Current Report Filing (8-k)

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): January 14, 2015

Bio-Matrix Scientific Group, Inc.

(Exact Name of Company as Specified in Charter)

Delaware

0-32201

33-0824714

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer Identification

Number)

4700 Spring Street, St 304

La Mesa California, 91942

(Address of Principal Executive Offices, Zip Code)

Company’s telephone number, including area code: (619) 702-1404

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 January 14, 2015 Regen Biopharma, Inc. , a majority owned subsidiary of Bio Matrix Scientific Group, inc., entered into a written employment agreement with Thomas Ichim whereby Thomas Ichim shall serve as Chief Scientific Officer of Regen Biopharma, Inc. (“Agreement”)

Pursuant to the Agreement, Thomas Ichim shall be paid salary at the rate of $10,000 per month, payable in cash or shares of Regen Biopharma, Inc. common stock. Thomas Ichim shall also receive 6,000,000 newly issued common shares of Regen Biopharma, Inc. which shall be subject to a vesting schedule. The term of the Agreement shall commence on January 14, 2015 and shall expire on January 13, 2018. Dr. Ichim had previously been serving as Chief Scientific Officer of Regen Biopharma, Inc. pursuant to a written agreement with Bio Matrix Scientific Group, Inc., the majority shareholder of Regen Biopharma, Inc. (“BMSN Agreement”). The BMSN Agreement has been terminated at the mutual consent of the parties.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , 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 January 14, 2015 Regen Biopharma, Inc. entered into a written employment agreement with Christine Ichim whereby Christine Ichim shall serve as Director of Molecular Therapeutics of Regen Biopharma, Inc. (“Christine Ichim Agreement”)

Pursuant to the Christine Ichim Agreement, Christine Ichim shall be paid salary at the rate of $6,000 per month, payable in cash or shares of Regen Biopharma, Inc. common stock. Christine Ichim shall also receive 2,500,000 newly issued common shares of Regen Biopharma, Inc. which shall be subject to a vesting schedule. The term of the Christine Ichim Agreement shall commence on January 14, 2015 and shall expire on January 13, 2018.

The foregoing description of the Christine Ichim Agreement is not complete and is qualified in its entirety by reference to the text of the Christine Ichim 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.

On October 1, 2014 Regen Biopharma, Inc. entered into an agreement to sublease approximately 2,320 square feet of office space from Entest Biomedical, Inc. Entest Biomedical Inc. is under common control with Regen Biopharma, Inc. as the Chairman and CEO of Regen Biopharma, Inc. also serves as the Chairman and CEO of Entest Biomedical, Inc. the sublease is on a month to month basis and rent payable to Entest Biomedical Inc. by Regen Biopharma, Inc. is equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such time specified in accordance with the original lease agreement between Entest Biomedical Inc. and the lessor.

On January 20, 2015 the sublease was amended retroactive to January 1, 2015 as follows:

The rent payable to Entest BioMedical, Inc. by the subtenant is equal to Five Thousand Dollars per month ($5,000)and is to be paid in at such time specified in accordance with the original lease agreement between the Entest BioMedical, Inc. (“Entest”) and the lessor. All charges for utilities connected with premises which are to be paid under the master lease shall be paid by Regen Biopharma, Inc. for the term of this sublease to the extent that such charges exceed the difference between the rent payable to the lessor by Entest under the master lease and the rent payable to Entest by Regen Biopharma, Inc.

Item 8.01 Other Events

On January 15, 2015 Regen Biopharma, Inc. amended Article 3 of its Certificate of Incorporation to be and read as follows:

3. Authorized Shares:

The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.0001 par value, and 100,000,000 shares of Preferred Stock having a $.0001 par value.

The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”

On January 15, 2015 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 A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock").

The Board of Directors of Regen have authorized 90,000,000 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 Regen (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 Regen 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 Regen 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.

Item 9.01 Exhibits.

Exhibit No.		Description of Exhibit
10.1		Agreement
10.2		Christine Agreement
10.3		Amendment to sublease
99.1		Certificate of Designations

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.

	Bio Matrix Scientific Group, Inc.

Dated: January 20, 2015	By: /s/ David Koos
	David Koos
	Chief Executive Officer

Exhibit 10.1

EMPLOYMENT AGREEMENT BETWEEN REGEN BIOPHARMA, INC. AND THOMAS ICHIM

THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of January 14, 2015 is entered into between Regen BioPharma, Inc., a Nevada corporation, (the "Company") and Thomas Ichim ("Employee").

WITNESSETH:

WHEREAS, Employee and the Company desire to enter into an agreement providing for the employment by the Company of Employee upon the terms provided herein.

REPRESENTATIONS AND WARRANTIES:

A) Company hereby represents and warrants to Employee as follows;

(i) Corporate Existence of Company. Company:

(a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and

(b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.

(ii) No Conflicts. None of the execution, delivery and performance of this Agreement by Company, or the consummation or the transactions contemplated hereby and thereby

(a) constitute or will constitute a violation of the organizational documents of Company,

(b) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Company, loan agreement, lease or other agreement or instrument to which Company is a party or by which Company or any of its properties may be bound,

(c) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed to Company or any of its properties in a proceeding to which its property is or was a party.

(B) Employee hereby represents and warrant to Company as follows:

(i) No Conflicts. None of the execution, delivery and performance of this Agreement by Employee, or the consummation of the transactions contemplated hereby and thereby

(a) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Trust, loan agreement, lease or other agreement or instrument to which Employee is a party or by which Employee or any of its properties may be bound,

(b) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed to Employee or any of their properties in a proceeding to which its property is or was a party.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment. During the Employment Period (as defined in Section 2), the Company hereby employs Employee and Employee hereby accepts employment.

2. Term. The Term of this Agreement shall commence on January 14, 2015 and shall expire on January 13, 2018 unless sooner terminated in accordance with the provisions of Section 6 hereof; provided, however, that the term of this Agreement may be extended by mutual agreement. The period from the commencement of the term of this Agreement to the date of its expiration or sooner termination shall be considered to be the “Employment Period" hereunder.

3. Duties. Employee shall be granted the title of Chief Scientific Officer of the Company subject to the authority of the Company's Chief Executive Officer (the "CEO"), Employee shall perform such duties commensurate with his offices and as directed by the CEO such duties to include, but not be limited to:

See Schedule 1.

During the Employment Period, Employee shall perform his duties hereunder in a diligent manner, subject to the provisions of Schedule 1 of this Agreement; devoting such amount of his business time, attention and efforts to the affairs of the Company within the scope of his employment as is necessary for the proper rendition of such service and shall use his best efforts to promote the best interests of the Company. Employee's services shall be rendered when and as required by the CEO and in accordance with his instructions, direction and control.

It is agreed that Employee will only devote such time as to effectively conduct duties and responsibilities associated with this position pursuant to this Agreement.

4. Compensation Salary. During the Employment Period, Company shall pay Employee salary at the rate of (i) $10,000 per month prorated for any partial employment month ("Salary"). Salary shall be paid on a monthly basis (“Payday”) or, in the event that Payday falls on a Saturday, Sunday or holiday, on the next business day. Salary may be paid, at the Company’s sole discretion, either in

(a) cash, or

(b) shares of the Company’s common stock (“Stock Payment”)

Employee acknowledges that any Stock Payments issued pursuant to this Agreement that are not 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.

The Company may register any Stock Payment pursuant to the Securities Act of 1933, but is not obligated to do so pursuant to this Agreement.

5. Benefits.

a. During the Employment Period, Employee shall be entitled to participation in any profit sharing plan, retirement plan, group life insurance plan or other insurance plan, medical expense plan, medical and dental insurance and other benefit arrangements maintained by the Company for its employees generally and, if applicable, their family members. In addition, Employee shall be entitled to two weeks paid vacation (“Vacation”) subject to (i) the completion of 12 full months of employment pursuant to this Agreement and (ii) having given fourteen days prior notice to the Company of Employee’s intent to Vacation.

b. Stock Compensation. Employee shall receive 6,000,000 newly issued common shares of the Company upon execution of this agreement (“Signing Shares”). The shares shall be subject to a vesting schedule (see Schedule 2.).

Employee acknowledges that any Signing Shares issued pursuant to this Agreement will 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:

6. Termination.

a. Employee's employment hereunder shall terminate upon the earlier of:

(i) the expiration of the Employment Period,

(ii) the death of Employee,

(iii) the expiration of a continuous period of thirty (30) calendar days during which Employee is unable to perform his material duties due to physical or mental incapacity,

(iv) termination by the Company due to “just cause,”

(v) termination by Employee due to a material breach of this Agreement by the Company . The exercise of the right of the Company or Employee to terminate this Agreement pursuant to clauses (iv) or (v) hereof, as the case may be, shall not abrogate the rights and remedies of the terminating party in respect of the breach giving rise to such termination.

b. "Just cause" hereunder shall be defined and limited to mean:

(i) Employee's failure or refusal, as determined by either the CEO in his sole discretion, to perform specific directives of the CEO which are consistent with the scope and nature of Employee's duties and responsibilities as set forth herein (including the duties described in Section 3), which failure or refusal continues after notice thereof and a reasonable time to cure; such reasonable time to be determined by the CEO.

(ii) Employee's conviction for a felony or any crime involving moral turpitude, fraud, or misrepresentation, or the presentation of proof satisfactory to the CEO in the exercise of its reasonable judgment of Employee's misappropriation or embezzlement of funds or assets from the Company;

(iii) any intentional act having the purpose and effect of injuring the reputation, business or business relationships of the Company in any material respect; and

(iv) any breach by Employee of any material provision of this Agreement, including, without limitation, the restrictive covenants contained in Section 7 hereof.

c. In the event of any dispute regarding the existence of Employee's incapacity hereunder, the matter wil1 be resolved by the determination of a physician qualified to practice medicine in California selected by the CEO. For this purpose, Employee will submit to appropriate medical examinations.

d. If Employee's employment hereunder is terminated pursuant to Section 7, the Company shall have no further obligations or liabilities hereunder.

7. Restrictive Covenant.

a. Non-disclosure. Employee has, and during the Employment Period will have, access to confidential information and trade secrets of the Company and its subsidiaries (the "Confidential Information") that may include, among other things:

(i) Financial information

(ii) Supply and services information

(iii) Marketing information

(iv) Personnel information

(v) Customer information

(vi) Product information

(vii) The Company’s procedures, systems, policies and processes of operation.

Employee shall at all times during his employment by the Company and thereafter hold in strictest confidence any and all Confidential Information that may have come or may come into Employee's possession or within Employee's knowledge. Employee agrees that neither he nor any person or entity, directly or indirectly, controlled by or under common control with the Employee (an "Affiliate")will for any reason, except in the course of performing his duties hereunder, for himself or any other person, use or disclose to anyone, exclusive of Company employees, agents, representatives, or independent consultants to the Company or any of its subsidiaries or Affiliates of the Company, any Confidential Information; provided, however, that Employee may disclose Confidential Information which (i) has become generally available to the public other than as a result of a breach of this Agreement by Employee or (ii) Employee is compelled to disclose pursuant to subpoena or an order by a court competent jurisdiction; provided that, if Employee is so required to disclose any Confidential Information pursuant to the foregoing clause (ii), Employee shall provide advance written notice to the Company, to the extent possible, to allow the Company to seek an appropriate protective order therefore (iii) Potential advisors, employees, or investors of the Company where there is a reasonable expectation of confidentiality. All Confidential Information shall remain the Company's property and shall be returned (or, at the Company's option, destroyed) upon the Company's written request.

b. Non-Solicitation of Employees. Employee agrees that from the date hereof and continuing for a period of three years following the termination of this Agreement for whatever reason (the "Non-Compete Period"), neither Employee nor any Affiliate of Employee will solicit or hire for employment any officer, director or employee of the Company who was employed by the Company at any time within twelve months prior to the act of solicitation.

c. Non-Competition. Employee agrees that, other than with the approval of the CEO, which approval shall not be unreasonably withheld, during the Employment Period, neither Employee nor any Affiliate of Employee will, directly or indirectly, become a shareholder, director, officer, agent, partner or employee of, or otherwise hold any ownership interest in, any person, firm or entity engaged in any Competitive Business (as defined below), engage as a sole proprietor in any Competitive Business, act as a consultant to or assist any of the foregoing or otherwise engage or participate in any Competitive Business; provided, however, that the foregoing shall not prohibit the ownership by Employee of less than ten percent (10%) of the outstanding shares of the stock of any corporation engaged in any Competitive Business, which shares are regularly traded on a national securities exchange or in any over-the-counter market. For the purpose hereof, "Competitive Business" means the ownership, operation, development, marketing of the services related to, or management of cellular therapeutics within the United States.

d. Consideration, Relief, Reformation; Severability. The Company has specifically bargained for the covenants set forth in this Section 7 in consideration for the compensation, experience, and information that Employee will gain or receive in connection with his employment by the Company. Employee agrees that the covenants set forth herein will not preclude Employee from engaging in any lawful profession, trade or business or from being gainfully employed necessary to provide Employee, his family members and dependents a standard of living to which he and they have been accustomed and may expect. Employee acknowledges and agrees that the restrictive covenants in this Section 6 have been specifically negotiated, are reasonable in all respects, including, without limitation, their geographic scope and duration, and may be enforced by specific performance or otherwise. Employee shall not raise any issue of reasonableness as a defense in any proceeding to enforce any of such covenants. Notwithstanding the foregoing, in the event that a covenant included in this Agreement shall be deemed by any court to be unreasonably broad in any respect, it shall be modified or limited in its geographic scope, duration or otherwise to the extent necessary to make it reasonable while preserving its restrictive nature to the maximum degree possible and shall be enforced accordingly; provided however, that if, notwithstanding the foregoing, a court of competent jurisdiction shall hold any of the covenants contained in Sections 7 (a), (b) or (c) to be unenforceable (as so modified), then the unenforceable covenant shall be deemed eliminated from the provisions of this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining covenants to be enforced so that the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby.

8. Developments.

Employee hereby assigns to the Company his entire right, title and interest in all know how, discoveries and improvements, customer lists, trade secrets and ideas, writings and copyrightable material, which may be conceived by Employee or developed or acquired by him during the term of this Agreement, which may pertain directly to the Company's business and were developed with Company resources. Employee agrees to promptly and fully disclose in writing all such developments. Employee will, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to entitle the Company to all rights in the foregoing and enable the Company to file and prosecute applications for, and to acquire, maintain and enforce all letters, trademark registrations or copyrights with respect to the foregoing in all countries.

9. Remedies.

Employee acknowledges that any material breach of this Agreement will cause irreparable harm to the Company, that such harm will be difficult if not impossible to ascertain, and that the Company shall be entitled to equitable relief, including injunction, against any actual or threatened breach hereof, without bond and without liability should such relief be denied, modified or vacated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive of or preclude the Company from any other remedy.

10. Legal Counsel.

Employee acknowledges that Employee has carefully read this Agreement and understands all of the terms hereof and that Employee has been given the opportunity to discuss this Agreement with Employee's private legal counsel and has availed himself of that opportunity to the extent Employee wishes to do so.

11. Notices.

All notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been received five business days after having been deposited in the United States Mail and enclosed in a registered or certified post-paid envelope; one day after having been sent by overnight courier on a business day or otherwise at the open of business on the next succeeding business day; when personally delivered or sent by facsimile communications equipment of the sending party on a business day or otherwise at the open of business on the next succeeding business day; and, in each case, addressed to the respective parties at the addresses stated below or to such other changed addresses that the parties may have fixed by notice in accordance herewith.

If to the Company:

Regen BioPharma, Inc.

4700 Sprint Street, Suite 304

La Mesa, CA 91942

Attn: David Koos, CEO

If to Employee:

Thomas Ichim

9255 Towne Centre Drive, #450

San Diego, CA 92121

12. Waiver of Breach.

A waiver by the Company or Employee of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

13. Entire Agreement.

This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements of the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

14. Applicable Law.

The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

By: /s/ David Koos

David Koos

Chief Executive Officer

By: /s/ Thomas Ichim

Thomas Ichim, PhD

Schedule 1

Employer: Regen BioPharma, Inc.

Location: Company Headquarters and Contracted Research Facilities

Description:

The Chief Scientific Officer day to day duties include:

	•	Coordinating the company’s research projects;
	•	Sourcing Principal Researchers;
	•	Identifying intellectual property relevant to the company’s interests;
	•	Identifying research facilities and negotiating contracts with contract research organizations;
	•	Analyzing Scientific Data;
	•	Writing reports of Scientific Experiments;
	•	Submitting grant proposals and presenting findings to various governmental agencies, including but not limited to the FDA

Position Responsibilities:

1. Plan, develop, organize, implement, direct and evaluate intellectual property for Company in-licensing.

2. Coordinate all aspects of the company’s research activities.

3. Source outside researchers, partners and facilities in order to conduct the company’s business with final approval regarding the retention of researchers, entry into agreements with partners, or purchase or lease of facilities to be granted by the Company’s CEO in his sole discretion. .

4. Advise, negotiate, manage and administer research contracts in which the company may enter.

5. Lead and direct the development, communication and implementation of research related effective growth strategies and processes.

6. Perform other duties as required. Perform other responsibilities as mandated by and any other pertinent local, state or federal regulations.

VESTING SCHEDULE FOR SIGNING SHARES

Signing Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Employee (“Transfer Restriction”) except as follows:

Transfer Restrictions shall no longer apply to the Signing Shares (“Milestone Shares”) upon the achievement of the following events ( Milestones”) during the course of the Employee’s employment with the Company after 18 months.

Expansion of Scientific Advisor Board: Expand SAB to 15 members (10 points)

R&D relationships: initiate and manage relationships with 3 CROs, 3 manufacturers, 3 clinical sites and 1 academic collaboration (10 points)

Patents in licensed/filed/issued: 10 non provisional patents filed ( 10 points)

Securing lead researcher for each clinical trial ( 1 point) / Clinical trials: pre-clinical( 1 point) phase 1 ( 1 pt) and phase 2 or efficacy finding ( 1 pt)

INDs filed ( 1 point) and INDs cleared ( 2 points)

IP/Patents transactions ( e.g. : license agreements, product sales and co-development deals at a level acceptable to the Board of Directors=10pts.

Assuming a total of 60 points are possible for vesting, a combination of the above points equal to 60 over an 18 month period results in 100% vesting. At the end of 18 months, should the total number of points amount to less than 60, vesting shall be reduced to that number of points attained divided by 60, resulting in a percentage of shares vested. At the end of 18 months, all unvested shares shall be forfeited . In the event of a change of control all shares shall be deemed fully vested.

Exhibit 10.2

EMPLOYMENT AGREEMENT BETWEEN REGEN BIOPHARMA, INC AND CHRISTINE ICHIM

THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of January 14, 2015 is entered into between Regen BioPharma, Inc., a Nevada corporation, (the "Company") and Christine Ichim ("Employee").

WITNESSETH:

WHEREAS, Employee and the Company desire to enter into an agreement providing for the employment by the Company of Employee upon the terms provided herein.

REPRESENTATIONS AND WARRANTIES:

A) Company hereby represents and warrants to Employee as follows;

(i) Corporate Existence of Company. Company:

(a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and

(ii) No Conflicts. None of the execution, delivery and performance of this Agreement by Company, or the consummation or the transactions contemplated hereby and thereby

(a) constitute or will constitute a violation of the organizational documents of Company,

(B) Employee hereby represents and warrant to Company as follows:

(i) No Conflicts. None of the execution, delivery and performance of this Agreement by Employee, or the consummation of the transactions contemplated hereby and thereby

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment. During the Employment Period (as defined in Section 2), the Company hereby employs Employee and Employee hereby accepts employment.

3. Duties. Employee shall be granted the title of Director of Molecular Therapeutics of the Company subject to the authority of the Company's Chief Executive Officer (the "CEO"), Employee shall perform such duties commensurate with his offices and as directed by the CEO such duties to include, but not be limited to:

See Schedule 1.

It is agreed that Employee will only devote such time as to effectively conduct duties and responsibilities associated with this position pursuant to this Agreement.

4. Compensation Salary. During the Employment Period, Company shall pay Employee salary at the rate of (i) $6,000 per month prorated for any partial employment month ("Salary"). Salary shall be paid on a monthly basis (“Payday”) or, in the event that Payday falls on a Saturday, Sunday or holiday, on the next business day. Salary may be paid, at the Company’s sole discretion, either in

(a) cash, or

(b) shares of the Company’s common stock (“Stock Payment”)

The Company may register any Stock Payment pursuant to the Securities Act of 1933, but is not obligated to do so pursuant to this Agreement.

5. Benefits.

b. Stock Compensation. Employee shall receive 2,500,000 newly issued common shares of the Company upon execution of this agreement (“Signing Shares”). The shares shall be subject to a vesting schedule (see Schedule 2.).

6. Termination.

a. Employee's employment hereunder shall terminate upon the earlier of:

(i) the expiration of the Employment Period,

(ii) the death of Employee,

(iii) the expiration of a continuous period of thirty (30) calendar days during which Employee is unable to perform his material duties due to physical or mental incapacity,

(iv) termination by the Company due to “just cause,”

(v) termination by Employee due to a material breach of this Agreement by the Company . The exercise of the right of the Company or Employee to terminate this Agreement pursuant to clauses

(iv) or (v) hereof, as the case may be, shall not abrogate the rights and remedies of the terminating party in respect of the breach giving rise to such termination.

b. "Just cause" hereunder shall be defined and limited to mean:

(iii) any intentional act having the purpose and effect of injuring the reputation, business or business relationships of the Company in any material respect; and

(iv) any breach by Employee of any material provision of this Agreement, including, without limitation, the restrictive covenants contained in Section 7 hereof.

d. If Employee's employment hereunder is terminated pursuant to Section 7, the Company shall have no further obligations or liabilities hereunder.

7. Restrictive Covenant.

(i) Financial information

(ii) Supply and services information

(iii) Marketing information

(iv) Personnel information

(v) Customer information

(vi) Product information

(vii) The Company’s procedures, systems, policies and processes of operation.

8. Developments.

9. Remedies.

10. Legal Counsel.

11. Notices.

If to the Company:

Regen BioPharma, Inc.

4700 Sprint Street, Suite 304

La Mesa, CA 91942

Attn: David Koos, CEO

If to Employee:

Christine Ichim

12685 Campo Road

Spring Valley , CA 91978

12. Waiver of Breach.

A waiver by the Company or Employee of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

13. Entire Agreement.

14. Applicable Law.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

By: /s/ David Koos

David Koos

Chief Executive Officer

By: /s/ Christine Ichim

Christine Ichim, PhD

Schedule 1

Employer: Regen BioPharma, Inc.

Location: Company Headquarters and Contracted Research Facilities

Description:

The Director of Molecular Therapeutics day to day duties include:

	•	Coordinating the company’s research projects;
	•	Sourcing Principal Researchers;
	•	Identifying intellectual property relevant to the company’s interests;
	•	Identifying research facilities and negotiating contracts with contract research organizations;
	•	Analyzing Scientific Data;
	•	Writing reports of Scientific Experiments;
	•	Submitting grant proposals and presenting findings to various governmental agencies

Position Responsibilities:

1. Plan, develop, organize, implement, direct and evaluate intellectual property for Company.

2. Coordinate/ conduct molecular therapeutic aspects of the company’s research activities.

4. Manage research facility.

5. Perform other duties as required. Perform other responsibilities as mandated by and any other pertinent local, state or federal regulations.

VESTING SCHEDULE FOR SIGNING SHARES

Signing Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Employee (“Transfer Restriction”) except as follows:

Papers published 3 peer reviewed equals 3.3 points per paper or 1 high profile peer reviewed journals ( impact factor greater than 6) =10 pts

Presentations made at conventions 4 presentations =10 points or 2.5 pts per presentation

Pre-Clinical Studies initiated /completed =1 point for initiation, 2 pts for completion and 1 bonus point for completing 2 or more studies.

Intellectual property filed ( provisional/non-provisional apps) 1 point for each patent app

Small molecule identification, identifying = 1 point, testing for binding = 3 pts, testing for efficacy = 6 pts.

Completion of crystal structure for NR2F6=10 pts

Exhibit 10.3

AMENDMENT TO SUBLEASE AGREEMENT (“AGREEMENT”) ENTERED INTO OCTOBER 1, 2014 BY AND BETWEEN ENTEST BIOMEDICAL, INC. ( “SUBLESSOR”) AND REGEN BIOPHARMA,INC (“SUBTENANT”)

IT is agreed by the parties as follows:

Section 4 of the Agreement shall be and read:

4. The rent payable to the sublessor by the subtenant is equal to Five Thousand Dollars per month ($5,000) is to be paid in at such time specified in accordance with the original lease agreement between the sublessor and the lessor.

Section 5 of the Agreement shall be and read:

5. All charges for utilities connected with premises which are to be paid by the sublessor under the master lease shall be paid by the subtenant for the term of this sublease to the extent that such charges exceed the difference between the rent payable to the lessor by the sublessor under the master lease and the rent payable to the sublessor by the subtenant hall be paid by the subtenant for the term of this sublease.

These amendments are retroactive to January 1, 2015.

The parties hereby bind themselves to this agreement by their signatures affixed below on this Twentieth Day of January, 2015.

Entest Biomedical, Inc.	Regen Biopharma, Inc.

By: /s/ David Koos	By: /s/ David Koos
President	President

Exhibit 99.1

CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC.

(“CORPORATION”)

(PURSUANT TO NRS 78.1955)

Section 1. Designation and Amount.

The shares of this series of preferred stock will be designated as Series A Preferred Stock (the “Series A Preferred”) which series shall consist of ninety million (90,000,000) shares having a par value of $.0001 per share.

Section 2. Voting Rights.

(a) Voting. 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 (1).

(b) Class Vote. 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.

Section 3. Dividends.

(a)

Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Corporation (the “Board”) out of funds of the Corporation legally available therefore, non-cumulative cash dividends of $0.01 per quarter.

(b)

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.

Section 4. Rights on Liquidation.

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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