UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2020
SYBLEU INC.
(Exact name of small business issuer as specified in its charter)
| Wyoming | 45-5192997 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Commission File No. 333-248059
4700 Spring Street, St 304, La Mesa, California 91942
(Address of Principal Executive Offices)
(619) 227-9192
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| 1 |
Item 8.01 Other Events.
On December 2, 2020 SYBLEU INC. (the “Company”) was assigned all right, title, and interest to intellectual property related to intratumoral administration of a combination of a chemotherapeutic agent and an immunomodulatory agent for cancer therapy ( “Cancer Therapy IP”).
The
concept of the Cancer Therapy IP is the simultaneous intratumoral injection of a chemotherapeutic agents in combination with immunomodulatory
agents in sustained release formulations. The chemotherapeutic agent is for the purpose of directly killing the tumor cells for
the release of antigens while the immunomodulatory protein or factor is to stimulate the antigenic response of the host to the
antigens.
These rights were assigned to the Company by the Company’s Chief Executive Officer and Entest BioMedical, Inc., a California corporation controlled by the Company’s Chief Executive Officer. The aforementioned assignment constituted a contribution of intellectual property to the Company. There is no termination date of the assignment. No term or condition of the assignment would cause ownership of the intellectual property rights to revert back to David Koos and Entest BioMedical, Inc. No payment of any sort is required by to be made the Company to either David Koos or Entest BioMedical, Inc. pursuant to the assignment. The Company is not required to meet any particular benchmark or pay a royalty of any sort pursuant to this assignment.
On December 2, 2020 the Company filed a provisional patent application with the United States Patent and Trademark Office in order to seek patent protection for the Cancer Therapy IP. Under United States patent law, a provisional application is a legal document filed with the United States Patent and Trademark Office that establishes an early filing date but does not mature into an issued patent unless the applicant files a nonprovisional patent application within one year. It is the intent of the Company to file a nonprovisional patent application within one year of the original provisional patent application in order to claim the priority date of the previously filed provisional patent application.
Item 9.01 Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Assignments |
| 2 |
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.
| SYBLEU INC. | |
| Dated: December 4, 2020 | By: /s/ David Koos |
| David Koos | |
| Chief Executive Officer |
| 3 |
Page 1 of 2
ASSIGNMENT
Whereas, I, David Koos an individual residing in La Mesa, CA, referred to herein as ASSIGNOR, has invented new and useful innovations described in:
U.S. Provisional Application No. 63/120,673, entitled: CANCER THERAPY BY INTRATUMORAL INJECTION OF A CHEMOTHERAPEUTIC AGENT IN COMBINATION WITH A BIOACTIVE IMMUNOSTIMULATORY AGENT, filed on December 2nd, 2020;
herein to as the “Invention”;
And Whereas, Entest BioMedical Inc., a California corporation, located at 4700 Spring St., Suite 304, La Mesa, CA, 91942 herein referred to as ASSIGNEE, desires to acquire the entire right, title, and interest in and to the said Invention,
Now therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ASSIGNOR hereby acknowledges that they have sold, assigned, transferred, and set over, and by these presents do hereby sell, assign, and transfer, and set over unto ASSIGNEE and its successors and assigns, 100% of the following:
(A) ASSIGNOR’S right, title and interest in and to the Invention;
(B) any domestic, foreign, or reissue patents that claim priority to U.S. Provisional Application No. 63/120,673,
(C) any continuations, continuations-in-part, substitutes, or divisional applications, foreign or domestic, that claim priority U.S. Provisional Application No. 63/120,673;
ASSIGNOR authorized and requests the Commissioner for Patents to issue any resulting patent(s) as follows: 0% to ASSIGNOR and 100% to ASSIGNEE.
| 1 |
Page 2 of 2
ASSIGNOR hereby further sells, assigns, transfers and sets over unto ASSIGNEE, 100% of ASSIGNOR’S entire right, title, and interest in and to said invention in the Unites States and every country foreign to the United States. ASSIGNOR agrees to execute all papers, five any required testimony, and perform other lawful acts, at ASSIGNEE’S expense, as ASSIGNEE may require to enable ASSIGNEE to perfect ASSIGNEE’s interest in any resulting patent of the United State and countries foreign thereto, and to acquire, hold, enforce, convey, and uphold validity of said patent and reissues and extensions thereof, and ASSIGNEE’S interest therein.
In testimony whereof ASSIGNOR intending to be legally bound hereunto affix their signatures.
ASSIGNOR
| /s/ David Koos | 12/2/2020 | |
| (David Koos) | (Date) |
| 2 |
ASSIGNMENT
Page 1 of 2
Whereas, Entest BioMedical Inc., a California corporation, located at 4700 Spring St., Suite 304, La Mesa, CA, 91942, referred to herein as ASSIGNOR, is the owner of new and useful innovations described in:
U.S. Provisional Application No. 63/120,673, entitled: CANCER THERAPY BY INTRATUMORAL INJECTION OF A CHEMOTHERAPEUTIC AGENT IN COMBINATION WITH A BIOACTIVE IMMUNOSTIMULATORY AGENT, filed on December 2nd, 2020; and
U.S. Provisional Application No. 61/253,934, entitled: CANCER THERAPY BY INTRATUMORAL INJECTION OF A CHEMOTHERAPEUTIC AGENT IN COMBINATION WITH A BIOACTIVE IMMUNOSTIMULATORY AGENT, filed on October 22nd, 2009;
herein collectively referred to as the “Invention”;
And Whereas, Sybleu Inc., a Wyoming corporation, located at 109 East 17th Street, Suite 460, Cheyenne, Wyoming, 82001, herein referred to as ASSIGNEE, desires to acquire the entire right, title, and interest in and to the said Invention,
Now therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ASSIGNOR hereby acknowledges that they have sold, assigned, transferred, and set over, and by these presents do hereby sell, assign, and transfer, and set over unto ASSIGNEE and its successors and assigns, 100% of the following:
(A) ASSIGNOR’S right, title and interest in and to the Invention;
(B) any domestic, foreign, or reissue patents that claim priority to U.S. Provisional Application No. 63/120,673 and U.S. Provisional Application No. 61/253,934,
| 3 |
Page 2 of 2
(C) any continuations, continuations-in-part, substitutes, or divisional applications, foreign or domestic, that claim priority U.S. Provisional Application No. 63/120,673 and U.S. Provisional Application No. 61/253,934;
ASSIGNOR authorized and requests the Commissioner for Patents to issue any resulting patent(s) as follows: 0% to ASSIGNOR and 100% to ASSIGNEE.
ASSIGNOR hereby further sells, assigns, transfers and sets over unto ASSIGNEE, 100% of ASSIGNOR’S entire right, title, and interest in and to said invention in the Unites States and every country foreign to the United States. ASSIGNOR agrees to execute all papers, five any required testimony, and perform other lawful acts, at ASSIGNEE’S expense, as ASSIGNEE may require to enable ASSIGNEE to perfect ASSIGNEE’s interest in any resulting patent of the United State and countries foreign thereto, and to acquire, hold, enforce, convey, and uphold validity of said patent and reissues and extensions thereof, and ASSIGNEE’S interest therein.
In testimony whereof ASSIGNOR intending to be legally bound hereunto affix their signatures.
ASSIGNOR
| /s/ David Koos | 12/2/2020 | |
| (David Koos) | (Date) | |
| CEO of Entest BioMedical Inc. | ||
| 4 |