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): September 28, 2015

Commission File Number 333-154989

ENTEST BIOMEDICAL, INC.

(Exact Name of Company as Specified in Charter)

Nevada	26-3431263
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

4700 Spring Street, Suite 304, La Mesa California	91942
(Address of principal executive offices)	(Zip Code)

619-702-1404

(Company’s telephone number, including area code)

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.

On September 28, 2015 Zander Therapeutics, Inc. (“Zander”) executed an agreement (“Agreement’) with Regen BioPharma, Inc. ( “Regen”) whereby Zander shall cause to be issued to Regen 8,000,000 common shares of Entest Biomedical Inc. (“Shares”) in full satisfaction of Zander’s obligation to pay to Regen a one-time, non-refundable, upfront payment of $100,000 as a license initiation.

This obligation arose pursuant to an agreement entered into by and between Zander and Regen on June 23, 2015 whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years. (“License Agreement”).

The Shares were issued by Entest BioMedical, Inc. pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended, on September 29, 2015. 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.

David R. Koos serves as sole officer and director of both Zander Therapeutics, Inc and Entest BioMedical, Inc. and also serves as Chairman and Chief Executive Officer of Regen Biopharma, Inc.

Zander Therapeutics, Inc is a wholly owned subsidiary of Entest Biomedical, Inc.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 3.02 by reference.

The foregoing description of the License Agreement is not complete and is qualified in its entirety by reference to the text of the License Agreement which is incorporated in this Item 3.02 by reference to Exhibit 10.1 of that Form 8-K filed by Entest Biomedical, Inc. with the United States Securities and Exchange Commission on June 26, 2015.

Item 9.01 Exhibits.

Exhibit No.		Description of Exhibit
10.1		AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC.

10.2

LICENSE AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. *

•

Incorporated by reference to Exhibit 10.1 of that Form 8-K filed by Entest Biomedical, Inc. with the United States Securities and Exchange Commission on June 26, 2015.

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.

	ENTEST BIOMEDICAL, INC.

Dated: October 2, 2015	By: /s/ David Koos
	David Koos
	Chief Executive Officer

Exhibit 10.1

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. DATED SEPTEMBER 28, 2015

WHEREAS on June 23, 2015 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. (“Zander”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen (“License IP”) for non-human veterinary therapeutic use for a term of fifteen years.

WHEREAS pursuant to 3.1.1. Of the Agreement Zander shall pay to Regen one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee (“Initiation Fee”)

WHEREAS Zander desires to cause to be issued to Regen 8,000,000 common shares of Entest Biomedical Inc. on or before September 30, 2015 in full satisfaction of Zander’s obligations pursuant to 3.1.1 of the Agreement

WHEREAS Regen is desirous of receiving 8,000,000 common shares of Entest Biomedical Inc. on or before September 30, 2015 in full satisfaction of Zander’s obligations pursuant to 3.1.1 of the Agreement

THEREFORE, IT IS AGREED AS FOLLOWS:

Zander shall cause to be issued to Regen 8,000,000 common shares of Entest Biomedical Inc. on or before September 30, 2015 in full satisfaction of Zander’s obligations pursuant to 3.1.1 of the Agreement

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.