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): November 20, 2014
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.) |
Commission File No. 333-191725
4700
Spring Street, St 304, La Mesa, California 91942
(Address
of Principal Executive Offices)
(619)
702 1404
(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))
Item
1.01. Entry into a Material Definitive Agreement
On
November 20, 2014 Dr. Christine Ichim assigned to Regen Biopharma, Inc. ( the “Company”) all right, title, and interest
in and to the invention described in US Patent Application Serial No. 13/652,395 relating to methods and compositions for modulating
NR2F6 for therapeutic applications. In particular, methods and compositions comprising modulators of NR2F6 for modulating stem
cell growth, proliferation and differentiation and for treating associated conditions and diseases. As Consideration by the Company
to Dr. Ichim for the rights the Company is required to issue to Dr. Ichim 100,000 of the Company’s common shares.
The
foregoing description of the Assignment is not complete and is qualified in its entirety by reference to the text of the Assignment
, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
On
November 20, 2014 the Company and Dr. Christine Ichim entered into a consulting agreement (“Consulting Agreement”).
Pursuant to the Consulting Agreement, Dr. Ichim shall invent for the Company the following:
a) Cord
Blood Small Molecule (“CBSM invention”)
b) Cancer
Small Molecule Ligand Binding (“CSMLB Invention”)
c) Cancer
Small Molecule Alpha helix Inhibitor (“CSMAI Invention”)
d) Cancer
Small Molecule using 170 Compound List (“CSM170 Invention”)
and
shall assign to the Company 100% of her right, title, and interest in the above named inventions and any and patent applications
filed for the above named inventions (as well as such rights in any divisions, continuations in whole or part or substitute applications).
Consideration
to be paid by the company to Dr. Ichim pursuant to the Consulting Agreement shall consist of the following:
| i) | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CBSM invention Dr. Ichim shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CBSM Invention |
| ii) | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSMLB invention Dr. Ichim shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSMLB Invention |
| iii) | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSMAI invention Dr. Ichim shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSMAI Invention |
| iv) | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSM170 invention Dr. Ichim shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSM170 Invention |
| v) | Dr. Ichim shall be entitled to royalties during the term of any patent
granted for the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention of 5% of Net Sales
made by the Company of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention. Net
Sales" means the monetary consideration actually received by Company for the transfer of the invention
less any of the following items |
(a) outbound
shipping, storage, packing and insurance expenses;
(b)
distributor discounts;
(c)
allowance for doubtful accounts or uncollectible accounts receivable;
(d)
amounts repaid or credited as a result of rejections, defects, or returns
(e)
sales and other excise taxes (excluding VAT), tariffs, export license fees and duties paid to a governmental entity
(f)
sales commissions.
The
foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the text of
the Consulting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 1.01
by reference.
Item
9.01 Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
10.1 |
|
Assignment |
10.2 |
|
Consulting
Agreement |
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.
|
Regen
Biopharma, Inc. |
|
|
Dated: November 24,
2014 |
By: /s/
David Koos |
|
David Koos |
|
Chief Executive Officer |
Exhibit
10.1
ASSIGNMENT
OF INVENTION AND PATENT APPLICATION
Parties
Whereas,
I, Christine Ichim (“ASSIGNOR”), a natural person and residing at 12685 Campo Road, Spring Valley CA 91978 desire
to assign any and all ownership interest in the inventions described in U.S. Patent Application Serial No. 13/652,395, filed on
October 15th, 2012, “Modulation of NR2F6 and methods and uses thereof” known as the “Invention”.
Whereas,
Regen Biopharma, Inc. (“ASSIGNEE”), a Nevada corporation whose address is 4700 Spring Street, St 304, La Mesa, California
91942 desires to acquire the entire right, title, and interest in and to the Invention.
Representation
of Assignor
ASSIGNOR
represents that she currently holds sole right, title, and interest in United States Patent Application 13/652,395.
Assignment
Now
therefore, for the Consideration listed below, 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, the
entire 100% of the following:
(A)
any of ASSIGNOR’S right, title and interest in and to the Invention described in Patent Application Serial No. 13/652,395;
(B)
any patent or reissues of any patent that may be granted thereon;
(C)
ASSIGNOR authorizes and requests the Commissioner for Patents to issue any resulting patent(s) as follows: 0% to ASSIGNOR and
100% to ASSIGNEE; and
(D)
any applications which are non-provisionals, continuations, continuations-in-part, substitutes, or divisions of Patent Application
Serial No. 13/652,395.
Consideration
As
Consideration, ASSIGNOR shall be issued One Hundred Thousand Common Shares of the ASSIGNEE for the rights to Application
Serial No. 13/652,395,
ASSIGNOR
DUTIES AND RIGHTS
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 each and every country foreign to the United States; and ASSIGNOR further conveys to ASSIGNEE the
above percentage of all priority rights resulting from the above-identified application for United States patent.
ASSIGNOR
agrees to execute all papers, give any required testimony, and perform other lawful acts as ASSIGNEE may require to enable ASSIGNEE
to perfect ASSIGNEE’S interest in any resulting patent of the United States and countries foreign thereto, and to acquire,
hold, enforce, convey, and uphold the validity of said patent and reissues and extensions thereof, and ASSIGNEE’S interest
therein.
ASSIGNOR
further agrees to cooperate with ASSIGNEE in the preparation, drafting, filing, and prosecution of all applications for patent,
provisional and nonprovisional, and foreign counterparts. If ASSIGNEE does not wish to file a particular patent application that
claims priority back to Patent Application Serial No. 13/652,395, they agree to assign the rights back to ASSIGNOR who can pursue
a patent application at her own expense.
ASSIGNOR
further agrees to amend or, if in the determination of the ASSIGNEE an amendment is not feasible, prepare a continuation of Patent
Application Serial No. 13/652,395 encompassing the Invention which shall include SiRNA which shall be assigned to ASSIGNEE
SPECIFIC
PERFORMANCE
Any
breach of this Agreement may result in irreparable damage to ASSIGNEE for which ASSIGNEE will not have an adequate remedy at law.
Accordingly, in addition to any other remedies and damages available, ASSIGNOR acknowledges and agrees that ASSIGNEE may immediately
seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other
security.
EXECUTION
This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same Agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile signature page were an original thereof.
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.
SEVERABILITY
If
any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate
such substitute provision in this Agreement
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
testimony whereof ASSIGNOR and ASSIGNEE intending to be legally bound hereunto affixes their signatures below.
ASSIGNOR
|
|
/s/ Christine Ichim |
11/20/2014 |
Christine Ichim |
(Date) |
ASSIGNEE
|
|
/s/ David Koos |
11/20/2014 |
David Koos |
(Date) |
Chairman & CEO |
|
Regen BioPharma, Inc. |
|
Exhibit
10.2
Consulting
Agreement
Agreement
by and between Christine Ichim (“Consultant”) , a natural person whose address is at 12685 Campo Road, Spring Valley
CA 91978 and Regen Biopharma, Inc. (“Company”) , a Nevada corporation whose address is 4700 Spring Street, St 304,
La Mesa, California 91942.
It is agreed as follows:
Consultant agrees that
she has been specifically hired by the Company to invent the following:
| a) | Cord Blood Small Molecule (“CBSM
invention”) |
| b) | Cancer Small Molecule Ligand
Binding (“CSMLB Invention”) |
| c) | Cancer Small Molecule Alpha
helix Inhibitor (“CSMAI Invention”) |
| d) | Cancer Small Molecule using
170 Compound List (“CSM170 Invention”) |
2. PATENT APPLICATIONS
Consultant
agrees to file with the United States Patent and Trademark Office provisional applications for patent and subsequent applications
for patent for all of the CBSM invention, the CSMLB Invention, the CSMAI Invention and the CSM170 Invention
3. ASSIGNMENT
Consultant assigns to
the Company 100% of her right, title, and interest in
and
patent applications filed for the above (as well as such rights in any divisions, continuations in whole or part or substitute
applications) to Company .
Consultant
authorizes the United States Patent and Trademark Office and the equivalent authority of any nation to issue any Patents resulting
from applications for patent for any of the inventions which are the subject of this Agreement to the Company. The right, title
and interest is to be held and enjoyed by the Company and the Company's successors and assigns as fully and exclusively as it
would have been held and enjoyed by Consultant had this assignment not been made..
Consultant
further agrees to: (a) cooperate with Company in the prosecution of all applications for patent, provisional and nonprovisional,
and foreign counterparts; (b) execute, verify, acknowledge and deliver all such further papers, including patent applications
and instruments of transfer; and (c) perform such other acts as Company lawfully may request to obtain or maintain the Patent
for the inventions in any and all countries.
| v) | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CBSM invention Consultant shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CBSM Invention |
| vi) | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSMLB invention Consultant shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSMLB Invention |
| vii) | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSMAI invention Consultant shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSMAI Invention |
| viii) | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSM170 invention Consultant shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSM170 Invention |
| v.) | Consultant
shall be entitled to royalties during the term of any patent granted for the CBSM invention,
CSMLB invention ,CSMAI invention and CSM170 invention of 5% of Net Sales made by the
Company of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention.
Net Sales" means the monetary consideration actually received by Company for the
transfer of the invention less any of the following items |
(a) outbound
shipping, storage, packing and insurance expenses;
(b) distributor
discounts;
(c)
allowance for doubtful accounts or uncollectible accounts receivable;
(d) amounts repaid
or credited as a result of rejections, defects, or returns
(e) sales and
other excise taxes (excluding VAT), tariffs, export license fees and duties paid to a governmental entity
(f) sales commissions.
| 5. | RESTRICTED SECURITIES ACKNOWLEDGMENT |
Consultant
acknowledges that any securities issued pursuant to this Agreement 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 Securities Act
of 1933, 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.”
Any
breach of this Agreement may result in irreparable damage to Company for which Company will not have an adequate remedy at law.
Accordingly, in addition to any other remedies and damages available, Consultant acknowledges and agrees that Company may immediately
seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other
security.
This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same Agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile signature page were an original thereof.
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.
If
any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate
such substitute provision in this Agreement
| 10. | 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 hereto have caused this Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Company
By/s/David R. Koos
____________
David R. Koos
Chairman & CEO
Regen Biopharma , Inc.
Consultant
By/s/Christine Ichim
_____________
Christine Ichim, PhD
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