Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 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))

Explanatory Note: The disclosures made in this Current Report on Form 8-K relate to Regen Biopharma, Inc., a controlled subsidiary of Bio Matrix Scientific Group,Inc.

Item 3.02 Unregistered Sales of Equity Securities.

On March 16, 2015 Regen Biopharma, Inc. ( “Regen”) issued a 50,000 face value Convertible Promissory Note ( “Note”) dated March 12 , 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 12, 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 19, 2015 Regen Biopharma, Inc. ( “Regen”) issued a 100,000 face value Convertible Promissory Note ( “Note”) dated March 3, 2015 to a 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.

Cash proceeds received from the aforementioned Notes will be utilized by Regen for general corporate purposes.

Common and Preferred Shares issued pursuant to conversions of outstanding convertible notes:

All common and preferred shares issued pursuant to conversions of convertible notes ( “Conversion Shares”) are subject to the following resale restrictions:

Rule 144, promulgated under the Securities Act of 1933, is a safe harbor provision which allows holders of restricted securities to make public sales of stock when certain conditions are met. Restricted securities are securities acquired in unregistered, private sales from the issuing company. Generally, with regard to an issuer subject to the reporting requirements of the Securities and Exchange Act of 1934 ( such as Regen Biopharma, Inc.) a holding period of six months (as such holding period is calculated pursuant to Rule 144) must elapse between the the date of the acquisition of the securities from the issuer and any resale of such securities in reliance on Rule 144 (“Rule 144 period”)

Subsequent to the applicable six month Rule 144 Period, Regen Biopharma, Inc. will, at the request of the holder of the Conversion Shares, each month remove the sale restrictions on one sixth (1/6) of the applicable Conversion Shares with all restrictions being removed by Regen Biopharma, Inc. by the expiration of the six months subsequent to the Rule 144 Period. Convertible Notes were sold by the Company during the months of January, February and March of 2015 therefore the earliest any Conversion Shares may be resold by would be January 2016.

On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 1,785,714 common shares ( “Shares”) to a convertible noteholders in satisfaction of $50,000 of convertible 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 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 25,907,219 shares of Series A preferred stock ( “Shares”) pursuant to terms and conditions of certain convertible notes issued by Regen.

On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,060,214 shares of Series A preferred stock ( “Shares”) to David R. Koos, the Company’s Chairman and Chief Executive Officer, pursuant to terms and conditions of that convertible note in the face amount of $57,686 issued to David R. Koos by Regen on March 5, 2015.

Preferred Shares Issued to Employees:

On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,500,000 shares of Series A preferred stock ( “Shares”) to David R. Koos, the Company’s Chairman and Chief Executive Officer, as incentive shares. The Shares hall vest after 18 months of constant employment have expired from February 11, 2015.

On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,500,000 shares of Series A preferred stock ( “Shares”) to Todd Caven, the Company’s Chief Financial Officer, as incentive shares. The Shares shall vest after 18 months of constant employment have expired from February 11, 2015.

On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,500,000 shares of Series A preferred stock ( “Shares”) to Thomas Ichim, the Company’s Chief Financial Officer, as incentive shares.

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

Transfer Restrictions shall no longer apply to the Shares upon the achievement of the following events ( Milestones”) during the course of Thomas Ichim’s employment with the Company after 18 months from January 14, 2015. ( “Vesting Period”)

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

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

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

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

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

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

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

On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,500,000 shares of Series A preferred stock ( “Shares”) to Christine Ichim, the Company’s Director of Molecular Therapeutics.

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

Transfer Restrictions shall no longer apply to the Shares upon the achievement of the following events ( Milestones”) during the course of the Christine Ichim’s employment with the Company after 18 months from January 14, 2015. ( “Vesting Period”)

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

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

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

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

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

Completion of crystal structure for NR2F6=10 pts

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

On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 1,000,000 shares of Series A preferred stock ( “Shares”) to Thomas Ichim, the Company’s Chief Financial Officer, pursuant to the terms and conditions of that agreement entered into on March 3, 2015 by and between the Company and 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.

Item 1.01 Entry into a Material Definitive Agreement

On March 20, 2015 Regen Biopharma, Inc. agreed to sublease 199 square feet of laboratory space located at 5310 Eastgate Mall, San Diego, CA 92121 from Human BioMolecular Research Institute (“Sublease Agreement”). Pursuant to the terms of the Sublease Agreement Regen Biopharma, Inc. will pay rent of $400 per month to Human BioMolecular Research Institute (“HBRI”) . The term of the sublease shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal.

The foregoing description of the Sublease Agreement is not complete and is qualified in its entirety by reference to the text of the Sublease Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated in this Item 1.01 by reference.

On March 20, 2015 Regen Biopharma, Inc entered into a Research Agreement with HBRI wherein HBRI agreed to provide a variety of professional, scientific and technical services for the proper conduct of research by Regen Biopharma, Inc. and also to make available certain research equipment to Regen Biopharma, Inc. The term of the agreement shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal. As consideration Regen Biopharma, Inc shall pay a monthly fee of $2,700 to HBRI over the term of the agreement.

The foregoing description of the agreement is not complete and is qualified in its entirety by reference to the text of the Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.4 and incorporated in this Item 3.02 by reference.

Item 9.01 Exhibits.

Exhibit No.		Description of Exhibit
10.1		Form of $50,000 Convertible Note
10.2		Form of $100,000 Convertible Note
10.3		Sublease
10.4		Research Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Regen Biopharma, Inc.

Dated: March 23, 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 12, 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______________, (the "Lender") ON DEMAND AT ANY TIME AFTER March 12, 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

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 16, 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

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______________, LLC (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.

4. Events of Default.

4.1 The following shall constitute events of default (individually an "Event of Default"):

6. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

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 19, 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

This Agreement (“Agreement”) concerning a sublease of commercial property is made by and between Human BioMolecular Research Institute (“HBRI”), a Washington 501(c)3 non-profit corporation located at 5310 Eastgate Mall San Diego, CA 92121 and Regen Biopharma, Inc., a Nevada corporation located at 4700 Spring Street, St. 304 hereinafter referred to as CC, subleasor at HBRI (“the Parties”). In consideration of the mutual promises herein and for other consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Premises, Rent, and Terms

HBRI shall sublease to CC approximately 199.5 square feet of HBRI leased premises at 5310 Eastgate Mall, San Diego, CA 92121, as depicted in Appendix A attached hereto and incorporated herein (including lab space, hood space and PCR hood), on the terms and conditions set forth in this Agreement. The term of the sublease shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received within 60 days prior to renewal. HBRI shall review the sublease agreement periodically and at least annually and have the right to modestly change the terms for good reason; including but not limited to an increase in scope, space, personnel, and usage by CC. An annual cost of living increase of 5% will be implemented each year. Either party may terminate this Agreement upon giving the other party ninety days' written notice.

CC shall pay HBRI $400 on the 1st day of each calendar month of the term. A refundable deposit of $4000 will be due before taking possession of the lab space and shall be refunded to CC no less than thirty days upon the termination of this Agreement provided that CC has substantially complied with its obligations hereunder. Total monthly fees are due by the 1^st (first) of each month, regardless of whether or not an invoice is received. If payment is not received by the 10^th (tenth) of each month a late fee of $25 will be assessed and the unpaid balance will begin to accrue interest at 10.0% APR compounded monthly from the original due date (the first of the month) until the entire amount owed is paid. HBRI reserves the right to review the payment for services and request additional reasonable reimbursement for reasonable additional costs for time and materials if the payment for service is less than the amount of service provided.

In consideration of the rent payable under this Agreement, CC shall receive use of the premises described above and the privileges and services described herein in conformance with the signed Research Agreement (Appendix E). The Research Agreement is an inextricable portion of this Agreement. CC shall be entitled to the benefit of services and utilities received by HBRI as part of its lease to the subleased premises, including electricity, heating, and janitorial services, and shall further be entitled to use of HBRI washroom/sterilizing facilities, prep room, and mutually agreed equipment and facilities, as listed in Appendix B. HBRI personnel who operate and maintain such equipment and services shall provide reasonable assistance to CC in connection with such use. CC shall provide for their company’s own phone, fax, internet, and printing/copying services and installation.

Any services, materials, and time above and beyond the standard performance of this agreement will be charged separately by HBRI at an hourly rate of $50/hr.

CC shall adhere to all statutory, regulatory, permitting and other San Diego County, State and Federal legal requirements with respect to its activities, and to safe laboratory practices, including without limitation all HBRI procedures concerning chemical, radioisotope, biohazards, and safety regulations. HBRI shall provide CC with copies of HBRI procedures manuals that relate to its facility and health and safety procedures, with which CC shall comply.

Each party shall defend, indemnify, and hold the other harmless from any and all claims, losses, damages, liabilities, and causes of action, including without limitation the payment of reasonable attorneys’ fees and expert witnesses’ fees, which such party may incur in connection with any act or omission by the other party in performance of this Agreement or the other party’s use of the subleased premises. In the case of any disagreement that results in legal action, the prevailing Party shall have legal fees paid by the non-prevailing party.

CC shall not be entitled to use of HBRI mail, fax, and general administration.

This sublease is not transferable and shall not be further subleased.

Compliance with and Remedies under HBRI Lease

CC shall comply with all terms of tenancy set forth in the HBRI lease to the premises at 5310 Eastgate Mall, San Diego, CA 92121 (the “HBRI Lease”), including without limitation Landlord’s Rules and Regulations set forth in Appendix C thereof, with the sole exception of HBRI’s obligation to pay rent under the HBRI Lease. The HBRI Lease is attached hereto and incorporated herein as Appendix C. HBRI shall be entitled to enforce the terms of the HBRI Lease against CC and to obtain remedies with respect to CC as if HBRI were the “Landlord” in such HBRI Lease.

Insurance

CC shall maintain comprehensive liability insurance with limits of $2 million per occurrence, at a minimum, throughout the Term and for a reasonable period thereafter. At the time of signing this Agreement, CC shall provide HBRI with a copy of its insurance policy showing that CC carries sufficient comprehensive liability insurance to satisfy the terms of Section 12 of the HBRI Lease (i.e., $2,000,000/occurrence coverage policy). In no event shall CC occupy the subleased premises until it has provided a copy of such an insurance policy to HBRI. CC shall provide proof of workers compensation before use of the laboratory facilities. CC shall provide HBRI with prompt written notice of any material change, cancellation or expiration of the above-required insurance.

Notices.

Any notice required or given by either party hereunder shall be in writing and shall be deemed given on the date received if delivered personally or by facsimile, one (1) day after prepaid deposit with any nationally recognized overnight delivery service, or three (3) days after the date postmarked, if sent postage prepaid by registered or certified mail, return receipt requested, to the following addresses and facsimile numbers:

(a) Notices to HBRI should be directed to:

Rebekah Handley, COO

Human BioMolecular Research Institute

5310 Eastgate Mall

San Diego, CA 92121

(b) Notices to CC should be directed to:

David Koos

Regen Bipharma, inc.

Chairman and CEO

4700 Spring Street

Suite 304

La Mesa CA 91941

Miscellaneous.

CC shall notify HBRI in advance of any nonstandard hazardous chemical or biological materials (as per San Diego Uniform Fire and County Health Codes) that CC intends to store or use on the subleased premises, to ensure that HBRI’s licenses are adhered to and the subleased premises can safely accommodate the materials.

Each party will be responsible for its own business operations. Any costs related to CC with respect to this sublease and any costs related to HBRI with respect to CC’s new sub tenancy, shall be the responsibility of the individual parties except as otherwise expressly agreed hereunder.

Each party agrees to keep confidential all intellectual property and other confidential or proprietary information of the other party in conformance with the signed Non-Disclosure Agreement (Appendix D). CC will not compete with HBRI for personnel. CC will not hire HBRI employees within 3 years of the termination of this contract.

At the termination of this sublease, CC will return the subleased premises to a condition of reasonable cleanliness acceptable to HBRI, except to the extent the parties may determine by mutual written agreement. In particular, and without limiting the foregoing, CC will arrange for all CC’s hazardous waste, in excess of the reasonable accumulation periodically disposed, to be removed from the premises using approved contractors, all at CC’s sole expense. If the subleased premises require unreasonable or excessive decontamination of radioisotopes, chemicals, infectious agents, or for any other cause, HBRI will arrange for such decontamination and CC will reimburse HBRI fully for any such costs.

This agreement comprises the full agreement of HBRI and CC with regard to the rental of space. Any amendments to and extensions of this Agreement shall be in writing and executed by both parties. Subject to the limitations set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

Failure of either party to insist upon the strict performance of any provision of this Agreement or to exercise any option, right, remedy, or power continued in this Agreement shall not constitute a waiver or relinquishment thereof for the future. All rights and remedies of either party shall be cumulative and no right or remedy shall be exclusive of any other right or remedy. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

This Agreement will be governed and construed in accordance with the laws of the State of California as applied to transactions taking place wholly within California between California residents. HBRI hereby expressly consents to the personal jurisdiction of the state and federal courts located in San Diego County, California for any lawsuit filed there against HBRI by CC or CC by HBRI arising from or related to this Agreement.

This Agreement shall be available for review by HBRI’s landlord as specified in Section 15 of the HBRI Lease.

HBRI is not in default on any conditions of the HBRI Lease.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below,

Regen Biopharma, Inc.		HUMAN BIOMOLECULAR RESEARCH INSTITUTE

By/s/ David Koos		By/s/ John R. Cashman
David Koos		John R. Cashman, Ph.D.
Title: Chairman and CEO		Title: Director
Date: March 20, 2015		Date: March 20, 2015

Appendix A

DESIGNATED LEASED SPACE - FLOOR PLAN

Appendix B

HBRI EQUIPMENT, FACILITIES AND SERVICES

Centrifugation Equipment

Normal removal of a reasonable amount of hazardous waste

Cell culture hoods, room and incubators will be shared use with priority use to HBRI

Animal Facilities utilizing HBRI IUCAC and approved protocols (animals costs and a per cage day fee and IACUC charges to be negotiated)

Radioactivity License, including a reasonable amount as determined by HBRI of radioactive materials. All radioactive material will be ordered by the facilities manager or his representative and CC shall pay for their share.

Minus 80 and Minus 20 Freezer space

Refrigerator space

Balances

Chemical Storage and Safety

Autoclave

Deionized Water

Milli Q System (ultra-pure water)

Shipping/Receiving Room

Benchtop Centrifuge

Analytical room UV-vis Spectrometer

Dark Room (no photography)

pH meter

Other:

Parking

Janitorial Services

Miscellaneous Supplies (toilet paper, paper towels, hand soap, glassware wash soap, bottled drinking water).

Appendix C

LANDLORD RULES

See HBRI-Dittmann Lease Agreement Attached

Appendix D

Non-Disclosure Agreement

See Executed Non-Disclosure Agreement Attached.

Appendix E

HBRI Research Agreement

See Executed Research Agreement Attached.

Exhibit 10.4

RESEARCH AGREEMENT

This agreement is entered into as of this 9th day of March 2015, by and between Human BioMolecular Research Institute, a Washington nonprofit corporation located at 5310 Eastgate Mall San Diego, CA 92121, hereinafter referred to as HBRI, and Regen Biopharma, Inc., (CC) a Nevada corporation located at 4700 Spring Street, St.304 La Mesa CA 91942, hereinafter referred to as TENANT, subleasor at HBRI.

Whereas, HBRI and TENANT wish to combine their mutual needs to perform research;

Therefore, HBRI and TENANT agree to the terms stated below:

1. Scope of Service:

HBRI will provide a variety of professional, scientific and technical services for the proper conduct of research by TENANT.

The relationship between HBRI and TENANT established by this Agreement is that of Landlord and Tenant and nothing contained in this Agreement shall be construed to (i) give either party the power to direct or control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow a party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Accordingly, this Agreement does not entitle TENANT or its employees to any of the rights or benefits accorded HBRI’s employees and does not entitle HBRI or its employees to any of the rights or benefits accorded TENANT’s employees.

HBRI will provide equipment for usage of TENANT personnel and provide proper orientation for safe usage of such equipment. Use of equipment shall be on a priority basis with HBRI research given highest priority. Service for the following equipment includes:

Minus 80 and Minus 20 Freezers & Refrigerators
Balances	Chemical Storage and Safety
Autoclave	Deionized Water
Milli Q System (ultra pure water)	Shipping/ Receiving Room
Benchtop Centrifuge	Analytical room UV-Vis Spectrometer
Dark Room (no film)	pH Meter
*One cell hood and incubator circulating water bath	Centrifuges
*PCR Machine (s)	Microwave
*priority given to HBRI

HBRI will provide for receipt of hazardous chemicals and the like ordered by TENANT and appropriate storage thereof. Biohazards will also be approved and regulated by HBRI. *Chemical storage will include registration of hazardous materials required by the City of San Diego Fire Department and maintenance of MSDS sheets. In addition, HBRI will provide to TENANT instruction in safety and chemical hygiene.

2. Best Efforts

TENANT staff will apply their best efforts to comply with the regulations set forth by HBRI relating to biological and chemical hygiene and safety as described in the Scope of Service section. Commonly accepted professional standards of laboratory practice will be followed. TENANT staff must complete a safety orientation and safety test before beginning work on the premises. In addition, TENANT staff must attend the annual facility-wide safety orientation. All training documentation must be kept up-to-date with the HBRI Safety Director to comply with local, state, and federal regulations.

3. Key Personnel

HBRI and TENANT will select and supervise its appropriate staff.

TENANT shall carry worker's compensation and liability insurance before beginning work on the premises and shall be responsible for all obligations, reports and deductions required by federal, state and local law with respect to its employees or subcontractors or consultants.

4. Consulting

If additional technical or scientific expertise is required, additional consulting can be negotiated with HBRI for an additional charge. Administrative consulting is available as described in Appendix 1.

5. Payment for Services

TENANT agrees to pay HBRI monthly in the amount of $2,700 per month that includes the HBRI overhead costs of the monthly cost. Specifically, payments will be made by TENANT as follows: $2,700 within fifteen (15) days of receipt by TENANT of a copy of this agreement executed by all parties, and on the 1st day of each calendar month of the term thereafter. Total monthly Research Agreement costs are equal to $2,700. Total monthly fees are due by the 1^st (first) of each month, regardless of whether or not an invoice is received. If payment is not received by the 10^th (tenth) of each month a late fee of $25 will be assessed and the unpaid balance will begin to accrue interest at 10.0% APR compounded monthly from the original due date (the first of the month). HBRI reserves the right to review the payment for services and request additional reasonable reimbursement for reasonable additional costs for time and materials if the payment for service is less than the amount of service provided.

This research agreement will include the option for TENANT to use HBRI’s purchasing and receiving services through its established vendor accounts. A description of the purchasing services to be provided by HBRI and the terms of its use are attached as Appendix 1 is hereby incorporated by reference into this Agreement.

6. Research Agreement Period

This Research Agreement is an inextricable part of the Sublease Agreement and may not be separated therefrom. This Agreement will be effective from March 9, 2015 to September 8, 2015, (a period of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received within 60 days prior to renewal. HBRI shall review the Research Agreement periodically and at least annually and have the right to modestly change the terms for good reason; including but not limited to an increase in scope, space, personnel, and usage by TENANT. This agreement may only be amended by mutual written agreement by an authorized representative of HBRI and TENANT or as described in section 5.

9. Hold Harmless

HBRI and TENANT each agree to indemnify and to hold harmless the other party from damage to persons or property resulting from any act or omission on the part of the identifying party, its employees, its agents, or its officers.

10. Use of Names

HBRI and TENANT each agree that they will not use the name, trademark, or other identifier of the other for any advertising, promotion, or other commercially related purpose except with the advance written approval by an authorized representative.

11. Assignment

Unless otherwise indicated elsewhere in this Agreement, neither party to this Agreement may assign or transfer without prior written consent of the other party.

12. Notices

Unless otherwise indicated elsewhere in this Agreement, all notices and communications in connection with this Agreement will be addressed to HBRI officials at the Institute address who sign this Agreement and to TENANT’s officials at the headquarter address who sign this agreement.

13. Termination

This Research Agreement is an inextricable part of the Sublease Agreement and may not be separated therefrom. Either HBRI or TENANT may terminate this Agreement by following the guidelines in the Sublease Agreement regarding termination. In the event of such termination, HBRI will cease further obligation of the Research Agreement and will take all reasonable steps to cancel or otherwise reduce outstanding obligations. TENANT will be obligated to pay HBRI under paragraph 5 of the Research Agreement until the actual termination date.

14. Non-Compete/Soliciation

TENANT shall not compete with HBRI for a period of three (3) years after the termination of this agreement.

TENANT hereby covenants that during the term of this Agreement and for a period of three (3) years after its termination, TENANT shall not directly or indirectly, by or for himself, or as the agent of another, or through others as agent, in any way solicit or induce, or attempt to solicit or induce, any employee, officer, representative, consultant, or other agent of HBRI or any of its affiliates, whether such person is presently employed or retained by HBRI or may hereinafter be so employed or retained, to leave HBRI or any of its affiliates' employ or otherwise interfere with the employment or independent contractor relationship between any such person and HBRI or any of its affiliates.

15. Amendments

Any amendment to this Agreement must be in writing addressed to the HBRI and signed by authorized representatives of HBRI and TENANT.

Agreement of HBRI and TENANT in the terms stated above is indicated by signatures affixed below.

Regen Biopharma, Inc.		HUMAN BIOMOLECULAR RESEARCH INSTITUTE

By/s/ David Koos		By/s/ John R. Cashman
David Koos		John R. Cashman, Ph.D.
Title: Chairman and CEO		Title: Director
Date: March 20, 2015		Date: March 20, 2015

Appendix 1 – Purchasing Services to be Provided by HBRI

Services to be provided by HBRI (if elected):

This service will include order placement, receiving of shipments, and accounts payable.

Draw down (Reserve) account:

TENANT will be responsible for establishing a deposit account at HBRI which HBRI will draw down to pay for any TENANT purchases. Prior to the placement of any order TENANT there must be sufficient funds available in the draw down account to cover all costs associated with the order including shipping/handling, taxes, and the HBRI administrative fee. If the TENANT draw down account does not contain sufficient funds, the order will not be placed. It is recommended that TENANT maintain a balance of at least $1,000 at all times in the draw down account to cover purchases.

If by HBRI’s inadvertent error, an invoice for a TENANT purchase is received and there is not sufficient funds in the TENANT reserve account to cover all associated expenses and fees, TENANT is required to immediately upon notice, pay HBRI the difference. No further orders will be placed until the deficiency is rectified and a sufficient balance has been deposited to the reserve account. Any balance outstanding after 15 days upon notice to TENANT will accrue interest at 10.0% APR compounded monthly from the date of the purchase invoice and may be subject to collections.

Purchase orders (PO):

TENANT must provide HBRI with an approved purchase order listing the item number, description, and total cost, prior to any order being placed.

Record keeping:

HBRI agrees to maintain a record of all fully executed TENANT purchase orders and purchase-related invoices. It is the responsibility of TENANT to provide HBRI with a copy of all packing slips for its records. HBRI will maintain a separate account within its existing accounting system to track TENANT’s purchases and deposits through TENANT’s reserve account. Every effort will be made to provide TENANT with a quarterly accounting of its purchase transactions; however, a copy of TENANT’s transactions will be available upon request.

Fee for service:

The fee for this service will be 30% of the total invoice amount, and will be automatically drawn down from the TENANT reserve account upon receipt of the purchase invoice. In addition, HBRI reserves the right to review the payment for services and request additional reasonable reimbursement for reasonable additional costs for time and materials if the payment for service is less than the amount of service provided. Any services, materials, and time above and beyond the basic order placement, receiving, and invoice payment; including but not limited to, returning items, account reconciliations, initial accounting setup, new vendor account setup (if required), etc. will be charged separately at an hourly rate of $50/hr.

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