | ||||||
Accrued Interest | 54,841 | 43,918 | ||||||
Accrued Reent | 20,000 | 15,000 | ||||||
Accrued Payroll | 349,496 | 263,996 | ||||||
Due to Shareholder | 25,000 | 50,000 | ||||||
Convertible Notes Payable | 47,425 | 9,041 | ||||||
Total Current Liabilities | 733,004 | 799,201 | ||||||
Long Term Liabilities: | ||||||||
Convertible Notes Payable | 129,776 | 107,057 | ||||||
Total Long Term Liabilities | 129,776 | 107,057 | ||||||
Total Liabilities | 862,779 | 906,258 | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 145412605 issued and outstanding as of December 31, 2016 and 139,712,605 shares issuedand outstanding September 30, 2016 | 14,540 | 13,970 | ||||||
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and December 31, 2016 respectively | ||||||||
Series A Preferred 300,000,000 authorized, 147966697 and 135,266,697 outstanding as of December 31, 2016 and September 30, 2016 respectively | 14,797 | 13,527 | ||||||
Series AA Preferred $0.0001 par value 600,000 authorized and 30, 000 outstanding as of December 31, 2016 and September 30, 2016 | 3 | 3 | ||||||
Additional Paid in capital | 21,714,779 | 18,961,259 | ||||||
Contributed Capital | 728,658 | 728,658 | ||||||
Retained Earnings (Deficit) accumulated during the development stage | (22,748,898 | ) | (20,224,319 | ) | ||||
Accumulated Other Comprehensive Income | 120,000 | (80,000 | ) | |||||
Total Stockholders' Equity (Deficit) | (156,121 | ) | (586,902 | ) | ||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 706,658 | 319,356 | ||||||
The Accompanying Notes are an Integral Part of These Financial Statements |
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REGEN BIOPHARMA , INC. | ||||||||||||
STATEMENT OF OPERATIONS | ||||||||||||
(unaudited) | ||||||||||||
Quarter Ended | Quarter Ended | |||||||||||
December 31, 2016 | December 31, 2015 | |||||||||||
REVENUES | 0 | 0 | ||||||||||
COST AND EXPENSES | ||||||||||||
Research and Development | 42,694 | 105,323 | ||||||||||
General and Administrative | 242,758 | 488,596 | ||||||||||
Consulting and Professional Fees | 233,128 | 80,533 | ||||||||||
Rent | 15,000 | 15,000 | ||||||||||
Total Costs and Expenses | 533,580 | 689,452 | ||||||||||
OPERATING LOSS | (533,580 | ) | (689,452 | ) | ||||||||
OTHER INCOME & (EXPENSES) | ||||||||||||
Interest Income | 300 | 300 | ||||||||||
Other Income | 31,846 | |||||||||||
Refunds of amounts previously paid | ||||||||||||
Interest Expense | (11,923 | ) | (5,001 | ) | ||||||||
Interest Expense attributable to Amortization of Discount | (61,102 | ) | ||||||||||
Loss on issuance of common shares for less than fair value | (1,950,120 | ) | (1,163,313 | ) | ||||||||
Preferred shares issued pursuant to contractual obligations | ||||||||||||
TOTAL OTHER INCOME (EXPENSE) | (1,990,999 | ) | (1,168,014 | ) | ||||||||
NET INCOME (LOSS) | (2,524,579 | ) | (1,857,466 | ) | ||||||||
BASIC AND FULLY DILUTED | ||||||||||||
EARNINGS (LOSS) PER SHARE | (0.018 | ) | (0.0157 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF COMMON | ||||||||||||
SHARES OUTSTANDING | 143,596,121 | 118,216,582 | ||||||||||
The Accompanying Notes are an Integral Part of These Financial Statements |
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REGEN BIOPHARMA, INC. | ||||||||
STATEMENT OF COMPREHENSIVE INCOME | ||||||||
(unaudited) | ||||||||
Quarter Ended December 31 | ||||||||
2016 | 2015 | |||||||
Net Income (Loss) | $ | (2,524,579 | ) | $ | (1,857,466 | ) | ||
Add: | ||||||||
Unrealized Gains on Securities | 200,000 | |||||||
Less: | ||||||||
Unrealized Losses on Securities | (38,400 | ) | ||||||
Total Other Comprehensive Income (Loss) | 200,000 | (38,400 | ) | |||||
Comprehensive Income | $ | (2,324,579 | ) | (1,895,866 | ) | |||
The Accompanying Notes are an Integral Part of These Financial Statements |
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REGEN BIOPHARMA , INC. | |||||||||
STATEMENT OF CASH FLOWS | |||||||||
(unaudited) | |||||||||
Quarter Ended December 31 | Quarter Ended December 31 | ||||||||
2016 | 2015 | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
Net Income (loss) | (2,524,579 | ) | (1,857,466 | ) | |||||
Adjustments to reconcile net Income to net cash | |||||||||
Stock Received as Payment for Services | |||||||||
Preferred Stock Issued for Expenses | |||||||||
Preferred Stock issued for compensation | |||||||||
Preferred Stock issued for Interest | |||||||||
Preferred Stock issued pursuant to contractual obligations | |||||||||
Common Stock issued to Consultants | |||||||||
Preferred Stock issued to Consultants | 40 | ||||||||
Increase (Decrease) in Interest expense attributable to amortization of Discount | 61,102 | ||||||||
Increase in issuance of stock below fair value | 1,950,120 | 1,163,313 | |||||||
Increase in Additional Paid in Capital | 5,240 | 247,723 | |||||||
Changes in operating assets and liabilities: | |||||||||
Increase (Decrease) in Accounts Payable | (76,832 | ) | 1,792 | ||||||
(Increase) Decrease in Accounts Receivable | |||||||||
(Increase) Decrease in Notes Receivable | |||||||||
(Increase) Decrease in Interest Receivable | (300 | ) | (300 | ) | |||||
Increase ( Decrease) in Bank Overdraft | |||||||||
Increase (Decrease) in accrued Expenses | 72,060 | 25,495 | |||||||
(Increase) Decrease in Prepaid Expenses | 8,894 | 9,000 | |||||||
(Increase) Decrease in Due from Former Employee | (15,000 | ) | |||||||
Net Cash Provided by (Used in) Operating Activities | (504,295 | ) | (425,403 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
Common Stock issued for Cash | 267,500 | 32,1667 | |||||||
Preferred Stock issued for Cash | 292,500 | 238,334 | |||||||
Increase in Contributed Capital | 0 | ||||||||
Increase ( Decrease) in Notes Payable | (74,809 | ) | (54,701 | ) | |||||
Increase in Convertible Notes payable | 240,000 | ||||||||
Increase (Decrease) in Due to Shareholder | (25,000 | ) | 50,000 | ||||||
Net Cash Provided by (Used in) Financing Activities | 700,191 | 555,300 | |||||||
Net Increase (Decrease) in Cash | 195,896 | 129,897 | |||||||
Cash at Beginning of Period | 24,822 | 38,620 | |||||||
Cash at End of Period | 220,718 | 168,517 | |||||||
Supplemental Disclosure of Noncash investing and financing activities: | |||||||||
Common shares Issued for Debt | 0 | ||||||||
Preferred Shares Issued for Debt | 0 | ||||||||
Cash Paid for Interest | 1,000 | ||||||||
The Accompanying Notes are an Integral Part of These Financial Statements |
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REGEN BIOPHARMA, INC.
Notes to Financial Statements
As of December 31, 2016
The accompanying unaudited interim condensed consolidated financial statements of Regen Biopharma , Inc. (“Regen” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K for the year ended September 30, 2016. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
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:
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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 December 31, 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 quarter ended December 31, 2016 .
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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.
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 August2014, 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
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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.
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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 $ 22,748,898 during the period from April 24, 2012 (inception) through December 31, 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 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. During the quarter ended December 31, 2016 the Company raised $585,000 through the issuance of equity securities for cash and $240,000 through the issuance of convertible debentures.
NOTE 4. NOTES PAYABLE
December 31, 2016 | ||||
David Koos ( Note 8) | 50 | |||
Bostonia Partners | 68,588 | |||
Notes payable | $ | 68,638 |
$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.
$5,288 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.
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).
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(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 December 31, 2016 the unamortized discount on the convertible notes outstanding is $ 31,085. As of December 31, 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 December 31, 2016 is $0.
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).
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(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 December 31, 2016 the unamortized discount on the convertible note outstanding is $ 7,495. As of December 31, 2016 $50,000 of the principal amount of the Note remains outstanding.
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 December 31, 2016 the unamortized discount on the convertible note outstanding is $ 32,739. As of December 31, 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 December 31, 2016 is :
(a) | $278,000 if the entire principal amount is converted into common stock |
(b) | $209,600 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 December 31, 2016 the unamortized discount on the convertible note outstanding is $ 34,657. As of December 31, 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 December 31, 2016 is :
(a) | $278,000 if the entire principal amount is converted into common stock |
(b) | $209,600 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 December 31, 2016 the unamortized discount on the convertible note outstanding is $ 36,164. As of December 31, 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 December 31, 2016 is :
(a) | $278,000 if the entire principal amount is converted into common stock |
(b) | $209,600 if the entire principal amount is converted into Series A Preferred stock |
On October 7, 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 two 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 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 ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
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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 December 31, 2016 the unamortized discount on the convertible note outstanding is $ 44,178. As of December 31, 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 December 31, 2016 is :
(a) | $278,000 if the entire principal amount is converted into common stock |
(b) | $209,600 if the entire principal amount is converted into Series A Preferred stock |
On October 31, 2016 (“Issue date”) the Company issued a second 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 two 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 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 ten (10) 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 December 31, 2016 the unamortized discount on the convertible note outstanding is $ 45,821. As of December 31, 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 December 31, 2016 is :
(a) | $278,000 if the entire principal amount is converted into common stock |
(b) | $209,600 if the entire principal amount is converted into Series A Preferred stock |
On October 31, 2016 (“Issue date”) the Company issued a third 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 two 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 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.
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The Company shall have the right, exercisable on not less than ten (10) 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 December 31, 2016 the unamortized discount on the convertible note outstanding is $ 45,821. As of December 31, 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 December 31, 2016 is :
(a) | $278,000 if the entire principal amount is converted into common stock |
(b) | $209,600 if the entire principal amount is converted into Series A Preferred stock |
On October 31, 2016 (“Issue date”) the Company issued a fourth 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 two 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 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 ten (10) 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 December 31, 2016 the unamortized discount on the convertible note outstanding is $ 45,821. As of December 31, 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 December 31, 2016 is :
(a) | $278,000 if the entire principal amount is converted into common stock |
(b) | $209,600 if the entire principal amount is converted into Series A Preferred stock |
On December 22, 2016 (“Issue date”) the Company issued a fifth Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $40,000 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 $0.01 per share.
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The Company shall have the right, exercisable on not less than ten (10) 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 $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2016 the unamortized discount on the convertible note outstanding is $ 39,013. As of December 31, 2016 $40,000 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 December 31, 2016 is :
(a) | $288,000 if the entire principal amount is converted into common stock |
(b) | $219,600 if the entire principal amount is converted into Series A Preferred stock |
NOTE 6. NOTES RECEIVABLE
December 31, 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 December 31, 2016
Deferred tax assets: | |||
Net operating tax carry forwards | $ | 7,734,625 | |
Other | -0- | ||
Gross deferred tax assets | 7,734,625 | ||
Valuation allowance | (7,734,625) | ||
Net deferred tax assets | $ | -0- |
As of December 31, 2016 the Company has a Deferred Tax Asset of $7,734,625 completely attributable to net operating loss carry forwards of approximately $22,748,898 (which expire 20 years from the date the loss was incurred).
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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 December 31, 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 December 31, 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 December 31, 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.
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).
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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.
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 December 31, 2016:
Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 145,412,605 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 December 31, 2016 and 300,000,000 is designated Series A Preferred Stock of which 147,966,697 shares are outstanding as of December 31, 2016.
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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.
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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 December 31, 2016.
As of December 31, 2016:
8,000,000 | Common Shares of Entest Biomedical, Inc. | |||||||||||||
Basis | Fair Value | Total Unrealized Gains in Other Comprehensive Income | Net Unrealized Gain or (Loss) realized during the quarter ended December 31, 2016 | |||||||||||
$ | 192,000 | $ | $312,000 | 120,000 | 200,000 |
NOTE 12. STOCK TRANSACTIONS
Common Stock
On November 8, 2016 the Company sold 5,000,000 of its Common Shares for consideration of $112,500.
On November 9, 2016 the Company sold 500,000 of its Common Shares for consideration of $12,500.
On December 19, 2016 the Company sold 7,700,000 of its Common Shares for consideration of $142,500
Series A Preferred Stock
On November 8, 2016 the Company sold 5,000,000 of its Series A Preferred Shares for consideration of $112,500.
On November 9, 2016 the Company sold 500,000 of its Series A Preferred Shares for consideration of $12,5000
On December 19, 2016 the Company sold 9,700,000 of its Series A Preferred Shares for consideration of $ 167,500
Cancellation of Officer Shares
On December 27, 2016 Todd Caven, the Company’s Chief Financial Officers, agreed to the cancellation of 7,500,000 of his personally owned Common Shares of the Company. No consideration was paid to Mr. Caven for this cancellation.
On December 30, 2016 Todd Caven, the Company’s Chief Financial Officers, agreed to the cancellation of 2,500,000 of his personally owned Series A Preferred Shares of the Company. No consideration was paid to Mr. Caven for this cancellation.
NOTE 13. CHANGES AFFECTING COMPARIBILITY
Within the Company’s Statement of Cash Flows for the Quarters Ended December 31, 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 Quarter Ended December 31, 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.
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NOTE 14. SUBSEQUENT EVENTS
On January 5, 2017 the Company sold 1,000,000 of its Common Shares for consideration of $12,500
On January 5, 2017 the Company sold 1,000,000 of its Series A Preferred Shares for consideration of $ 12,500
On January 10, 2017 Regen Biopharma, Inc. (“Regen”) 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 M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock").
The Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore
On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CERTAIN FORWARD-LOOKING INFORMATION
Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company’s operations, economic performance, financial conditions, margins and growth in sales of the Company’s products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to” We”, “Us”, “Company” or the “Company” refer to Regen BioPharma, Inc.
Material Changes in Financial Condition
As of December 31, 2016, we had Cash of $ 220,718 and as of September 30, 2016 we had Cash of $24,822.
The increase in cash of approximately 789.21% is primarily attributable to:
(a) | $560,000 of equity securities sold for cash |
(b) | $240,000 of convertible notes sold for cash |
(c) | $25,000 deposited by an unaffiliated investor pursuant to an agreement whereby the unaffiliated investor agreed to buy and the Company agreed to sell equity securities of the Company. As of December 31, 2016 the securities issuable pursuant to the agreement had yet to be issued to the unaffiliated investor. |
Offset by:
(a) | Net reduction of Notes Payable of $74, 809 |
(b) | Costs of conducting the business of the Company |
As of September 30, 2016 we had Prepaid Expenses of $ 69,905 and as of December 31, 2016 we had Prepaid Expenses of $61,011.
The decrease in Prepaid Expenses of approximately 12.7% attributable to the recognition during the quarter ended December 31, 2016 of $8,894 of expenses which had been prepaid by the company during the quarter ended September 30, 2016
As of September 30 , 2016 we had Accrued Interest Receivable of $ 2,578 and as of December 31, 2016 we had Accrued Interest Receivable of $2,878
The increase in of Accrued Interest Receivable of approximately 11.6% is attributable to interest accrued but unpaid during the three months ended December 31 , 2016 resulting from amounts due to the Company by Entest Bio-Medical, Inc. David R. Koos serves as Chairman of the Board and Chief Executive Officer of both the Company and Entest Bio-Medical, Inc.
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As of September 30, 2016 we had Available for Sale Securities of $112,000 and as of December 31, 2016 we had Available for Sale Securities of $312,000
The increase in Available for Sale Securities of 178 % is attributable to unrealized gains recognized on 8,000,000 common shares of Entest Biomedical, Inc. owned by the Company.
As of September 30, 2016 we had Accounts Payable of $240,759 and as of December 31, 2016 we had Accounts payable of $163,927.
The decrease in Accounts Payable of approximately 31.9% is attributable to decreases 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 December 31, 2016 we had Notes Payable of $ 68,638 .
The decrease in Notes Payable of approximately 52.1% is attributable to the repayment of $74,809 of principal indebtedness during the three months ended December 31, 2016.
As of September 30, 2016 we had Accrued Payroll Taxes of $33,040 and as of December 31, 2016 we had Accrued Payroll Taxes of $3,677.
The decrease in Accrued Payroll Taxes of approximately 89% is attributable to the derecognition of $31, 846 of employer payroll tax payable resulting from the cancellation within the same calendar year of vesting of :
(a) | 7,500,000 shares of Regen’s common stock personally owned by Todd S. Caven, Regen’s Chief Financial Officer, issued as compensation |
(b) | 2,500,000 shares of Regen’s Series A Preferred personally owned by Todd S. Caven issued as compensation. |
As of September 30, 2016, we had Accrued Payroll of $263,996 and as of December 31, 2016 we had Accrued Payroll of $349,496.
The increase in Accrued Payroll of approximately 32.3% is attributable to :
(a) | $45,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended December 31, 2016 |
(b) | $40,500 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the three months ended December 31, 2016 |
As of September 30, 2016 we had Accrued Interest of $43,918 and as of December 31, 2016 we had Accrued Interest of $54,841.
The increase in Accrued Interest of approximately 24.9% is attributable to interest expense on Notes Payable and Convertible Notes Payable incurred during the three months ended December 31, 2016 but not yet paid.
As of September 30,2016 we had Convertible Notes Payable of $300,000 and as of December 31, 2016 we had Convertible Notes Payable of $ 540,000.
The increase in Convertible Notes Payable of 80% is attributable to Convertible Notes with an aggregate face value of $240,000 having been sold for $240,000 cash by the Company during the quarter ended December 31, 2016.
As of September 30, 2016 we had Amounts due to Shareholder of $50,000 and as of December 31, 2016 we had Amounts Due to Shareholder of $25,000.
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The decrease in Amount due to Shareholder of 50% 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. During the quarter ended December 31, 2016 the securities issuable pursuant to the Agreement were issued reducing Amount due to Shareholder by $50,000.
On December 22, 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 $25,000. Each Unit issuable pursuant to the Agreement shall consist of one share of the Company’s common stock and one share of the Company’s Series A Preferred Stock. During the quarter ended December 31, 2016 the outside investor paid consideration to the Company of $25,000 for One Million Units. As of December 31, 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 December 31, 2016 we had Accrued Rent of $20,000.
The increase in Accrued Rent of 33.23% is attributable to Rental Expenses accrued but unpaid for the months of September 2016, October 2016, November 2016 and December 2016.
Material Changes in Results of Operations
Revenues from operations were $0 for the three months ended December 31, 2016 and -0- for the three months ended December 31, 2015. Net Losses were $2,524,579 for the three months ended December 31, 2016 and $ 1,857,466 for the same period ended 2015.
The increase in Net Losses of approximately 35.9% is primarily attributable to increases in expenses recognized resulting from the issuance for less than fair value of equity securities during the quarter ended December 31, 2016 as compared to the same period ended 2015, increases in consulting expenses recognized during the quarter ended December 31 2016 as compared to the same period ended 2015, increases in interest expense as well as interest expense attributable to amortization of discount attributable to Beneficial Conversion Features recognized on Convertible Notes recognized during the quarter ended December 31 2016 as compared to the same period ended 2015 offset by decreases in Research and Development as well as General and Administrative expenses recognized during the quarter ended December 31 2016 as compared to the same period ended 2015 as well as the recognition during the quarter ended December 31 2016 of Other Income of $31,846 recognized in connection with elimination of certain payroll tax liabilities ..
As of December 31, 2016 we had $220,718 cash on hand and current liabilities of $733,004 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.
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.
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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. During the three months ended December 31, 2016 the Company raised $240,000 through the issuance of convertible debt and $560,000 through the issuance of equity securities.
As of December 31, 2016 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company’s Principal Executive Officer and Todd S. Caven who is the Company’s Chief Financial Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.
Changes in Internal Controls over Financial Reporting
In connection with the evaluation of the Company’s internal controls during the period commencing on October 1, 2016 and ending on December 31, 2016, David Koos and Todd S. Caven , who serve as the Company’s Principal Executive Officer and Principal Financial Officer respectively, have determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. 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 2. Unregistered Sales of Equity Securities and Use of Proceeds
Common Stock:
On November 8, 2016 the Company sold 5,000,000 of its Common Shares (“Shares”) for consideration of $112,500.
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 9, 2016 the Company sold 500,000 (“Shares”) of its Common Shares for 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 sold 7,700,000 of its Common Shares (“Shares”) for consideration of $142,500
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 January 5, 2017 the Company sold 1,000,000 of its Common Shares (“Shares”) for 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.
Series A Preferred Shares
On November 8, 2016 the Company sold 5,000,000 of its Series A Preferred Shares (“Shares”) for consideration of $112,500.
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 9, 2016 the Company sold 500,000 of its Series A Preferred Shares (“Shares”) for 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 sold 9,700,000 of its Series A Preferred Shares (“Shares”) for consideration of $ 167,500
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 January 5, 2017 the Company sold 1,000,000 of its Series A Preferred Shares (“Shares”) for 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.
Convertible Notes
On October 7, 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 two 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 October 31, 2016 (“Issue date”) the Company issued a second 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 two 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.
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On October 31, 2016 (“Issue date”) the Company issued a third 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 two 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 October 31, 2016 (“Issue date”) the Company issued a fourth 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 two 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 December 22, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $40,000 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 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 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None
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Item 6. EXHIBITS
31.1 | Certification of Chief Executive Officer |
31.2 | Certification of Acting Chief Financial Officer |
32.1 | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
10.1 | Form of Unit Purchase Agreement $100,000 (a) |
10.2 | Form of Unit Purchase Agreement $100,000 (b) |
10.3 | Form of Unit Purchase Agreement $25,000 ( c) |
10.4 | Form of Unit Purchase Agreement dated 10/25/2016(d) |
10.5 | Form of Unit Purchase Agreement 3 million Units ( e) |
10.6 | Form of Unit Purchase Agreement 500,00 Units(f) |
10.7 | Form of Unit Purchase Agreement 1,500,000 Units (g) |
10.8 | Form of Unit Purchase 1,750,000 Units (h) |
10.9 | Convertible Note $50,000 |
10.10 | Convertible Note $50,000 |
10.11 | Convertible Note $50,000 |
10.12 | Convertible Note $50,000 |
10.13 | Convertible Note $40,000 |
10.14 | Form of Unit Purchase Agreement $25,000 |
10.15 | Text of Certificate of Designations Series M Preferred Stock (i) |
(a) | Incorporated by reference to Exhibit 10.79 of the Company’s Form 10-K for the year ended September 30, 2016 |
(b) | Incorporated by reference to Exhibit 10.80 of the Company’s Form 10-K for the year ended September 30, 2016 |
(c) | Incorporated by reference to Exhibit 10.81 of the Company’s Form 10-K for the year ended September 30, 2016 |
(d) | Incorporated by reference to Exhibit 10.82 of the Company’s Form 10-K for the year ended September 30, 2016 |
(e) | Incorporated by reference to Exhibit 10.83 of the Company’s Form 10-K for the year ended September 30, 2016 |
(f) | Incorporated by reference to Exhibit 10.84 of the Company’s Form 10-K for the year ended September 30, 2016 |
(g) | Incorporated by reference to Exhibit 10.85 of the Company’s Form 10-K for the year ended September 30, 2016 |
(h) | Incorporated by reference to Exhibit 10.86 of the Company’s Form 10-K for the year ended September 30, 2016 |
(i) | Incorporated by reference to Exhibit 3(i) of the Company’s Form 8-K filed January 20, 2017 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on January 23, 2017.
Regen Biopharma, Inc. | |||
By: | /s/ David R. Koos | ||
Name: | David R. Koos | ||
Title: | Principal Executive Officer | ||
Date: | January 23, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on January 23, 2017.
Regen Biopharma, Inc. | |||
By: | /s/ David R. Koos | ||
Name: | David R. Koos | ||
Title: | Chairman, Director | ||
Date: | January 23, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on January 23, 2017.
Regen Biopharma, Inc. | |||
By: | /s/ Todd S. Caven | ||
Name: | Todd S. Caven | ||
Title: | Principal Financial Officer | ||
Date: | January 23, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on January 23, 2017.
Regen Biopharma, Inc. | |||
By: | /s/ Todd S. Caven | ||
Name: | Todd S. Koos | ||
Title: | Principal Accounting Officer | ||
Date: | January 23, 2017 |
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Exhibit 10.14
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) 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 2.5 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 |
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(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 22nd day of December, 2016.
By: | ||||
Company | ||||
David Koos, CEO | ||||
Regen Biopharma, Inc. | ||||
Date: December 22, /2016 | ||||
Purchaser | ||||
By: | ||||
Its: | ||||
Date: December 22, 2016 | ||||
Number of Units Purchased: | 1,000,000 | |||
Total Purchase Price: | $25,000 |
Exhibit 10.9
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: | October 31 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 October 31, 2018, 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.
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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.
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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/ | Dated: | ||
Chairman and CEO | |||
________________ |
10/31/2016 | ||
Purchaser |
The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
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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 |
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Exhibit 10.10
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: | October 7 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 October 7, 2018, 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.
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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.
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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).
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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/ | Dated: | ||
Chairman and CEO | |||
________________ |
10/7/2016 |
Purchaser
The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
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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 |
5 |
Exhibit 10.11
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: | October 31 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 October 31, 2018, 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.
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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.
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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).
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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/ | Dated: | ||
Chairman and CEO | |||
________________ |
10/31/2016 |
Purchaser
The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
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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 |
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Exhibit 10.12
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: | October 31 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 October 31, 2018, 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.
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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.
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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).
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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/ | Dated: | ||
Chairman and CEO | |||
________________ |
10/31/2016 |
Purchaser
The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
4 |
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 |
5 |
Exhibit 10.13
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: | December 22 2016 | : | Principal Amount: $40,000 |
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 December 22 , 2017, the principal amount of Forty 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 $0.01 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.
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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.
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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).
3 |
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/ | Dated: | ||
Chairman and CEO | |||
________________ |
12/22/2016 |
Purchaser
The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
4 |
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 |
5 |
Exhibit 10.14
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) 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 2.5 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 |
1 |
(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.
2 |
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 22nd day of December, 2016.
By: | ||||
Company | ||||
David Koos, CEO | ||||
Regen Biopharma, Inc. | ||||
Date: December 22, /2016 | ||||
Purchaser | ||||
By: | ||||
Its: | ||||
Date: December 22, 2016 | ||||
Number of Units Purchased: | 1,000,000 | |||
Total Purchase Price: | $25,000 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Koos, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q 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 control 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, 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 the registrant's board of directors (or persons performing the equivalent functions):
(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.
Date: January 23, 2017 | By: | /s/ David R. Koos |
David R. Koos Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF ACTING 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 Quarterly Report on Form 10-Q 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 control 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, 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 the registrant's board of directors (or persons performing the equivalent functions):
(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.
Date: January 23, 2017 | By: | /s/ Todd S. Caven |
Todd S. Caven Acting Chief Financial 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 Quarterly report of Regen BioPharma, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
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.
Date: January 23, 2017 | By: | /s/ David R. Koos |
David R. Koos Chief Executive Officer |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Regen BioPharma, Inc. and will be retained by Regen BioPharma, Inc. and furnished to the Securities and Exchange Commission or its staff upon request
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 Quarterly report of Regen BioPharma, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:
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.
Date: January 23, 2017 | By: | /s/ Todd S. Caven |
Todd S. Caven Acting Chief Financial Officer |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Regen BioPharma, Inc. and will be retained by Regen BioPharma, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Document and Entity Information |
3 Months Ended |
---|---|
Dec. 31, 2016
shares
| |
Document And Entity Information | |
Entity Registrant Name | Regen BioPharma Inc |
Entity Central Index Key | 0001589150 |
Document Type | 10-Q |
Document Period End Date | Dec. 31, 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 Common Stock, Shares Outstanding | 145,412,605 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2017 |
Balance Sheet (Unaudited) (Parenthetical) - $ / shares |
Dec. 31, 2016 |
Sep. 30, 2016 |
---|---|---|
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 | |
Common stock, shares outstanding | 145,412,605 | 139,712,605 |
Preferred stock, par value | $ 0.0001 | $ .0001 |
Preferred stock, shares authorized | 800,000,000 | 100,000,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 300,000,000 | 300,000,000 |
Preferred stock, shares issued | 147,966,697 | 139,712,605 |
Preferred stock, shares outstanding | 147,966,697 | 139,712,605 |
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 ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Income Statement [Abstract] | ||
REVENUES | $ 0 | $ 0 |
COST AND EXPENSES | ||
Research and Development | 42,694 | 105,323 |
General and Administrative | 242,758 | 488,596 |
Consulting and Professional Fees | 233,128 | 80,533 |
Rent | 15,000 | 15,000 |
Total Costs and Expenses | 533,580 | 689,452 |
OPERATING LOSS | (533,580) | (689,452) |
OTHER INCOME & (EXPENSES) | ||
Interest Income | 300 | 300 |
Other Income | 31,846 | |
Refunds of amounts previously paid | ||
Interest Expense | (11,923) | (5,001) |
Interest Expense attributable to Amortization of Discount | (61,102) | |
Loss on issuance of common shares for less than fair value | (1,950,120) | (1,163,313) |
Preferred shares issued pursuant to contractual obligations | ||
TOTAL OTHER INCOME (EXPENSE) | (1,990,999) | (1,168,014) |
NET INCOME (LOSS) | $ (2,524,579) | $ (1,857,466) |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.018) | $ (0.0157) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 143,596,121 | 118,216,582 |
Statement of Comprehensive Income (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Statement Of Comprehensive Income | ||
Net Income (Loss) | $ (2,524,579) | $ (1,857,466) |
Add: | ||
Unrealized Gains on Securities | 200,000 | |
Less: | ||
Unrealized Losses on Securities | (38,400) | |
Total Other Comprehensive Income (Loss) | 200,000 | (38,400) |
Comprehensive Income | $ (2,324,579) | $ (1,895,866) |
Organization and Summary of Significant Accounting Policies |
3 Months Ended |
---|---|
Dec. 31, 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 Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 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 quarter ended December 31, 2016 .
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 Companys estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensees 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. 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 Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 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 quarter ended December 31, 2016 .
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 Companys estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensees 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 |
3 Months Ended |
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Dec. 31, 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 entitys 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 awards 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 August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entitys 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 entitys 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 entitys liquidation becomes imminent, financial statements should be prepared
under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial StatementsLiquidation Basis of Accounting. Even when an entitys liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entitys 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 Companys 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 Companys 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 Companys management has not determined whether implementation of such standards would be material to its financial statements. |
Going Concern |
3 Months Ended |
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Dec. 31, 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 $ 22,748,898 during the period from April 24, 2012 (inception) through December 31, 2016. This condition raises substantial doubt about the Companys ability to continue as a going concern. The Companys 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 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. During the quarter ended December 31, 2016 the Company raised $585,000 through the issuance of equity securities for cash and $240,000 through the issuance of convertible debentures. |
Notes Payable |
3 Months Ended | ||||||||||||||||||||
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Dec. 31, 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.
$5,288 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. |
Convertible Notes Payable |
3 Months Ended | ||||||||||||||||||
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Dec. 31, 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 Lenders 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 Companys 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 Companys 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 Notes 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 Lenders 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 Companys 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 Companys 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 Notes 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 Notes 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 Notes 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 Notes as converted value exceeds the principal amount as of September 30, 2016 is :
|
Notes Receivable |
3 Months Ended | |||||||||||||||
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Dec. 31, 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. |
Income Taxes |
3 Months Ended | ||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||
Income Taxes |
NOTE 7. INCOME TAXES
As of December 31, 2016
As of December 31, 2016 the Company has a Deferred Tax Asset of $7,734,625completely attributable to net operating loss carry forwards of approximately $22,748,898 (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 |
3 Months Ended |
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Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions |
NOTE 8. RELATED PARTY TRANSACTIONS
As of December 31, 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 Companys 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 December 31, 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 December 31, 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.
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 Zanders 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 Zanders 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 |
3 Months Ended |
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Dec. 31, 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 Companys 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 |
3 Months Ended |
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Dec. 31, 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 December 31, 2016:
Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 145,412,605 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 Companys 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 31, 2016 and 300,000,000 is designated Series A Preferred Stock of which 147,966,697 shares are outstanding as of December 31, 2016. The abovementioned shares authorized pursuant to the Companys 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 |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 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 Companys sole investment securities as of December 31, 2016. As of December 31, 2016:
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Stock Transactions |
3 Months Ended |
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Dec. 31, 2016 | |
Notes to Financial Statements | |
Stock Transactions |
NOTE 12. STOCK TRANSACTIONS
Common Stock
On November 8, 2016 the Company sold 5,000,000 of its Common Shares for consideration of $112,500.
On November 9, 2016 the Company sold 500,000 of its Common Shares for consideration of $12,500.
On December 19, 2016 the Company sold 7,700,000 of its Common Shares for consideration of $142,500
Series A Preferred Stock
On November 8, 2016 the Company sold 5,000,000 of its Series A Preferred Shares for consideration of $112,500.
n November 9, 2016 the Company sold 500,000 of its Series A Preferred Shares for consideration of $12,5000
On December 19, 2016 the Company sold 9,700,000 of its Series A Preferred Shares for consideration of $ 167,500
Cancellation of Officer Shares
On December 27, 2016 Todd Caven, the Companys Chief Financial Officers, agreed to the cancellation of 7,500,000 of his personally owned Common Shares of the Company. No consideration was paid to Mr. Caven for this cancellation.
On December 30, 2016 Todd Caven, the Companys Chief Financial Officers, agreed to the cancellation of 2,500,000 of his personally owned Series A Preferred Shares of the Company. No consideration was paid to Mr. Caven for this cancellation. |
Changes Affecting Comparibility |
3 Months Ended |
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Dec. 31, 2016 | |
Notes to Financial Statements | |
Changes Affecting Comparibility |
NOTE 13. CHANGES AFFECTING COMPARIBILITY
Within the Companys Statement of Cash Flows for the Quarters Ended December 31, 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 Companys previously released Statement of Cash Flows for the Quarter Ended December 31, 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 |
3 Months Ended |
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Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS
On January 5, 2017 the Company sold 1,000,000 of its Common Shares for consideration of $12,500
On January 5, 2017 the Company sold 1,000,000 of its Series A Preferred Shares for consideration of $ 12,500
On January 10, 2017 Regen Biopharma, Inc. (Regen) 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 M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock"). The Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders. The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regens stockholders, a ratable share in the assets of Regen. |
Organization and Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
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Dec. 31, 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 Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 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 EARNINGS (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 quarter ended December 31, 2016 . |
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 Companys estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensees 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) |
3 Months Ended | ||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Notes Payable |
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Notes Receivable (Tables) |
3 Months Ended | ||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||
Receivables [Abstract] | |||||||||||||||||||||
Notes Receivable |
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Income Taxes (Tables) |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||
Deferred tax assets |
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Investment Securities (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive Income | 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 ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee. The common shares of Entest Biomedical, Inc described above constitute the Companys sole investment securities as of December 31, 2016. As of December 31, 2016:
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Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
3 Months Ended | |
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Dec. 31, 2016 |
Dec. 31, 2015 |
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Accounting Policies [Abstract] | ||
Advertising expenses | $ 0 | $ 0 |
Valuation allowance | 100.00% |
Going Concern (Details Narrative) - USD ($) |
3 Months Ended | 56 Months Ended |
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Dec. 31, 2016 |
Dec. 31, 2016 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss since inception | $ (2,524,579) | $ (22,748,898) |
Issuance of equity securities for cash | 1,254,751 | |
Issuance of convertible debt | $ 300,000 |
Notes Payable and Convertible Notes Payable - Notes Payable (Details) - USD ($) |
Dec. 31, 2016 |
Sep. 30, 2016 |
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Notes Payable | $ 68,638 | $ 143,447 |
David Koos | ||
Notes Payable | 50 | |
Bostonia Partners | ||
Notes Payable | $ 68,588 |
Notes Payable (Details Narrative) - USD ($) |
3 Months Ended | 12 Months Ended | |
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Dec. 31, 2016 |
Dec. 31, 2015 |
Sep. 30, 2016 |
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David Koos | |||
Note payable | $ 50 | ||
Interest rate per annum | 10.00% | 10.00% | |
Bostonia Partners | |||
Note payable | $ 5,288 | ||
Interest rate per annum | 10.00% | ||
Maturity Date | Mar. 08, 2017 | ||
Bostonia Partners 2 | |||
Note payable | $ 63,300 | ||
Interest rate per annum | 10.00% | ||
Maturity Date | May 10, 2017 |
Convertible Notes Payable (Details Narrative) - USD ($) |
1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
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Oct. 07, 2016 |
Oct. 31, 2016 |
Dec. 22, 2016 |
Mar. 08, 2016 |
Apr. 06, 2016 |
Sep. 08, 2016 |
Aug. 26, 2016 |
Sep. 20, 2016 |
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Convertible note issued and outstanding | $ 50,000 | $ 40,000 | $ 100,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | 10.00% | 8.00% | 8.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||
Convertible note, terms | 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 ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
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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 ten (10) 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 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 $0.01 per share.
The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. |
(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 Lenders 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 Companys 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 Companys proprietary NR2F6 intellectual property
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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 Notes as converted value exceeds the principal amount as of September 30, 2016 is :
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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 $ 47,123. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Notes as converted value exceeds the principal amount as of September 30, 2016 is :
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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 Notes 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 Notes 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 Notes as converted value exceeds the principal amount as of September 30, 2016 is :
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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 $ 48,630. As of September 30, 2016 $50,000 of the principal amount of the Note remains outstanding.
The amount by which the Notes as converted value exceeds the principal amount as of September 30, 2016 is :
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Beneficial conversion feature | $ 50,000 | $ 50,000 | $ 40,000 | $ 42,600 | $ 9,900 | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 44,178 | $ 39,013 | $ 31,085 | $ 7,495 | $ 34,657 | $ 32,739 | $ 36,164 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | ||||||||||||||||||||||||||||||||||||||||||||
Convertible note issued and outstanding | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Convertible note, terms | 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 ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. |
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Beneficial conversion feature | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 45,821 | |||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable #2 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible note issued and outstanding | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Convertible note, terms | 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 ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. |
|||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 45,821 | |||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable #3 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible note issued and outstanding | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Convertible note, terms | 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 ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.
|
|||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 45,821 |
Notes Receivable - Notes Receivable (Details) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Notes Receivable | $ 12,051 | |
Entest Biomedical, Inc | ||
Notes Receivable | $ 12,051 |
Notes Receivable (Details Narrative) - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Sep. 30, 2016 |
|
Notes Receivable | $ 12,051 | |
Entest Biomedical, Inc | ||
Notes Receivable | $ 12,051 | |
Interest rate per annum | 10.00% |
Income Taxes - Deferred tax assets (Details) |
Dec. 31, 2016
USD ($)
|
---|---|
Deferred tax assets: | |
Net operating tax carry forwards | $ 7,734,625 |
Other | 0 |
Gross deferred tax assets | 7,734,625 |
Valuation allowance | (7,734,625) |
Net deferred tax assets | $ 0 |
Income Taxes (Details Narrative) |
3 Months Ended |
---|---|
Dec. 31, 2016
USD ($)
| |
Income Tax Disclosure [Abstract] | |
Deferred Tax Asset | $ 7,734,625 |
Net operating loss carry forwards | $ 22,748,898 |
Federal corporate rate | 34.00% |
Related Party Transactions (Details Narrative) - USD ($) |
3 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2016 |
Sep. 30, 2016 |
Dec. 31, 2015 |
Sep. 30, 2016 |
|
Capital contributions from related party | $ 728,658 | |||
Common shares issued to BMSN | 50,010,000 | |||
Value of shares issued to BMSN | $ 20,090 | |||
Monthly rent payable to Entest | 5,000 | |||
Notes Receivable | $ 12,051 | $ 12,051 | ||
Notes Payable, Total amount | 68,638 | 143,447 | 143,447 | |
License fee | $ 100,000 | 17,000 | ||
Royalties receivable, percentage | 4.00% | |||
Royalties, receivable | $ 10,000 | $ 10,000 | ||
Common shares issued in satisfaction of license fee | 8,000,000 | 8,000,000 | ||
Revenue recognized equivalent to fair value of common shares | $ 192,000 | |||
David Koos | ||||
Interest rate per annum | 10.00% | 10.00% | ||
Notes Payable, Total amount | 50 | |||
Note payable | $ 50 |
Commitments and Contingencies (Details Narrative) |
3 Months Ended |
---|---|
Dec. 31, 2016
USD ($)
| |
Commitments and Contingencies Disclosure [Abstract] | |
Monthly rent payable to Entest | $ 5,000 |
Stockholders Equity (Details Narrative) - $ / shares |
3 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Jan. 05, 2017 |
Dec. 19, 2016 |
Nov. 09, 2016 |
Nov. 08, 2016 |
Sep. 30, 2016 |
|
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 | ||||||
Preferred stock, par value | $ 0.0001 | $ .0001 | |||||
Preferred stock, authorized | 800,000,000 | 100,000,000 | |||||
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 | 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). |
||||||
Series A Preferred Stock | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, authorized | 300,000,000 | 300,000,000 | |||||
Preferred stock, shares issued and outstanding | 147,966,697 | 1,000,000 | 139,712,605 | ||||
Preferred stock, shares outstanding | 147,966,697 | 139,712,605 | |||||
Common Stock | |||||||
Common stock issued and outstanding | 7,700,000 | 500,000 | 5,000,000 | ||||
Preferred stock, non-cumulative cash dividends | $ .01 | ||||||
Preferred shares voting | 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 $0.01 per share of Series A Preferred (the Liquidation Amount) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them. If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board. |
Investment Securities (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Sep. 30, 2016 |
|
Accounting Policies [Abstract] | ||
Investment Securities, Basis | $ 192,000 | |
Investment Securities, Fair Value | 312,000 | $ 112,000 |
Investment Securities, Total Unrealized Losses | 120,000 | |
Investment Securities, Net Unrealized Loss during the quarter | $ 200,000 |
Investment Securities (Details Narrative) - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 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 ($) |
1 Months Ended | 3 Months Ended | ||||
---|---|---|---|---|---|---|
Nov. 09, 2016 |
Dec. 31, 2016 |
Dec. 19, 2016 |
Jan. 05, 2017 |
Nov. 08, 2016 |
Sep. 30, 2016 |
|
Common Shares issued | 139,712,605 | |||||
Cash consideration | $ 14,540 | $ 13,970 | ||||
Transaction #2 | ||||||
Preferred stock value | $ 12,500 | |||||
Transaction #3 | ||||||
Preferred stock issued | 9,700,000 | |||||
Preferred stock value | $ 167,500 | |||||
Common Stock | ||||||
Common Shares issued | 500,000 | 7,700,000 | 5,000,000 | |||
Cash consideration | $ 12,500 | $ 142,500 | $ 112,500 | |||
Common Stock | Todd Caven | ||||||
Shares Cancelled | 7,500,000 | |||||
Series A Preferred Stock | ||||||
Preferred stock issued | 147,966,697 | 1,000,000 | 139,712,605 | |||
Series A Preferred Stock | Todd Caven | ||||||
Shares Cancelled | 2,500,000 | |||||
Series A Preferred Stock | Transaction #1 | ||||||
Cash consideration | $ 12,500 | |||||
Preferred stock value | $ 112,500 | |||||
Series A Preferred Stock | Transaction #2 | ||||||
Preferred stock issued | 500,000 |
Subsequent Events (Details Narrative) - USD ($) |
Jan. 10, 2017 |
Jan. 05, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
---|---|---|---|---|
Common Shares issued | 139,712,605 | |||
Cash consideration | $ 14,540 | $ 13,970 | ||
Preferred stock shares authorized | 800,000,000 | 100,000,000 | ||
Preferred stock par value | $ 0.0001 | $ .0001 | ||
Common Stock | ||||
Common Shares issued | 1,000,000 | |||
Cash consideration | $ 12,500 | |||
Series M Preferred Stock | ||||
Preferred stock shares authorized | 300,000,000 | |||
Preferred stock par value | $ 0.0001 | |||
Series A Preferred Stock | ||||
Preferred stock, shares issued | 1,000,000 | 147,966,697 | 139,712,605 | |
Preferred stock value | $ 12,500 | |||
Preferred stock shares authorized | 300,000,000 | 300,000,000 | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
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