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): February 10, 2015
Bio-Matrix
Scientific Group, Inc.
(Exact
Name of Company as Specified in Charter)
Delaware |
33-0824714 |
(State or
other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
Commission
File No. 0-32201
4700
Spring Street, St 304, La Mesa, California 91942
(Address
of Principal Executive Offices)
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 3.02 Unregistered Sales of Equity Securities.
The disclosures made in this
Item 3.02 of this Current Report on Form 8-K relate to unregistered sales of securities made by Regen Biopharma, Inc, a controlled
subsidiary of Bio Matrix Scientific Group, Inc.
On March 3, 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $100,000 face value Convertible Promissory Note ( “Note”) dated March 3 , 2015
to a Colorado Limited Liability Company (“Lender”) for consideration of $100,000. The Note becomes due and payable
at the demand of the Lender at any time after March 3, 2016 and bears simple interest at 10% per annum payable quarterly at the
demand of the Lender.
All or part of the principal
and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price
per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the
Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the
conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable
for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are
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 Regen relating to the Lender’s securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note s not complete and is qualified in its entirety by reference to the text of Form of the Note , which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 3.02 by reference.
On March 3 , 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated January 29, 2015
to an individual (“Lender”) for consideration of $50,000. The Note becomes due and payable at the demand of the Lender
at any time after March 3, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.
All or part of the principal
and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price
per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the
Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the
conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable
for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are
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 Regen relating to the Lender’s securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note s not complete and is qualified in its entirety by reference to the text of the Form of the Note , which is attached to
this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 3.02 by reference.
On March 3, 2015 Regen Biopharma,
Inc. (“Regen”) issued a $50,000 face value Convertible Promissory Note (“Note”) dated February 26, 2015
to a Revocable Trust. (“Lender”) for consideration of $50,000. The Note becomes due and payable at the demand of the
Lender at any time after February 26 , 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.
All or part of the
principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of
Regen at a price per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as
defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest
complete Trading Day prior to the conversion date. “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 Regen
and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable for any period on the
OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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 Regen relating to the
Lender’s securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading
Days prior written notice to the Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note s not complete and is qualified in its entirety by reference to the text of the Note , which is attached to this Current
Report on Form 8-K as Exhibit 10.3 and incorporated in this Item 3.02 by reference.
On March 5, 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated March 5 , 2015
to the Bio Technology Partners Business Trust (“Lender”) in satisfaction of $50,000 owed to the Trust by Regen. The
Note becomes due and payable at the demand of the Lender at any time after March 5, 2016 and bears simple interest at 10% per annum
payable quarterly at the demand of the Lender.
All or part of the principal
and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price
per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the
Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the
conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable
for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are
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 Regen relating to the Lender’s securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note is not complete and is qualified in its entirety by reference to the text of Form of the Note , which is attached to this
Current Report on Form 8-K as Exhibit 10.4 and incorporated in this Item 3.02 by reference.
On March 3, 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated March 3 , 2015
to a Minnesota Limited Liability Company (“Lender”) for consideration of $50,000. The Note becomes due and payable
at the demand of the Lender at any time after March 3, 2016 and bears simple interest at 10% per annum payable quarterly at the
demand of the Lender.
All or part of the principal
and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price
per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the
Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the
conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable
for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are
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 Regen relating to the Lender’s securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered
under the Act and setting forth or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note s not complete and is qualified in its entirety by reference to the text of Form of the Note, which is attached to this
Current Report on Form 8-K as Exhibit 10.5 and incorporated in this Item 3.02 by reference.
On March 5, 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $57,686 face value Convertible Promissory Note ( “Note”) dated March 5 , 2015
to David R. Koos (“Lender”) in satisfaction of $57,686 owed to Koos by Regen. The Note becomes due and payable at the
demand of the Lender at any time after March 5, 2016 and bears simple interest at 10% per annum payable quarterly at the demand
of the Lender.
All or part of the principal
and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price
per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the
Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the
conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable
for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are
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 Regen relating to the Lender’s securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
David R. Koos is Regen’s
Chairman and CEO
The foregoing description of
the Note is not complete and is qualified in its entirety by reference to the text of Form of the Note, which is attached to
this Current Report on Form 8-K as Exhibit 10.6 and incorporated in this Item 3.02 by reference.
On February 10, 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated February 10 , 2015
to Dunhill Ross Partners , Inc. (“Lender”) in satisfaction of $50,000 owed to the Trust by Regen. The Note becomes
due and payable at the demand of the Lender at any time after March 3, 2016 and bears simple interest at 10% per annum payable
quarterly at the demand of the Lender.
All or part of the principal
and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price
per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the
Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the
conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable
for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are
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 Regen relating to the Lender’s securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note is not complete and is qualified in its entirety by reference to the text of Form of the Note , which is attached to this
Current Report on Form 8-K as Exhibit 10.7 and incorporated in this Item 3.02 by reference.
On March 9 , 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $50,000 face value Convertible Promissory Note ( “Note”) dated March 5, 2015 to
an individual (“Lender”) for consideration of $50,000. The Note becomes due and payable at the demand of the Lender
at any time after March 5, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.
All or part of the
principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of
Regen at a price per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as
defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest
complete Trading Day prior to the conversion date. “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 Regen
and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable for any period on the
OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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 Regen relating to the
Lender’s securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading
Days prior written notice to the Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note s not complete and is qualified in its entirety by reference to the text of the Form of the Note , which is attached to
this Current Report on Form 8-K as Exhibit 10.8 and incorporated in this Item 3.02 by reference.
On March 9 , 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $25,000 face value Convertible Promissory Note ( “Note”) dated March 6, 2015 to
an individual (“Lender”) for consideration of $25,000. The Note becomes due and payable at the demand of the Lender
at any time after March 6, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.
All or part of the
principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of
Regen at a price per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as
defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest
complete Trading Day prior to the conversion date. “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 Regen
and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable for any period on the
OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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 Regen relating to the
Lender’s securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading
Days prior written notice to the Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note s not complete and is qualified in its entirety by reference to the text of the Form of the Note, which is attached to
this Current Report on Form 8-K as Exhibit 10.9 and incorporated in this Item 3.02 by reference.
On March 5, 2015 Regen Biopharma,
Inc. ( “Regen”) issued a $100,000 face value Convertible Promissory Note ( “Note”) dated March 5, 2015
to joint individual investors (“Lender”) for consideration of $100,000. The Note becomes due and payable at the demand
of the Lender at any time after March 5, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the
Lender.
All or part of the principal
and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price
per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the
Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the
conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable
for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are
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 Regen relating to the Lender’s securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon expiration of the six month
holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove
sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each
month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent
to expiration of the aforementioned Rule 144 holding period.
If the Lender converts principal
into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred
Series “A” Stock of the Company for each share of Common Stock received through conversion.
The Note was 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 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 Notes. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note.
The foregoing description of
the Note is not complete and is qualified in its entirety by reference to the text of Form of the Note, which is attached to
this Current Report on Form 8-K as Exhibit 10.10 and incorporated in this Item 3.02 by reference.
Cash proceeds received from
all the aforementioned Notes will be utilized by Regen for general corporate purposes.
On March 6, 2015 Regen Biopharma,
Inc. (“the Company”) issued 17,872, 307 common shares ( “Shares”) to convertible noteholders in satisfaction
of $500,890 of indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the
“Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through
our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement
or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that
evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of the Shares.
On March 6, 2015 Regen Biopharma,
Inc. (“the Company”) issued 2060214 common shares ( “Shares”) to David R. Koos, the Company’s Chairman
and Chief Executive Officer, in satisfaction of $57,686 of indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the
“Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through
our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement
or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that
evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of the Shares.
On March 6,2015 Regen Biopharma,
Inc. (“the Company”) issued 227,632 common shares ( “Shares”) to Saguaro Capital partners, LLC , a company
controlled by Todd Caven the Company’s Chief Financial Officer, as consideration for services rendered prior to Mr. Caven
assuming the position of Chief Financial Officer of the Company.
The Shares were issued
pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained
to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other
consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in
connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability
and sale of the Shares.
On March 6, 2015 Regen Biopharma,
Inc. (“the Company”) issued 500,000 common shares ( “Shares”) to Christine Ichim , the Company’s
Director of Molecular Therapeutics, as consideration for services rendered .
The Shares were issued pursuant
to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as
placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid
in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer
and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been
registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On March 9, 2015 Regen
Biopharma, Inc. (“the Company”) issued 6,249,599 common shares ( “Shares”) to convertible noteholders
in satisfaction of $500,890 of indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the
“Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through
our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement
or general solicitation made in connection with this Offer and Sale of Shares. 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.
Item 1.01 Entry into a Material
Definitive Agreement
On March 3, 2015 Regen Biopharma,
Inc. (“Regen”), a controlled subsidiary of Bio Matrix Scientific Group, Inc., entered into an agreement (“Agreement”)
with Dr. Thomas Ichim whereby Dr. Thomas Ichim would sell, assign, transfer and set over to Regen all rights, title and interest
in and to the invention as described and claimed in the United States Patent Number: 8,263,571, dated September 11, 2011, titled
“Gene Silencing of the Brother of the Regulator of Imprinted Sites” for consideration consisting of $9,000 and 1,000,000
shares of Regen’s Series A Preferred stock.
Thomas Ichim serves as Chief
Scientific Officer of Regen Biopharma, Inc. and also serves as a member of the Board of Directors of Regen Biopharma, Inc.
The foregoing description of
the Agreement is not complete and is qualified in its entirety by reference to the text of Form of the Note, which is attached
to this Current Report on Form 8-K as Exhibit 10.11 and incorporated in this Item 3.02 by reference.
Item 9.01 Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
10.1 |
|
Form of Note
issued to Colorado LLC |
10.2 |
|
Form of Note
issued to Individual investor |
10.3 |
|
Form of Note
issued to Revocable Trust |
10.4 |
|
Form of Note
issued to Bio Technology Partners Business Trust |
10.5 |
|
Form of Note
issued to Minnesota LLC |
10.6 |
|
Form of Note
issued to David Koos |
10.7 |
|
Form of Note
issued to Dunhill Ross Partners, Inc. |
10.8 |
|
Form of Note issued to Individual investor |
10.9 |
|
Form of Note issued to Individual investor |
10.10 |
|
Form of Note issued to Individual investor |
10.11 |
|
Ichim 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.
|
Bio-Matrix
Scientific Group, Inc. |
|
|
Dated: March 9, 2015 |
By: /s/ David Koos |
|
David Koos |
|
Chief Executive Officer |
Exhibit
10.1
CONVERTIBLE
PROMISSORY NOTE
THIS
NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE
SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT COVERING THIS NOTE OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION
OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS ALSO SUBJECT TO RESTRICTIONS ON TRANSFER.
Regen
BioPharma, Inc.
Issue
Date: March 3, 2015 Principal Amount: $100,000
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______________, a Colorado limited liability company (the "Lender") ON DEMAND AT ANY
TIME AFTER March 3, 2016 (the “Maturity Date”), the principal amount of One Hundred Thousand Dollars ($100,000) 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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN
BIOPHARMA, INC. |
|
|
|
/s/: David
R. Koos |
March 3, 2015 |
David R. Koos |
|
Chairman and
CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
Exhibit
10.2
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: March 3, 2015 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 AT ANY TIME AFTER March 3 , 2016 (the “Maturity Date”), 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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN
BIOPHARMA, INC. |
|
|
|
/s/: David
R. Koos |
March 3, 2015 |
David R. Koos |
|
Chairman and
CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
Exhibit
10.3
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: February 26, 2015 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 AT ANY TIME AFTER February 26, 2016 (the “Maturity Date”),
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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN
BIOPHARMA, INC. |
|
|
|
/s/: David
R. Koos |
March 3, 2015 |
David R. Koos |
|
Chairman and
CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
Exhibit
10.4
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: March 5, 2015 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 Bio Technology Partners Business Trust ON DEMAND AT ANY TIME AFTER March 3 , 2016 (the “Maturity
Date”), 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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN BIOPHARMA, INC. |
|
|
|
/s/: David R. Koos |
March 5, 2015 |
David R. Koos |
|
Chairman and CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
/s/: Timothy Foat |
March 5, 2015 |
Timothy Foat, Trustee |
|
|
|
Exhibit
10.5
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: March 3, 2015 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______________, a Minnesota limited Liability Company, ON DEMAND AT ANY TIME AFTER March 3 , 2016
(the “Maturity Date”), 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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN BIOPHARMA, INC. |
|
|
|
/s/: David R. Koos |
March 3, 2015 |
David R. Koos |
|
Chairman and CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
Exhibit
10.6
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: March 5, 2015 Principal Amount: $57,686
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 AT ANY TIME AFTER March 3 , 2016 (the “Maturity Date”), the
principal amount of Fifty Seven Thousand Six Eight Six Dollars ($57,686) 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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN BIOPHARMA, INC. |
|
|
|
/s/: David R. Koos |
March 5, 2015 |
David R. Koos |
|
Chairman and CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
/s/: David R. Koos |
March 5, 2015 |
Exhibit
10.7
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: February 10, 2015 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 Dunhill Ross Partners, Inc. ON DEMAND AT ANY TIME AFTER March 3, 2016 (the “Maturity Date”),
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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN BIOPHARMA, INC. |
|
|
|
/s/: David R. Koos |
February 10, 2015 |
David R. Koos |
|
Chairman and CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
/s/: Timothy Foat |
February 10, 2015 |
Timothy
Foat, President
Dunhill
Ross Partners, Inc. |
|
|
|
Exhibit
10.8
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: March 5, 2015 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 AT ANY TIME AFTER March 3, 2016 (the “Maturity Date”), 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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN BIOPHARMA, INC. |
|
|
|
/s/: David R. Koos |
March 9, 2015 |
David R. Koos |
|
Chairman and CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
Exhibit
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: March 6, 2015 Principal Amount: $25,000
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 AT ANY TIME AFTER March 6, 2016 (the “Maturity Date”), the
principal amount of Twenty Five Thousand Dollars ($25,000) 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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN BIOPHARMA, INC. |
|
|
|
/s/: David R. Koos |
March 9, 2015 |
David R. Koos |
|
Chairman and CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
Exhibit
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: March 5, 2015 Principal Amount: $100,000
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______________, as joint owners (the "Lender") ON DEMAND AT ANY TIME AFTER March 5, 2016
(the “Maturity Date”), the principal amount of One Hundred Thousand Dollars ($100,000) 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, 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 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 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 a 65% discount to the lowest Trading Price (as
defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the Conversion Date. “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.
2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a
Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to
5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the
entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.
Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock 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 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 or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common 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
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
Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove
the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note,
each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month
subsequent to Rule 144.
2.5
Concerning the Shares. The shares of Common Stock and/or 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 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 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 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 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.
2.6
Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock
of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the
Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the
Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.
3. Prepayment.
Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding
principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses
and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more
than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the
right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding
principal balance which is subject to prepayment to Common Shares as provided for in Section 2.
4. Events
of Default.
4.1
The following shall constitute events of default (individually an "Event of Default"):
(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;
(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or
(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.
4.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.
5. Transfer
of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As
used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.
6. Certain
Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other
formalities of any kind.
7. Amendment,
Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an
agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be
effective unless given in writing by the Lender.
8. Governing
Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance
with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).
IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.
REGEN BIOPHARMA, INC. |
|
|
|
/s/: David R. Koos |
March 5, 2015 |
David R. Koos |
|
Chairman and CEO |
|
The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.
Exhibit
10.11
PATENT
PURCHASE AGREEMENT
This PATENT
PURCHASE AGREEMENT (hereinafter "Agreement”) effective as of March 3, 2015 (the "Effective Date") is made
and entered into by and between Thomas Ichim, a natural person, whose address is 9255 Town Centre Drive, St 450 San Diego CA 92121
(hereinafter “Seller”) and Regen Biopharma, Inc., a Nevada corporation, having a principal place of business at 4700
Spring Street, St 304, La Mesa, California 91942 (hereinafter "Purchaser"). Seller and Purchaser may hereinafter be
referred to collectively as the “Parties” and individually as a “Party” when convenient.
RECITALS
WHEREAS,
Seller is the owner, in entirety, of right, title, and interest in and to the certain invention (hereinafter “Invention”)
entitled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for which a U.S. Patent Number, 8,263,571,
issued by the United States Patent and Trademark Office on September 11, 2011.
WHEREAS
Seller desires to sell, assign, transfer and set over to Purchaser, and Purchaser shall acquire, assume, and accept said entire
right, title, and interest of Seller in and to the Invention and the Patent as specified in this Agreement.
WHEREAS,
the Parties hereby agree and are of mutual consensus that the consideration being exchanged pursuant to the terms of this Agreement
is fair and equitable in value.
WHEREAS,
the Parties now desire to enter into this Agreement.
NOW, THEREFORE,
IN consideration of the terms and provisions contained herein and other good and valuable consideration, the receipt, adequacy,
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
DEFINITIONS
For the
purpose of this Agreement, the following terms, whether in singular or in plural form, when used with a capital initial letter
shall have the respective meanings as follows.
1.1 “Action”
means an assertion made or a proceeding filed by a Person or one of its affiliates.
1.2 “Assigned
Patent” means the Invention entitled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for
which a U.S. Patent Number, 8,263,571, was issued by the United States Patent and Trademark Office on September 11, 2011.
1.3 “Person”
means any natural person, corporation, company, partnership, association, sole proprietorship, trust, joint venture, non-profit
entity, institute, governmental authority, trust association or other form of entity not specifically listed herein including,
without limitation, Seller or any of its affiliates, or Purchaser or any of its affiliates.
1.4 “Affiliate”
means any company or entity that directly controls or is directly controlled by, or under common control with a Party. The term
"control" shall mean the ability to possess, directly or indirectly, the power to direct or cause the direction of management
of said company through ownership, voting shares, contract or otherwise.
2.
PURCHASE AND SALE OF PATENT
2.1
Purchase and Sale of Patent. Effective as of the Closing Date and subject to the fulfillment of the Parties’ obligations
set forth in Section 4 below, Seller hereby sells, assigns, transfers, and sets over unto Purchaser its entire right, title and
interest in and to the Assigned Patent.
2.2
Patent Assignment. Seller shall execute a Patent Assignment Agreement (“Patent Assignment”), attached hereto as Exhibit
A, the terms of such Patent Assignment being fully incorporated herein.
2.3 Consideration.
Purchaser hereby agrees to pay to Seller the sum of Nine Thousand United States Dollars ( $9,000) and 1,000,000 shares of Series
A preferred Regen Biopharma Inc.’s stock.
The Parties
hereby agree and are of mutual consensus that the above consideration being exchanged pursuant to the terms of this Agreement
is fair and equitable in value.
3. Taxes
and Fees. Seller shall pay any taxes that are legally imposed on Seller arising out of the transfer of the Inventions and Patents.
Seller is not liable for any taxes, if legally imposed on Purchaser, resulting from or arising out of the transfer of the Invention
and Patent. Seller is responsible for any and all fees incurred by Seller and Purchaser is responsible for any and all fees incurred
by Purchaser.
4. CLOSING
AND DELIVERY
4.1 Closing.
The transaction shall be consummated on March 3, 2015 (the “Closing Date”).
4.2 Seller
Deliverables. Seller shall deliver an executed copy of this Agreement. At the closing, Seller shall deliver to Purchaser a duly
executed Patent Assignment ( Exhibit A).
4.3 Purchaser
Deliverables. Purchaser shall deliver an executed copy of this Agreement. At the closing, Purchaser shall deliver to Seller the
sum of Nine Thousand United States Dollars ($9,000) to be paid by check.
5. INFORMATION
5.1 Seller
hereby states that is has disclosed to Purchaser all material information that it possesses at the time signing this Agreement
about the Assigned Patent.
6. TRANSFER
OF PATENT
6.1 Patent
Assignment. Effective as of the Closing Date, Seller hereby sells, assigns, transfers and sets over to Purchaser all rights, title
and interest it has in and to the Assigned Patent and all inventions and discoveries described therein and all rights of Seller
to collect royalties under such Patent.
6.2 Assignment
of Causes of Action. Effective as of the Closing Date, Seller hereby sells, assigns, transfers and sets over to Purchaser all
right, title and interest it has in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise,
for the Assigned Patent and all inventions and discoveries described therein, including without limitation all rights to pursue
damages, injunctive relief and other remedies for past, current and future infringement of the Assigned Patent as of the Effective
Date.
7. ADDITIONAL
OBLIGATIONS
7.1 Further
Assurances. Seller agrees to cooperate with Purchaser, upon reasonable request of Purchaser and without demanding further consideration
from Purchaser, to execute and deliver such other instruments and do and perform such other acts and things as may be reasonably
necessary for effecting completely the consummation of the transfer of ownership in and to the Assigned Patent as contemplated
hereby, including without limitation execution, acknowledgment and recordation of other such papers, as necessary or desirable
for fully perfecting and set over unto Purchaser the benefit of the transfer of ownership in and to the Assigned Patent as contemplated
hereby.
7.2 Further
Assistance. Subject to the terms and conditions hereof, Seller agrees, upon the reasonable request of Purchaser, to do all things
necessary, proper, or advisable, including without limitation the execution, acknowledgment and recordation of specific assignments,
oaths, declarations and other documents on a country-by-country basis, to assist Purchaser in obtaining, perfecting, sustaining,
and/or enforcing the patent rights. Such assistance may also include providing prompt production of pertinent facts and documents,
giving of testimony, execution of petitions, oaths, powers of attorney, specifications, declarations or other papers and other
assistance reasonably necessary for filing patent applications, complying with any duty of disclosure, and conducting prosecution,
reexamination, reissue, interference or other priority proceedings, opposition proceedings, cancellation proceedings, public use
proceedings, infringement or other court actions and the like with respect to the Assigned Patent.
8. REPRESENTATIONS
AND WARRANTIES
Seller
hereby warrants to Purchaser as follows:
8.1 No
Assignment. Seller warrants that (i) no assignment of the Invention or Assigned Patent has been made to a party other than Purchaser
and (ii) there is no obligation to make any assignment of the Invention or Assigned Patent to any party other than Purchaser.
8.2 Title
and Contest. Seller has good and marketable title to the Assigned Patent, including without limitation all rights, title, and
interest in the Assigned Patent to sue for infringement thereof. The Assigned Patent is free and clear of all liens, mortgages,
security interests or other encumbrances, and restrictions on transfer. There are no actions, suits, claims or proceedings threatened,
pending or in progress on the part of any named inventor of the Patent relating in any way to the Assigned Patent and Seller has
not received notice of (and Seller is not aware of any facts or circumstances which could reasonably be expected to give rise
to) any other actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to
the Patent. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or
in any Person to acquire the Assigned Patent.
8.3 Restrictions
on Rights. Purchaser will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of
the Assigned Patent as a result of the transaction contemplated in this Agreement, or any prior transaction related to the Assigned
Patent.
8.4 Payment
of Fees Due. Seller has paid or caused to be paid all fees due on the Assigned Patent to the United States Patent and Trademark
Office as of the Effective Date of this Agreement.
Each Party
warrants to the other Party as follows:
8.5 Mutual
Representations. Each Party hereby is duly organized, validly existing and in good standing under the laws of their respective
jurisdiction. Each Party has the full right and power to enter into and perform its obligations under this Agreement and each
has duly authorized, executed and delivered this Agreement which is binding upon, and enforceable against, each Party in accordance
with its terms. To the best knowledge of each Party there is no action at law or in equity, no arbitration proceeding and no action,
proceeding, complaint or investigation before or by any federal, foreign, state or local government or regulatory commission,
agency or other administrative or regulatory body or authority pending or threatened against or affecting either Party its officers,
directors, business or affairs that will affect the set over of the Assigned Patent and the equitable consideration, as stated
herein.
9.
MISCELLANEOUS
9.1 Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered (a) personally, (b)
by facsimile transmission, (c) by overnight courier or (d) by registered or certified mail (return receipt requested) to the parties
at the following addresses (or at such other address for a Party as shall be specified by like notice);
If to the
Seller at:
Thomas
Ichim, Ph.D.
_______________________
If to Purchaser
at:
Regen Biopharma,
Inc.
4700 Spring
Street, St 304,
La Mesa,
California 91942
Notice
shall be deemed received in the case of (a) personal delivery, upon delivery, (b) international courier (signature required) two
(2) business days following shipment, and, (c) international registered or certified mail seven business days following postdate.
Either Party may change the notice address by providing notice containing the changed notice information to the other Party.
9.2
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.
9.3
Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision
of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provisions were not contained
herein.
9.4
Waiver. Failure by either Party to enforce a term of this Agreement will not be deemed a waiver of future enforcement of that
or any other term in this Agreement or any other agreement that may be in place between the Parties.
9.5
Counterparts. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall
bear the signatures each of the Parties hereto. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original against the Party whose signature appears thereon, but all of which taken together shall constitute but
one and the same instrument.
9.6
Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any
one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that each Party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the United States or in any State having jurisdiction,
this being in addition to any other remedy to which they are entitled at law or in equity. In addition, the prevailing Party in
any dispute arising hereunder shall be entitled to its attorney’s fees and court costs in addition to any other relief which
may be awarded.
9.7
Entire Agreement; Waiver of Breach. This Agreement constitutes the entire agreement between the Parties and supersedes any prior
agreement or understanding among them in respect of the subject matter hereof, and there are no other agreements, written or oral,
nor may the Agreement be modified except in writing and executed by all of the parties hereto; and no waiver of any breach or
condition of this Agreement shall be deemed to have occurred unless such waiver is in writing, signed by the party against whom
enforcement is sought, and no waiver shall be claimed to be a waiver of any subsequent breach or condition of a like or different
nature.
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives to be effective
in all respects as of the day and year first above written.
Regen
Biopharma, Inc. |
Thomas
Ichim Ph.D. |
|
|
By: /s/ David
R. Koos |
By: /s/
Thomas Ichim |
David R. Koos |
Thomas Ichim
Ph.D |
Its: Chairman
and CEO |
|
EXHIBIT
A
PATENT
ASSIGNMENT AGREEMENT
THIS
PATENT ASSIGNMENT AGREEMENT (the “Agreement”), is made and entered into this 3 day of March, 2015 (the
“Effective Date”), by and between Thomas Ichim Ph.D, a natural person, whose address is 9255 Town Centre Drive,
St 450 San Diego CA 92121 ("Assignor") and Regen Biopharma, Inc., a Nevada corporation having an office at 4700 Spring
Street, St 304, La Mesa, California 91942 (“Assignee”) (each a “Party” and collectively the “Parties”).
WHEREAS,
Assignor is the owner of all rights, title and interest in and to the invention (the “Invention”) as described
and claimed in the United States Patent Number: 8,263,571, dated September 11, 2011, titled “Gene Silencing of the Brother
of the Regulator of Imprinted Sites” (the "Patent") as set forth in Schedule A hereto.
WHEREAS,
Assignee desires to acquire, assume, and accept the entire right, title, and interest of Seller in and to the Invention and
its Patent as specified in this Agreement.
WHEREAS,
Assignor and Assignee have agreed by a Patent Purchase Agreement (the “Purchase Agreement”) dated March 3, 2015,
by and between Assignor and Assignee, the terms of which are incorporated herein by reference, that Assignor shall sell, transfer,
assign and set over unto Assignee and Assignee shall accept, all rights, title and interest in and to the Patent as specified
in this Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the Parties and pursuant to the Purchase Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed
as follows:
I.
ASSIGNMENT
| 1. | Assignor
hereby sells, transfers, assigns and sets over to Assignee all rights, title and interest
in and to the Invention and its Patent in each and every foreign country to the United
States and all priority rights resulting from the above-identified United States patent. |
| 2. | Assignor
hereby authorizes and requests the Commissioner of Patents and Trademarks of the United
States and any official of any country or countries foreign to the United States, whose
duty is to issue patents or other evidence or forms of patent applications as aforesaid,
to issue the same to Assignee and its successors. |
| 3. | Assignor
agrees that, whenever reasonably requested by Assignee and at Assignee’s expense,
Assignor will execute all papers, take all rightful oaths, and do all acts which may
be reasonably necessary for securing and maintaining the patent for the Invention in
any country and for vesting title thereto in Assignee and its successors. |
| 4. | Assignor
authorizes and empowers Assignee and its successors, to invoke and claim for any application
for patent or other form of protection for the Invention, the benefit of the right of
priority provided by any international convention or agreement or the domestic laws of
the country in which any such application is filed, as may be applicable, and to invoke
and claim such right of priority without further written or oral authorization from Assignor. |
| 5. | Assignor
hereby consents that a copy of this Agreement shall be deemed a full legal and formal
equivalent of any assignment, consent to file or like document that may be required in
any country for any purpose and more particularly in proof of the right of Assignee or
nominee to claim the aforesaid benefit of the right of priority provided by any international
convention. |
| 6. | All
of the rights, title and interest in and to the Patent sold, transferred, assigned and
set over to Assignee hereunder include all income, royalties, damages and payments now
or hereafter due or payable with respect thereto, and all causes of action (whether in
law or equity) and the right to sue, counterclaim, and recover for the past, present
and future infringement of the rights assigned or to be assigned hereunder. |
Thomas
Ichim Ph.D |
|
By: /s/
Thomas Ichim |
Name: Thomas
Ichim Ph.D |
Regen
Biopharma, Inc. |
|
By: /s/
David Koos |
Name: David R.
Koos |
Title: Chairman,
President, Chief Executive Officer |