United
States Securities and Exchange Commission
Washington,
D.C. 20549
Form
10-K
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For
the fiscal year ending September 30, 2015
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For
the transition period from __________ to __________.
Commission
file number: 333-191725
REGEN
BIOPHARMA, INC. |
(Name
of small business issuer in its charter) |
|
|
|
Nevada |
|
45-5192997 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
|
|
|
4700
Spring Street, Suite 304, La Mesa, California, 91942 |
(Address
of Principal executive offices) |
|
Issuer’s
telephone number: (619) 702-1404 |
Securities
registered under Section 12(b) of the “Exchange Act”: None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting
company.
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non
accelerated filer ☐ |
Smaller
reporting Company ☒ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
☒
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
☒ No ☐
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter: $11,204,585
As
of December 29, 2015 Regen Biopharma, Inc. had 124,287,272 common shares outstanding.
In
this annual report, the terms “Regen Biopharma, Inc.. ”, “Regent”, “Company”, “we”,
or “our”, unless the context otherwise requires, mean Regen Biopharma, Inc., a Nevada corporation.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking
statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions
or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report,
including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and
plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,”
“projects,” “ongoing,” “expects,” “management believes,” “we believe,”
“we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject
to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially
different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual
report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The
Company has based these forward-looking statements largely on its current expectations and projections about future events and
financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs.
The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions
due to a number of factors, including:
• |
dependence on key personnel; |
• |
competitive factors; |
• |
degree of success of research and development programs |
• |
the operation of our business; and |
• |
general economic conditions |
These
forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained
in this annual report.
PART
I
Item
1. Business
We
were incorporated April 24, 2012 under the laws of the State of Nevada. We are a controlled subsidiary of Bio-Matrix Scientific
Group, Inc, a Delaware corporation. We intend to engage primarily in the development of regenerative medical applications which
we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after
which we would either attempt to sell or license those developed applications or, alternatively, advance the application further
to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision to advance an application further
to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.
As
of December 29, 2015 , we have not licensed any existing therapies which may be marketed. 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. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant
to 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 which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred
thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary.
The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to Regen royalties equal to four percent (4%) of the Net Sales , as such term is defined in
the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at fair
market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on
Net Sales of any Licensed Products for which Regen receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to Regen minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of
the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only
payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).
The
Agreement may be terminated by Regen:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to Regen with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to Regen with regard to that License IP is terminated.
The
Agreement may be terminated by either party in the event of a material breach by the other party.
David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of Regen.
Zander
will be required to obtain approval from the United States Food and Drug Administration (“FDA”) in order to market
any Licensed Product which may be developed within the United States and no assurance may be given that such approval would be
granted.
We
have acquired certain intellectual property from Dr. Wei Ping Min on May 1, 2013and licensed certain intellectual property from
Benitec Australia Limited on August 5, 2013. These collective intellectual properties comprise the therapeutic concept behind
dCellVax , a cancer therapy in early stage development by the Company.
On
May 1, 2013 Dr. Wei Ping Min (“Min”) entered into an agreement (“Agreement”) whereby Min assigned to Regen
all right, title and interest in US Patent # 8,389,708 as well as all Patent applications from the same family corresponding to
numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min IP”) US Patent # 8,389,708 was granted to Min with regard
to his invention of a method directed to the silencing of immunosuppressive cancer causing genes using short interfering RNA (siRNA)
leading to an increase in the immune response, a decrease in tumor-induced immunosuppression and a decrease in in vivo tumor progression.
siRNA are shorter pieces of double stranded RNA that allow the interference of a particular gene, without causing cell death.
As
consideration for the Min IP, Regen is required to:
(a) | | negotiate
in good faith with Min with regards to a proposed consulting agreement by and between
Min whereby Min shall perform certain mutually agreed upon tasks for the benefit of Regen
for consideration to Min consisting of $100,000 of the common shares of Bio-Matrix Scientific
Group, Inc. valued as of the date of issuance and to be paid over a twelve month period
in twelve equal installments (“Consulting Shares”) and registered under the
Securities Act of 1933 on Form S-8. |
(b) | | Cause
to be issued to Min 100,000 of Bio-Matrix Scientific Group, Inc.’s preferred shares
(“Assignor Preferred Shares”) exchangeable into common shares of Bio-Matrix
Scientific Group, Inc. (“Exchange Common Shares”) under the following terms
and conditions: |
(1)
upon any date subsequent to the date of the completion of a satisfactory review by the United States Food and Drug Administration
(“FDA”) of an Investigational New Drug Application (“IND”) for the Min IP submitted by Regen which shall
result in the ability of Regen to lawfully begin clinical testing of the Min IP on human subjects within the United States Min
shall be permitted, at his option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares
having a value of $333,000 such shares being valued at a price per share equal to the closing price as of the day written notice
is given to Regen of Min’s intent to exchange.
(2)
upon any date subsequent to the date that manufacturing procedures for the manufacture of the Min IP have been developed by Regen
which comply to the Current Good Manufacturing Practices (“cGMP “) requirements of the Food Drug and Cosmetics Act
of 1938 and the rules and regulations promulgated thereunder as they may apply to the manufacture of the Min IP Min shall be permitted,
at his option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of
$333,000 such shares being valued at a price per share equal to the closing price as of the day written notice is given to Regen
of Min’s intent to exchange.
(3)
upon any date subsequent to the date that, in connection with a lawfully administered Phase I clinical trial of the Min IP being
conducted by Regen within the United States on human subjects, both of (1) a clinical trial protocol has been completed and (2)
a Principal Investigator has been appointed, Min shall be permitted, at Min’s option, to exchange 33,333 of the Assignor
Preferred Shares into that number of Exchange Common Shares having a value of $333,000 such shares being valued at a price per
share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange.
(4)
Min shall receive, upon successful completion of a lawfully administered Phase I clinical trial of the Min IP being conducted
by Regen within the United States on human subjects, the results of which (1) shall indicate that the Min IP can be safely tolerated
by human subjects (2) shall not indicate that use of the Min IP in human subjects result in side effects of such severity that
commencement of a Phase II clinical trial could not occur, and (3) establishes the optimal dosage and/or method of administration(
as applicable )of the Min IP , Min shall receive that number of the common shares of BIO-MATRIX SCIENTIFIC GROUP, INC. which,
at a price per share equal to the closing price of the shares as of the day of issuance, shall equal $1,000,000.
All
common shares of Bio-Matrix Scientific Group, Inc issuable pursuant to the Agreement are subject to the condition that a sufficient
number of common shares shall be authorized for issuance by BMSN in order that the required number common shares may be issued.
Pursuant to the Agreement, Min shall be entitled to additional consideration for productivity and deliverables over and above
listed items (“”Bonus””). The eligibility of Min to receive a Bonus as well as the nature and amount of
any Bonus shall be at the sole discretion and determination of the Chief Executive Officer of the Company. On August 9, 2013 Bio-Matrix
Scientific Group, Inc issued to Min 100,000 of its Preferred Shares pursuant to the Agreement.
On
August 5, 2013 Regen was granted by Benitec Australia Limited (“Benitec”) an exclusive worldwide right and license
to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism
by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec.
Pursuant
to the agreement between the parties for the grant of the license (“Agreement”) , Regen is obligated to make the following
payments to Benitec as consideration for the grant of the license:
(1)
a one-time, non-refundable, upfront payment of twenty five thousand US dollars ($25,000) as a license initiation fee on the
execution date of the Agreement. On August 30, 2013 BMSN issued 8,512,088 of its common shares to Benitec in satisfaction of this
obligation on behalf of the Company. Fair value of these common shares as of the date of issuance was determined to be $25,536.
(2)
a one-time non-refundable payment of twenty five thousand US dollars ($25,000) on the first anniversary of the execution date
of the Agreement.
(3)
The following milestone payments per each Licensed Product that meets such milestone:
Milestone |
Amount
|
Start
Phase I/II clinical trial – dosing first patient |
$100,000
US Dollars
|
Start
Phase III clinical trial |
$500,000
US Dollars |
Regulatory
Approval for a Licensed Product by first regulatory agency |
$1,000,000
US Dollars |
Regulatory
Approval for a Licensed Product by second regulatory agency |
$2,000,000.00
US Dollars
|
As
defined by the Agreement, “Licensed Product” shall mean any product sold by or on behalf of Regen, its Affiliates
or its sublicensees pursuant to the license granted by the Agreement.
As
further consideration to Benitec, Regen is required to pay:
(i) | | Royalties
equal to the greater of (a) a minimum annual payment of $25,000 per year or (b) four
percent (4%) of the Net Sales as defined in the Agreement of any Licensed Products sold
pursuant to the license sold within a given year. |
(ii) | | fifty
percent (50%) of all consideration (in the case of in-kind consideration, at fair market
value as monetary consideration) received by Regen from sublicensees, excluding royalties
from sublicensees based on Net Sales of any Licensed Products for which Benitec receives
payment. |
The
term of this Agreement commenced on the date of execution (“Effective Date “) continues in full force and effect on
a Licensed Product-by-Licensed Product and country-by-country basis until the expiration or termination of the Benitec’s
Patent Rights covering such Licensed Product.
On
August 1, 2015 the Agreement was amended as follows:
Any
License Fees or Milestone Payments ( as those terms are defined in the Agreement”) to be paid subsequent to April 6, 2015
may be paid in the common stock of Regen .
On
November 20, 2014 Dr. Christine Ichim assigned to the Company all right, title, and interest in and to the invention described
in US Patent Application Serial No. 13/652,395 relating to methods and compositions for modulating NR2F6 for therapeutic applications.
In particular, methods and compositions comprising modulators of NR2F6 for modulating stem cell growth, proliferation and differentiation
and for treating associated conditions and diseases. As Consideration by the Company to Dr. Ichim for the rights the Company is
required to issue to Dr. Ichim 100,000 of the Company’s common shares.
On
November 20, 2014 the Company and Dr. Christine Ichim entered into a Consulting Agreement (“Christine Ichim Consulting Agreement”).
Pursuant to the Christine Ichim Consulting Agreement, Dr. Ichim shall invent for the Company the following:
a) | | Cord
Blood Small Molecule (“CBSM invention”) |
b) | | Cancer
Small Molecule Ligand Binding (“CSMLB Invention”) |
c) | | Cancer
Small Molecule Alpha helix Inhibitor (“CSMAI Invention”) |
d) | | Cancer
Small Molecule using 170 Compound List (“CSM170 Invention”) |
and
shall assign to the Company 100% of her right, title, and interest in the above named inventions and any and patent applications
filed for the above named inventions (as well as such rights in any divisions, continuations in whole or part or substitute applications).
Consideration
to be paid by the company to Dr. Ichim pursuant to the Christine Ichim Consulting Agreement shall consist of the following:
i) | | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CBSM invention Dr. Ichim shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CBSM Invention |
ii) | | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSMLB invention Dr. Ichim shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSMLB Invention |
iii) | | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSMAI invention Dr. Ichim shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSMAI Invention |
iv) | | As
consideration for the invention, patent prosecution and assignment of all right, title
and interest to CSM170 invention Dr. Ichim shall be issued One Hundred Thousand Common
Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars
to be paid upon the filing with the United States patent and Trademark Office of a provisional
applications for patent for the CSM170 Invention
v) Dr. Ichim shall be entitled to royalties during
the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI invention
and CSM170 invention of 5% of Net Sales made by the Company of the CBSM invention, CSMLB
invention ,CSMAI invention and CSM170 invention. Net Sales" means the monetary consideration
actually received by Company for the transfer of the invention less any of the following
items |
(a) | | outbound
shipping, storage, packing and insurance expenses; |
(b) | | distributor
discounts; |
(c) | | allowance
for doubtful accounts or uncollectible accounts receivable; |
(d) | | amounts
repaid or credited as a result of rejections, defects, or returns |
(e) | | sales
and other excise taxes (excluding VAT), tariffs, export license fees and duties paid
to a governmental entity |
On
December 16, 2014 Dr. Christine Ichim assigned to the “Company all right, title, and interest in and to the invention described
in US Patent Application Serial No. 14/571,262 “METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6”
On
December 17, 2014 Dr. Christine Ichim assigned to the “Company all right, title, and interest in and to the invention described
in US Patent Application Serial No. 14/572,574 “TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”
On
December 31, 2014 United States Patent Application No. 14588374 pertaining to the use of molecular interventions to treat myelodysplastic
syndrome (MDS) was filed by Dr. Christine Ichim.
United
States Patent Application No. 14588374 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395.
All right, title and interest in and to the invention covered by Non-Provisional U.S. Application Serial Number 13/652,395 was
assigned to Regen BioPharma, Inc. (“Regen”) by Dr. Ichim on November 20, 2014. In addition all right, title and interest
in and to the invention covered by United States Patent Application No. 14588374 is assigned to Regen by Dr. Ichim pursuant to
the November 20, 2014 assignment as Application No. 14588374 is a continuation-in-part to pending Non-Provisional U.S. Application
Serial Number 13/652,395.
On
December 31, 2014 United States Patent Application No. 14588373 pertaining to the suppression of the nuclear receptor NR2F2 using
compositions that induce RNA interference for use as cancer stem cell inhibitors as well as cancer stem cell pathway inhibitors
was filed by Dr. Christine Ichim.
United
States Patent Application No. 14588373 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395.
All right, title and interest in and to the invention covered by Non-Provisional U.S. Application Serial Number 13/652,395 was
assigned to Regen BioPharma, Inc. by Dr. Ichim on November 20, 2014. In addition all right, title and interest in and to the invention
covered by United States Patent Application No. 14588373 is assigned to Regen by Dr. Ichim pursuant to the November 20, 2014 assignment
as Application No. 14588373 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395.
On
March 3, 2015 Regen 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.
On
June 8, 2015 Regen Biopharma, Inc. (the “Company”) entered into an agreement with Dr. Santosh Kesari (“Agreement”).
Pursuant
to the terms and conditions of the Agreement
(a) | | Dr.
Kesari shall conduct , for the benefit of the Company, certain experiments intended to
demonstrate in vitro efficacy of human indolamine 2,3 deoxygenase small interfering RNA
in the human Dendritic Cell in vitro model. These experiments are intended to provide
a response to requests for information by the United States Food and Drug Administration
(“FDA”) with regard to Investigational New Drug Application (“IND”)
#16200 submitted by the Company to the FDA for the Company’s planned Phase I/II
clinical trial assessing safety with signals of efficacy of the Company’s dCellVax
gene silenced dendritic cell immunotherapy for treating breast cancer. |
(b) | | Dr.
Kesari shall assist the Company in the preparation of an IND to be submitted to the FDA
with regard to the marketing of the Company’s proprietary product “DCellVax”
as a treatment for gliomas such a assistance to be provided for a period of no less than
twelve months from the execution date of the Agreement. |
Consideration
to Dr. Kesari shall consist of the following:
(a) | | Dr.
Kesari shall receive that number of common shares of the Company, valued as of the closing
price on the OTCBB as of the date of execution of this Agreement, which shall equal $66,000
USD (“Signing Shares”). One half of the Signing Shares to be issued shall
be registered under the Securities Act of 1933 on Form S-8. |
(b) | | Upon
completion of the studies required to be performed by Dr. Kesari pursuant to the Agreement
and successful demonstration of silencing of indolamine 2,3 deoxygenase in human dendritic
cells Dr. Kesari shall be entitled to receive that number of common shares of the company,
valued as of the closing price on the OTCBB as of the date that successful demonstration
of silencing is presented to the Company by the Dr. Kesari (“Milestone Date”)
, which shall equal $66,000 USD (“Milestone Shares”). ”). One half
of the Signing Shares to be issued shall be registered under the Securities Act of 1933
on Form S-8. |
(c) | | Upon
the date of submission to the FDA of a response, prepared by the Dr. Kesari, providing
evidence of vitro and/or in vivo confirmation of efficacy of the human siRNA sequences
proposed for the clinical trial with regard to IND# 16200 for a proposed Phase I/II clinical
trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic
cell immunotherapy for treating breast cancer ( “Response Date”) Dr. Kesari
shall be entitled to receive that number of common shares of the company, valued as of
the closing price on the OTCBB as of the Response Date which shall equal $66,000 USD
(“Response Date Shares”). One half of the Response Date Shares to be issued
shall be registered under the Securities Act of 1933 on Form S-8. |
On
December 15, 2015 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with the National
Center for Advancing Translational Sciences (“NCATS”), which is a component of the National Institutes of Health (“NIH”),
an agency of the U.S. Department of Health and Human Services , pursuant to the following terms and conditions:
Regen
and NCATS shall collaborate to screen for small molecule compounds that activate or inhibit the orphan nuclear receptor, NR2F6
(“Research Project”).
NR2F6
orphan nuclear receptor cell lines will be provided by Regen.
NPC
and LOPAC compound libraries will be used to screen this receptor at NCATS.
Inventions
made in the course of the Research Project will be owned by the Party employing the inventor or inventors. Inventions that are
invented jointly by employees of both Parties will be owned jointly.
The
Parties, moreover, agree to enter into an inter-institutional agreement with respect to joint inventions, which shall authorize
Regen to have primary control and responsibility for any patenting and commercialization activities and shall be negotiated in
good faith based on the respective parties’ contributions to each Joint Invention.
The
term of this Agreement is for 3 years from December 16, 2015. This Agreement may be extended as mutually agreed by the Parties.
This Agreement may be terminated upon thirty days written notice by the terminating Party to the other Party.
Principal
Products and Services
HemaXellarate
I
The
Company has begun development of HemaXellerate I, a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is
a patient-specific composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of
blood cells based on previous animal studies. The initial application of HemaXellerate I will be the treatment of severe aplastic
anemia which is characterized by immune-mediated bone marrow hypoplasia (underdevelopment or incomplete development of a tissue)
and pancytopenia (reduction in the number of blood cells and platelets).
Adipose
tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF),
a mix of various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue
cells that can differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of
blood vessels and lymphatic vessels and which play a vital role in angiogenesis ( the physiological process through which new
blood vessels form from pre-existing vessels).
The
isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth
factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop
into all types of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found
in the peripheral blood and the bone marrow.
On
February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration
(“FDA”) to initiate a Phase I clinical trial assessing HemaXellerate I I in patients with drug-refractory aplastic
anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous
SVF cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility
and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
Under
the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended
to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually
in the United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval
for the indication for which it has such designation, the product is entitled to a seven year period of marketing exclusivity,
which precludes the FDA from approving another marketing application for the same drug for that time period. The sponsor of the
product would also be entitled to a United States federal tax credit equal to 50% of clinical investigation expenses as well as
exemptions from certain fees.
The
Company believes that this application of HemaXellerate I qualifies for Orphan designation under the Orphan Drug Act due to the
fact that aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to
the FDA for Orphan designation for HemaXellerate.
On
December 10, 2015 Regen was informed by the United States Food and Drug Administration that Regen has satisfactorily addressed
all clinical hold issues related to Regen’s Investigational New Drug Application for HemaXellerate I and may initiate a
Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is
intended to determine safety and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells
in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and
secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
HemaXellerate
II
Also
in early stage development by the Company is a version of HemaXellerate called HemaXellerate II.
HemaXellerate
II is intended to be a universal donor endothelial cell based therapeutic and is intended to be manufactured by obtaining cells
from a part of the placenta called the “vascular lobules”. The cells are processed and utilized for the purpose of
stimulating bone marrow hematopoetic stem cell repair and proliferation. The mechanism of action for HemaXellerate II is similar
to HemaXellerate I whereby the harvested and processed cells would produce growth factors which would mediate the therapeutic
effects of the product. The Company has not begun preclinical development of HemaXellerate II as of December 29, 2015.
The
therapeutic concept behind the HemaXellerate products derives from intellectual property licensed to the Company by Oregon Health
& Science University (US patent No. 6,821,513 “Method for enhancing hematopoiesis” issued Nov. 23, 2004) pursuant
to an agreement entered into by the parties on June 5, 2013. This agreement was terminated by mutual consent on August 8, 2013
due to the fact that US patent No. 6,821,513 had expired due to nonpayment of the required maintenance fees by Oregon Health &
Science University. The Company has been informed by its counsel and believes that the expiration of US patent No. 6,821,513 signifies
that no party can be sued for future infringement based on the patent. Thus the Company is free to practice the claimed methods
recited in the expired patent in the future without being liable for patent infringement based on the patent.
dCell
Vax
dCellVax
is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA
that has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently
reimplanted in the cancer patient.
The
dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of tumor cells which produce
factors which cause the dendritic cell to express the IDO. Expression of IDO on the dendritic cell halts the dendritic cell from
activating T cells and causes the dendritic cell to suppress T cells. T lymphocytes (‘T cells”) are a lymphocyte that
play a central role in the human immune system’s attempt to eradicate tumors. The Company has filed an Investigational New
Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I/II clinical
trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast
cancer. The proposed trial will recruit 10 patients with metastatic breast cancer and will involve 4 monthly injections of the
dCellVax gene-silenced dendritic cell therapy. The trial is anticipated to l last one year, with tumor assessment before therapy
and at 6 and 12 months.
The
concepts utilized in formulating dCellVax are derived
(a) | | from
patented intellectual property acquitted by the Company from Dr. Wei Ping Min which is
method directed to the silencing of immunosuppressive cancer causing genes using short
interfering RNA (siRNA) and which has been granted patent protection under US Patent
# 8,389,708 |
(b) | | from
patented intellectual property licensed to the Company by Benitec. |
NR2F6
Regen
has been assigned intellectual property with regard to the gene NR2F6 . It is believed by the Company that NR2F6 expression leads
to the shutting down of the immune system’s natural ability to kill cancerous cells. The Company believes that identification
of a small molecule which could inhibit this receptor would potentially provide an avenue for immunotherapy of cancer.
On
December 15, 2015 Regen entered into an agreement (“Agreement”) with the National Center for Advancing Translational
Sciences (“NCATS”), which is a component of the National Institutes of Health (“NIH”), an agency of the
U.S. Department of Health and Human Services whereby Regen and NCATS shall collaborate to screen for small molecule compounds
that activate or inhibit the orphan nuclear receptor, NR2F6.
Regen
will be required to obtain approval from the FDA in order to market any of Regten’s products or therapies. No approval has
been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be
given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include
the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical
trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application
further to Phase III clinical trials. We can provide no assurance that the Company will be able to sell or license any product
or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.
Distribution
methods of the products or services:
It
is anticipated that Regen will enter into licensing and/or sublicensing agreements with outside entities in order that Regen may
obtain royalty income on the products and services which it may develop and commercialize.
Competitive
business conditions and Regen's competitive position in the industry and methods of competition
We
are recently formed and have yet to achieve revenues or profits. The pharmaceutical and biologics industries in which we intend
to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources
than we do.
We
intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in
order that we can concentrate our resources on projects in which products and services in which we have the greatest potential
to secure a competitive advantage may be developed and commercialized .
To
that effect, we have established a Scientific Advisory Board of (the Advisory Board) comprised of individuals who we believe have
a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us in (a) determining
the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to initiate and
complete a project in the most cost effective and rapid manner.
Members
of the Advisory Board include as follows:
Dr.
Weiping Min, M.D., PhD
Dr.
Min is currently a Professor, Department of Surgery at the University of Western Ontario. Dr. Min obtained his MD from Jiangxi
Medical University, China, in 1983 and his Ph.D.in Immunology from Kyushu University, Japan. Dr. Min has completed postdoctoral
training at the Department of Medical Microbiology and Immunology, University of Alberta and the Department of Immunology, University
of Toronto.
Dr.
Min has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Bio Matrix Scientific Group, Inc. (“BMSN”) has agreed to issue to Dr. Min 200,000 of the
common shares of BMSN.
David
James Graham White, M.D., Ph.D.
Dr.
White currently serves as Novartis/Stiller Professor of Xenotransplantation at the University of Western Ontario ( to which he
was appointed in 2000) and is a member of British Transplantation Society, the British Society of Immunologists, the Transplantation
Society, the European Society of Organ Transplantation, the Royal College of Pathologists and the Athenaeum. Dr. White obtained
a B.Sc. degree from the University of Surrey and M.D. and Ph.D. degrees from Cambridge University.
Dr.
White has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, BMSN has agreed to issue to Dr. White 200,000 of the common shares of BMSN.
David
A. Suhy, PhD
Dr.
Suhy currently serves as Vice President of Research and Development at Tacere Therapeutics, a position he has held since October
2012. From April 2008 to October 2012 Dr. Suhy served as Director of Research and Development at Tacere Therapeutics. Dr. Suhy
was one of the inventors of Tacere Therapeutics’ TT-033 and has directed development of the TT-03x series of compounds which
target the Hepatitis C virus (HCV) through to Investigational New Drug enabling studies.
Dr.
Suhy obtained a Bachelor’s Degree in biochemistry from the University of Pittsburgh in 1990 and a PhD in Biochemistry, Molecular
Biology and Cell Biology from Northwestern University in 1996. Dr. Suhy conducted his post-doctoral work at Stanford University
(Post Doctoral Fellow, Microbiology & Immunology) between 1996 and 1999.
Dr.
Suhy has served on the Advisory Board since September 11, 2013. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, BMSN has agreed to issue to Dr. White 500,000 of the common shares of BMSN.
Dr.
Amit Patel, MD MS
Dr.
Patel currently serves as an associate professor in the Division of Cardiothoracic Surgery at the University of Utah School of
Medicine and Director of Clinical Regenerative Medicine and Tissue Engineering at the University of Utah and and been involved
in over 17 FDA trials in the area of cellular therapy.
Dr.
Patel has served on the Advisory Board since October 12, 2014. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, the Company has issued to Dr. Patel 136,000 common shares of Regen.
Dr.
Boris Minev, MD
Dr.
Minev is Director of Immunotherapy and Translational Oncology at Genelux Corporation studying the phenotype and characterization
of metastasized cancer stem cells in circulation. Dr. Minev previously worked as the Principal Investigator at the Laboratory
of Tumor Immunology and Immunotherapy at the Moores UCSD Cancer Center
Dr.
Minev has served on the Advisory Board since March 17,2015. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, the Company has issued to Dr. Minev 100,000 shares of Regen’s Series A Preferred Stock.
Dr.
Hinrich Gronemeyer
Dr.
Hinrich Gronemeyer is a research director at the Institute of Genetics, Cellular & Molecular Biology (IGBMC) in Strasbourg-Illkirch. Dr.
Gronemeyer is a Research Director (Class 'Exceptional') of the French National Institute of Health and Medical Research (INSERM)
and was Privatdozent at the University Karlsruhe. Hinrich Gronemeyer had extensive collaborations with the pharmaceutical
industry (Bristol Myers Squibb, Roussel-Uclaf, Schering AG, etc.) and has been involved in evaluations and brainstormings of several
major companies. His 189 publications received an average citation of 83.34 and an h-factor of 59.
Lorraine
J. Gudas, PhD
Dr.
Gudas is Chairman and Revlon Pharmaceutical Professor of Pharmacology and Toxicology of the Department of Pharmacology at Weill
Cornell Medical College and is recognized as one of the world experts on nuclear receptors.
Dr.
Gudas is a member of the American Society for Pharmacology and Experimental Therapeutics and a Fellow of the American Association
for the Advancement of Science. She has served a term as an elected member of the Board of Directors of the American Association
of Cancer Research and as chair of the Board of Scientific Counselors of the National Institute of Diabetes and Digestive and
Kidney Disorders as well as the Board of Scientific Counselors of the National Heart, Lung and Blood Institute. She has served
as a member of the external advisory boards of three Cancer Centers: The Vermont Cancer Center, The Lineberger Cancer Center of
U.N.C. Chapel Hill, and the University of Maryland Greenebaum Cancer Center. In 1999 she received the 2nd Annual "Women in
Cancer Research" award from the American Association of Cancer Research. She is on the Editorial Boards of a number of journals,
including Molecular Cancer Therapeutics, Molecular and Cellular Biology, Molecular Cancer Research and the Journal of Biological
Chemistry. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued
to Dr. Gudas 100,000 shares of Regen’s Series A Preferred Stock.
Rohit
Duggal, PhD,
Dr.
Dugal has 17 years of professional experience in the drug discovery field having worked at Pfizer as a leader of the cancer stem
cell group. Dr. Duggal has experience in translating small molecules into clinical candidates, including development of Filibuvir,
for which he was granted thePfizer Achievement Award. At Genelux Corp he established cancer stem cell program which aimed at utilization
of viruses to selectively target cancer initiating cells. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, the Company has issued to Dr. Dugal 100,000 shares of Regen’s Series A Preferred Stock.
Dr.
Jonathan Baell, PhD
Dr.
Baell is a professor or Medicinal Chemist at Monash University (Australia). Dr. Baell is a Larkins Fellow, Co-Director of the
Australian Translational Medicinal Chemistry Facility and an NHMRC Senior Research Fellow, at Monash Institute of Pharmaceutical
Sciences (MIPS).
Dr.
Baell has served on the Advisory Board since August 5, 2015. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, the Company has issued to Dr. Baell 100,000 shares of Regen’s Series A Preferred Stock.
William
S. Blaner, PhD
Dr.
Blaner
Dr.
Professor of Nutritional Sciences at Columbia University where he studies the metabolism and actions of retinoids.
Dr.
Santosh Kesari, MD PhD
Dr.
Kesari is Director of the Neuro-Oncology Program, the Neurotoxicity Treatment Center, and the Translational Neuro-Oncology Laboratories
at Moores Cancer Center and serves as Professor of Neurosciences at the UCSD School of Medicine.As consideration for agreeing
to serve as a member of the Scientific Advisory Board of Regen, the Company has issued 100,000 shares of the Company’s Series
A Preferred Stock to Dr. Kesari.
Louise
Purton, PhD:
Dr.
Purdon is Associate Professor at the St. Vincent's Institute of Medical Research at the University of Melbourne, Co-Head of the
Stem Cell Regulation Unit and Associate Director at the Institute.
Ralph
Nachman, M.D.
Dr.
Nachman, a hematologist, is a member of the Institute of Medicine and is a University Professor and former Chairman of Medicine
at NY Presbyterian/Weill Cornell Medical Center.
Dr.
Nachman has served on the Advisory Board since November 13, 2015. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, the Company has issued to Dr. Nachman 100,000 shares of Regen’s Series A Preferred Stock.
Helen
Sabzevari, Ph.D.
Dr.
Sabzevari previously served as senior vice president and head of immuno-oncology, global research and early development at EMD
Serono,Inc. Dr, Sabzevari is the co-founder of Compass Therapeutics, which is an antibody discovery and development company.
Stefano
Bertuzzi, PhD, MPH
Dr.
Bertuzzi, is currently the Executive Director of the American Society for Cell Biology and has been named Executive Director and
CEO of the American Society for Microbiology, effective January 4, 2016. Before leading the American Society for Cell Biology,
Dr. Bertuzzi was a senior scientific executive at the National Institutes of Health where he served as Director of the Office
of Science Policy, Planning, and Communications, and as a science policy advisor to the NIH Director.
Dr.Bertuzzi
has served on the Advisory Board since October 14, 2015. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, the Company has issued to Dr. Bertuzzi 100,000 shares of Regen’s Series A Preferred Stock.
Sources
and availability of raw materials and the names of principal suppliers
The
supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained
through a wide variety of sources.
Patents,
trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration
Patents:
The
following is a list of patents to which a license has been granted to the Company pursuant to the Benitec Agreement:
Title |
Inventors |
Country |
Number |
GENETIC
CONSTRUCTS FOR DELAYING OR REPRESSING THE EXPRESSION OF A TARGET GENE (‘099”) |
Graham,
Rice, Waterhouse |
US |
6,573,099 |
SYNTHETIC
GENES AND GENETIC CONSTRUCTS COMPRISING THE SAME
(Graham
Family)
|
Waterhouse,
Graham, Wang,
Rice |
US |
8,067,383
(was 10/346,853) |
|
|
US |
11/218,999 |
|
|
US |
7754697 |
|
|
US |
8048670
(was 10/759,841) |
|
|
US |
8053419
(was 10/821,726) |
|
|
US |
90/007,247 |
CONTROL
OF GENE EXPRESSION WO99/49029
|
Graham,
Rice, Waterhouse, Wang |
AU |
743316 |
|
|
AU |
2005211538 |
|
|
AU |
2005209648 |
|
|
AU |
2008249157 |
|
|
BR |
PI9908967.0 |
|
|
BR |
PI9917642.4 |
|
|
CA |
2323726 |
|
|
CN |
200510083325.1 |
|
|
CN |
200910206175 |
|
|
CZ |
295108 |
|
|
EP |
1555317
(formerly patent application no. 04015041.9) |
|
|
EP |
1624060
(formerly patent application no.05013010.3 |
|
|
EP |
07008204.5 |
|
|
EP |
10183258.2 |
|
|
UK |
GB
2353282 |
|
|
HK |
1035742 |
|
|
HG |
PO5000631 |
|
|
HG |
PO101225 |
|
|
IN |
3901/DELNP/2005 |
|
|
IN |
2000/00169/DE |
|
|
JP |
2000-537990 |
|
|
JP |
2005-223953 |
|
|
JP |
2007-302237 |
|
|
JP |
2009-161847 |
|
|
KR |
10-2010-7006892
Divisional
of 7010419/00 |
|
|
MX |
PA/a/2000/008631 |
|
|
MX |
PA/a/2005/006838
|
|
|
NZ |
506648 |
|
|
NZ |
547283 |
|
|
PL |
P-377017 |
|
|
SG |
75542 |
|
|
SG |
200205122.5 |
|
|
SG |
141233 |
|
|
SL |
287538 |
|
|
ZA |
2000/4507 |
|
|
SG |
141233 |
Patent
Name |
Inventors |
Country |
Application/
Grant No |
METHODS
AND MEANS FOR OBTAINING MODIFIED PHENOTYPES |
Waterhouse,
Wang, Graham |
AU |
29514/99
(760041) |
|
|
AU |
2007201023 |
|
|
CA |
2325344 |
|
|
CN |
ZL99805925.0
(CN1202246-C) |
|
|
EP |
99910592.7
(EP1068311) |
|
|
JP |
2000-543598 |
|
|
NZ |
507093 |
|
|
US |
09/287632 |
|
|
US |
11/364183 |
|
|
US |
11/841737
US20080104732. |
Title |
Inventors |
Country |
Number |
GENETIC
SILENCING |
Graham,
Rice, Murphy, Reed |
JP |
2001-569332 |
BR |
PI0109269-3 |
UK |
GB2377221 |
SG |
91678 |
ZA |
2002/07428 |
DOUBLE-STRANDED
NUCLEIC ACID
(LONG
HAIR PIN) |
Graham,
Rice, Roelvink, Suhy, Kolkykhalov, Harrison, Reed. |
AU |
2004243347 |
NZ |
543815 |
EP |
04735856.9 |
CA |
2527907 |
JP |
2006-508084 |
ZA |
2005/09813 |
SG |
200507474-5 |
IL |
172191 |
US |
12/914893
Continuation of 10/861191 |
RNAi
EXPRESSION CONSTRUCTS (single promoter)
|
Roelvink,
Suhy, Kolykhalov, Couto |
US |
7,803,611 |
US |
11/883645 |
CN |
200680010811.3 |
HK |
08112495.7 |
EP |
09015950.0 |
CA |
2596711 |
AU |
2006210443 |
IL |
185315 |
NZ |
560936 |
The
Company has also been assigned the following patents.
METHOD OF CANCER TREATMENT USING SIRNA SILENCING
The present invention is a method for the treatment of cancer involving tumor derived immunosuppression in a subject. The
method comprises administering to a subject one or more siRNA constructs capable of inhibiting the expression of an immunosuppressive
molecule. The invention also provides siRNA constructs and compositions.
MODULATION OF NR2F6 AND METHODS AND USES THEREOF
The application provides methods of modulating NR2F6 in a cell
or animal in need thereof by administering an effective amount of a NR2F6 modulator.
Gene silencing of the brother of the regulator of imprinted sites (BORIS)
Trademarks:
Regen
has been granted a Notice of Allowance from the United States Patent and Trademark Office on the following marks based on intent
to use:
DCELLVAX
for pharmaceutical products for the prevention and treatment of cancer;
HEMAXELLERATE for biological tissue, namely, blood, stem cells, umbilical cords and placentas for scientific and medical research
use.
Royalty
Agreements:
Other
than obligations to make royalty payments pursuant to the Benitec Agreement and Christine Ichim Consulting Agreement
the Company is party to no agreements which would require the Company to pay a royalty or license fee.
Other
than pursuant to that agreement by and between the Company and Zander Therapeutics, Inc. the Company is party to no binding agreement
which would require payments of any royalties or license fees to the Company.
Need
for any government approval of principal products or services, effect of existing or probable governmental regulations on the
business.
The
US Food and Drug Administration (“FDA”) and foreign regulatory authorities will regulate our proposed products as
drugs or biologics, , depending upon such factors as the use to which the product will be put, the chemical composition, and the
interaction of the product on the human body. In the United States, products that are intended to be introduced into the body
will generally be regulated as drugs, while tissues and cells intended for transplant into the human body will be generally be
regulated as biologics.
Our
domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals,
an Investigational New Drug Application (“IND”) must be filed with the FDA to obtain authorization for human testing.
Extensive clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to
demonstrate optimal use, safety, and efficacy of each product in humans.
Phase
I
Phase
1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics of a drug.
These trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The subject who
receives the drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include dose-ranging,
also called dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range of doses
usually are a fraction of the dose that causes harm in animal testing and involve a small group of healthy volunteers. However,
there are some circumstances when real patients are used, such as patients who have end-stage disease and lack other treatment
options.
Phase
II
Phase
II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety assessments in a larger
group of volunteers and patients. Phase II trials are performed on larger groups.
Phase
III
Phase
III trials are aimed at being the definitive assessment of how effective the product is in comparison with current best standard
treatment and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the purposes of
(i) "label expansion" (to show the product works for additional types of patients/diseases beyond the original use for
which the drug was approved for marketing or (ii) to obtain additional safety data, or to support marketing claims for the product.
On
occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance (pharmacovigilance)
and ongoing technical support of a drug after it receives permission to be sold.The safety surveillance is designed to detect
any rare or long-term adverse effects over a much larger patient population and longer time period than was possible during the
Phase I-III clinical trials.
All
phases, must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in
humans. Each clinical study is conducted under the auspices of an independent Institutional Review Board (“IRB”).
The IRB will consider, among other things, ethical factors, the safety of human subjects, and the possible liability of the institution.
The time and expense required to perform this clinical testing can far exceed the time and expense of the research and development
initially required to create the product. No action can be taken to market any therapeutic product in the United States until
an appropriate New Drug Application (“NDA”) or Biologic License Application (“BLA”) or has been approved
by the FDA. FDA regulations also restrict the export of therapeutic products for clinical use prior to NDA or BLA approval.
Even
after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain
approval for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use
of these products during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing
approval, resulting in FDA-ordered product recall, or in FDA-imposed limitations on permissible uses.
The
FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be
produced in compliance with Current Good Manufacturing Practices (“cGMP”) . The FDA also regulates the content of
advertisements used to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy
of a product, or any advantages of a product over another product, must be supported by clinical data filed as part of an NDA
or an amendment to an NDA, and statements regarding the use of a product must be consistent with the FDA approved labeling and
dosage information for that product.
Sales
of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country
to country. Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries
must be obtained prior to the commencement of marketing the product in those countries. The time required to obtain such approval
may be longer or shorter than that required for FDA approval.
Regen
has filed an Investigational New Drug (IND) application with the FDA to initiate clinical trials assessing the company’s
HemaXellerate I drug currently in development in patients with drug-refractory aplastic anemia. Regen has also filed an IND to
initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy
for treating breast cancer. The clinical trials for which the INDs were submitted may not commence until approval to commence
such trials has been granted to Regen by the FDA. On December 10, 2015 the Company was informed by the United States Food and
Drug Administration that Regen has satisfactorily addressed all clinical hold issues related to Regen’s Investigational
New Drug Application for HemaXellerate and may initiate a Phase I clinical trial assessing HemaXellerate I in patients with drug-refractory
aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered
autologous stromal vascular fraction (SVF) cells in patients with severe, immune suppressive refractory aplastic anemia with the
primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response,
partial response or relapse.
Amount
spent during the last fiscal year on research and development activities
During
the fiscal year ended September 30, 2015 we expended $282,295 on research and development activities.
Costs
and effects of compliance with environmental laws (federal, state and local)
Regen
has not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to incur
any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.
Number
of total employees and number of full-time employees
As
of December 29, 2014, Regen has 4 employees of which 4 are full time.
Item
2. Properties
On
October 1, 2014 the Company entered into an agreement to sublease approximately 2,320 square feet of office space from
Entest Biomedical, Inc. Entest Biomedical Inc. is under common control with the Company as the Chairman and CEO of the Company
also serves as the Chairman and CEO of Entest Biomedical, Inc. the sublease was on a month to month basis and rent payable to
Entest Biomedical Inc by the Company was equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in
at such time specified in accordance with the original lease agreement between Entest Biomedical Inc and the lessor. On January
20, 2015 the sublease was amended retroactive to January 1, 2015 as follows:
The
rent payable to Entest BioMedical, Inc. by the subtenant is equal to Five Thousand Dollars per month ($5,000) and is to be paid
in at such time specified in accordance with the original lease agreement between the Entest BioMedical, Inc. (“Entest”)
and the lessor. All charges for utilities connected with premises which are to be paid under the master lease shall be paid by
Regen Biopharma, Inc. for the term of this sublease to the extent that such charges exceed the difference between the rent payable
to the lessor by Entest under the master lease and the rent payable to Entest by Regen Biopharma, Inc.
This
property is utilized as office space. The property is utilized as office space. We believe that the foregoing properties are adequate
to meet our current needs for office space.
Item
3. Legal Proceedings
There
are no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the
subject.
Item
4. Submission of Matters to a Vote of Security Holders
No
matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through
the solicitation of proxies or otherwise.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The
Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny
stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt
from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity
in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company
is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.
The
Company’s authorized capital stock consists of the following:
Common
stock, $ 0.0001 par value; 500,000,000 shares authorized: 124,287,272 shares issued and outstanding as of December 29, 2015.
With
respect to each matter submitted to a vote of stockholders of the Company, each holder of Common Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the Common Stock shall receive,
out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Company.
Preferred
Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares
issued and outstanding as of December 29, 2015 and 300,000,000 is designated Series A Preferred Stock of which 80,248,364 shares
are outstanding as of December 29 , 2015.
The
abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time
without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law
to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited,
multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion
rights and other special or relative rights of any series of the Stock that may be desired.
Series
AA Preferred Stock
On
September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada
Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated
and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The
Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times
ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Series
A Preferred Stock
On
January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known
as "Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock").
The
Board of Directors of the Company have authorized 90,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times
one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series
A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Holders
of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company
(the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the
event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders
of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock
shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form
of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder
would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends
to be payable on the same payment date as the payment date for the Common Stock.
Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock,
the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are
capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”)
plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.
If,
upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and
unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed
among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively
entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the
Board), or both, at the election of the Board.
Our
common stock is traded on the OTC Bulletin Board as well as the OTC Pink Tier of OTC Markets under the symbol "RGBP”.
Prior to September 3, 2014 our common stock was not eligible for trading or quotation on any market or stock exchange. Below is
the range of high and low bid information for our common equity for each quarter within the last two fiscal years. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
September
3, 2013 to September 30, 2014 | |
HIGH | |
LOW |
Fourth Quarter | |
$ | 1.00 | | |
$ | 0.01 | |
| |
| | | |
| | |
| |
| | | |
| | |
October
1, 2014 to September 30, 2015 | |
| HIGH | | |
LOW |
First Quarter | |
$ | .2798 | | |
$ | .10003 | |
Second Quarter | |
$ | .448 | | |
$ | .081 | |
Third Quarter | |
$ | .37 | | |
$ | .1011 | |
Fourth Quarter | |
$ | .26 | | |
$ | .1002 | |
Holders
As
of September 30, 2015 there were approximately 460 holders of our Common Stock.
Dividends
No
cash dividends were paid during the fiscal year ending September 30, 2015. We do not expect to declare cash dividends in the immediate
future.
On
March 11, 2015 stock dividend of 10,395,217 Series A Preferred shares was paid to the Company’s common shareholders of record
as of March 10, 2015. Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen Biopharma,
Inc. common Stock owned as of the Record Date.
Recent
Sales of Unregistered Securities
Common
Shares
On
October 30, 2014 the Company issued 136,000 common shares (“Shares”) to a member of the Company’s Scientific
Advisory Board as consideration for services
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
February 13, 2015 the Company issued 9,000,000 of its Common Shares (“Shares”) to David R. Koos, the Company’s
Chairman and Chief Executive Officer, as a Restricted stock Award.
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
February 13, 2015 the Company issued 7,500,000 of its Common Shares (“Shares”) to Todd Caven, the Company’s
Chief Financial Officer, as a Restricted stock Award.
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
February 13, 2015 the Company issued 6,000,000 of its Common Shares (“Shares”) to Thomas Ichim, the Company’s
Chief Scientific Officer and a member of the Board of Directors, as a Restricted stock Award.
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 19,932,520 Common Shares (“Shares”) were issued in satisfaction of $557,686 of convertible indebtedness
and $890 of accrued interest on Convertible Notes.
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 the Company issued 500,000 of its Common Shares (“Shares”) with a fair value of $140,000 as consideration
for consulting 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 6, 2015 the Company issued 227,632 of its Common Shares (“Shares”) with a fair value of $ 63,737 to the Company’s
Chief Financial Officer as consideration for consulting services rendered prior to his employment with 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.
Between
March 9, 2015 and March 26, 2015 11,606,742 Common Shares (“Shares”) were issued in satisfaction of $325,000 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
April 14, 2015 the Company issued 1,428, 571 of its common shares (“Shares”) in satisfaction of $40,000 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
May 12, 2015 the Company issued 500,000 of its common shares (“Shares”) in satisfaction of $15,000 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.
On
May 18, 2015 the Company issued 500,000 of its common shares (“Shares”) in satisfaction of $15,000 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.
On
May 19, 2015 the Company issued 1,785,714 of its common shares (“Shares”) 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
July 1, 2015 the company issued 206,121 common shares ( “Shares”) to a consultant for services.
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
August 17, 2015 the Company issued 149,954 common shares (“Shares”) to Benitec Australia Limited pursuant to the Company’s
License Agreement with Benitec Australia Limited.
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
September 18, 2015 the Company issued 666,666 common shares (“Shares”) to an individual investor for consideration
of $33,333,
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. Cash proceeds received from the investor will be utilized by Regen for general corporate purposes
On
October 28, 2015 Regen issued 3,333,334 of its common shares (“Shares”) for cash consideration of $166,666.
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. The proceeds were utilized for general corporate
On
November 20, 2015 Regen issued 2,200,000 of its common shares (“Shares”) for cash consideration of $55,000.
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. The proceeds were utilized for general corporate purposes
On
December 29, 2015 Regen issued 4,000,000 of its common shares ( Shares”) for cash consideration of $100,000
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. The proceeds were utilized for general corporate purposes
Series
A Preferred Stock
On
March 17, 2015 the Company issued 26,181,719 shares of its Series A Preferred Stock (“Shares”) in accordance with
the terms and conditions of convertible notes issued.
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 the Company issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to David R. Koos, the
Company’s Chairman and Chief Executive Officer, as a Restricted Stock Award
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 the Company issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to Todd Caven, the Company’s
Chief Financial Officer, as a Restricted Stock Award
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 the Company issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to Thomas Ichim, the
Company’s Chief Scientific Officer, as a Restricted Stock Award
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 the Company issued 1,000,000 shares of its Series A Preferred Stock (“Shares”) to Thomas Ichim, the
Company’s Chief Scientific Officer, as partial consideration for the sale to the company by Ichim of all 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.
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 the Company issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to an employee as a
Restricted Stock Award.
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 the Company issued 4,200,000 shares of its Series A Preferred Stock (“Shares”) to consultants for services.
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
April 14, 2015 the Company issued 1,428,571 shares of its Series A Preferred Stock (“Shares”) in accordance with the
terms and conditions of a convertible note.
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
May 19, 2015 the Company issued 200,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for
services rendered by nonemployees.
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
May 19, 2015 the Company issued 1,785,714 of its shares of Series A Preferred Stock (“Shares”) in accordance with
the terms and conditions of a $50,000 face value convertible note issued by 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
August 19, 2015 Regen issued 100,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for nonemployee
services.
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
September 18, 2015 Regen issued 333,333 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $16,667.
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. The proceeds were utilized for general corporate purposes.
On
October 28, 2015 Regen issued 1,666,667 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $83,333.
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. The proceeds were utilized for general corporate purposes.
On
October 28, 2015 Regen issued 11,000,000 of its shares of Series A Preferred Stock (“Shares”) to Dr. Harry Lander,
Regen’s President, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander
and Regen dated October 9, 2015.
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
November 20, 2015 Regen issued 400,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for nonemployee
services.
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
November 20, 2015 Regen issued 2,200,000 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $55,000.
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. The proceeds were utilized for general corporate purposes.
On
December 29, 2015 Regen issued 4,000,000 of its Series A Preferred Stock ( Shares”) for cash consideration of $100,000
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. The proceeds were utilized for general corporate purposes
Series
AA Preferred Stock
On
February 13, 2015 the Company issued 10,000 shares of its Series AA Preferred Stock (“Shares”) to Bio Matrix Scientific
Group, Inc. (“BMSN”) in satisfaction of $2,000 of indebtedness owed by the company to BMSN.
On
March 23, 2015 the Company issued 20,000 shares of its Series AA Preferred Stock (“Shares”) to Bio Matrix Scientific
Group, Inc. (“BMSN”) in satisfaction of $4,000 of indebtedness owed by the company to BMSN.
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.
CONVERTIBLE
NOTES:
During
the quarter ended March 31, 2015 the Company issued Convertible Notes ( “Notes”) with an aggregate face value of $882,686
. Consideration for these Notes consisted of:
(a)
$775,000 cash and
(b)
Satisfaction of $107,686 of existing indebtedness:
Each
Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date 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.
All
Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible
Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of the Company’s Series A Preferred shares were
issued to Noteholders pursuant to the terms and conditions of the Notes
The
Notes 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 Notes were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Notes. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Notes. A legend was placed on the Notes stating that the Notes have not been registered
under the Act and setting forth or referring to the restrictions on transferability and sale of the Notes.
Cash
proceeds received from all the aforementioned Notes will be utilized by Regen for general corporate purposes.
On
April 6, 2015 Regen issued a $40,000 face value Convertible Promissory Note ( “Note”) to joint individual investors
(“Lender”) for consideration of $40,000. 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 the lower of (1) 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.
Or
(2)
$0.03 per share
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 the Note. 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. Cash proceeds received from the
Note will be utilized by Regen for general corporate purposes. On April 14, 2015 1,428,571 Common Shares of Regen were issued
in satisfaction of the abovementioned convertible note. On April 14, 2015 the Company issued 1,428,571 shares of its Series A
Preferred Stock in accordance with the terms and conditions of abovementioned convertible note.
On
May 18, 2015 Regen issued a $50,000 face value Convertible Promissory Note ( “Note”) to an individual investor (“Lender”)
for consideration of $50,000. The Note becomes due and payable at the demand of the Lender at any time after May 7, 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 the lower of (1) 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.
Or
(2)
$0.03 per share
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 the Note. 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. Cash proceeds received from the
Note will be utilized by Regen for general corporate purposes. On May 19, 2015 1,785,714 Common Shares of Regen were issued in
satisfaction of the abovementioned convertible note. On May 19, 2015 the Company issued 1,785,714 shares of its Series A Preferred
Stock in accordance with the terms and conditions of abovementioned convertible note.
Item
6. Selected Financial Data
As
we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information
required by this Item.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
As
of September 30, 2014, we had Cash in the amount of $0 and as of September 30, 2015 we had Cash in the amount of $38,620.
The
increase in Cash is attributable to:
Net
Cash Borrowings of $138,583 during the twelve months ended September 30, 2015.
$775,000
paid to the Company as a result of issuance of convertible notes during the six months ended March 31, 2015
$90,000
paid to the Company as a result of issuance of convertible notes during the three months ended June 30, 2015
Offset
by expenses incurred by the Company in the operation of its business and payment of its obligations, rental payments paid to Entest
Biomedical, Inc. by the Company and $1,629 loaned to Entest Biomedical, Inc. by the Company during the twelve months ended September
30, 2015.
As
of September 30, 2014, we had Prepaid Expenses in the amount of $0 and as of September 30, 2015 we had Prepaid Expenses in the
amount of $10,000.
The
increase in Prepaid Expenses is attributable to $10,000 of salary prepaid to Thomas Ichim, the Company’s then Chief Scientific
Officer.
As
of September 30, 2014 we had Notes Receivable of $10,422 and as of September 30, 2015 we had notes Receivable of $12,051.
The
increase in Notes Receivable of 16% is attributable to $1,629 loaned to Entest Biomedical, Inc during the year ended September
30, 2015
As
of September 30, 2014 we had Accrued Interest Receivable of $233 and as of September 30, 2015 we had Accrued Interest Receivable
of $1,381.
The
increase in Accrued Interest Receivable of 492% is attributable to interest accrued but not yet paid on funds loaned to Entest
Biomedical, Inc. by the Company.
As
of September 30, 2014 we had Available for Sale Securities of $0 and as of September 30, 2015 we had Available for Sale Securities
of $158,400.
The
increase in Available for Sale Securities is attributable to 8,000,000 of the common shares of Entest Biomedical, Inc. issued
on behalf of Zander Therapeutics, Inc. (“Zander”) in satisfaction of one hundred thousand US dollars ($100,000) to
be paid to the Company by Zander as a license initiation fee pursuant to an agreement by and between Zander and the Company.
As
of September 30, 2014 we had Bank Overdraft of $6,137 and as of September 30, 2015 we had Bank Overdraft of $0.
The
decrease in Bank Overdraft is attributable to loans made to the Company during the quarter ended December 31, 2014.
As
of September 30, 2014 we had Accounts Payable of $3,305 and as of September 30, 2015 we had Accounts Payable of $25,854.
The
increase in Accounts Payable of approximately 683% is attributable to increases in outstanding obligations of the Company incurred
in the course of business.
As
of September 30, 2014 we had Notes Payable of $120,169 and as of September 30, 2015 we had Notes Payable of $222,751
The
increase in Notes Payable of approximately 85% is attributable to:
| (a) | $25,650
loaned to Regen by Regen’s Chief Executive Officer during the twelve months ended
September 30, 2015 |
| (b) | $283,000
loaned to Regen by third party lenders during the twelve months ended September 30, 2015 |
| (c) | $8,500
loaned to the Company by Bio Matrix Scientific Group, Inc.( a company under common control
with the Company) during the twelve months ended September 30, 2015 |
Offset
by:
| (d) | $72,799
in principal repayments of amounts owed to Bio Matrix Scientific Group, Inc.( a company
under common control with the Company) during the twelve months ended September 30, 2015 |
| (a) | $6,000
of principal indebtedness to Bio Matrix Scientific Group, Inc.( a company under common
control with the Company) satisfied through the issuance of equity securities of the
Company |
| (b) | $55,768
of principal indebtedness owed to the Company’s Chief Executive Officer reclassified
as Convertible Notes Payable. |
| (c) | $50,000
of third party principal indebtedness reclassified as Convertible Notes Payable. |
| (d) | $30,000
of third party principal indebtedness satisfied through the issuance of equity securities
of the Company |
As
of September 30, 2014 we had Accrued Payroll Taxes of $8,463 and as of September 30, 2015 we had Accrued Payroll Taxes of $1,940.
The
decrease in Accrued Payroll Taxes of approximately 77% is attributable to payment by the Company of employer tax obligations incurred
but unpaid.
As
of September 30, 2014 we had Accrued Interest of $2,212 and as of September 20, 2015 we had Accrued Interest of $21,093.
The
increase in Accrued Interest of approximately 853% is attributable to interest accrued but unpaid on Notes Payable.
As
of September 30, 2105 we had Accrued Rent of $10,000 and as of September 30, 2014 we had Accrued Rent of $0.
The
increase in Accrued Rent is attributable to rental expense incurred but not paid for the months of August 2015 and September 2015.
As
of September 30, 2015 we had Accrued Payroll of $36,001 and as of September 30, 2014 we had Accrued Payroll of $0.
The
increase in Accrued Payroll is attributable to:
$15,000
of Salary Accrued but unpaid owed to Regen’s Chief Executive Officer
$20,050
of Salary Accrued but unpaid owed to Regen’s Chief Financial Officer
$751
of Salary Accrued but unpaid owed to a non-executive employee.
Material
Changes in Results of Operations
Revenues
from continuing operations were $192,000 for the fiscal year ended September 30, 2015 and $0 for the fiscal year ended September
30, 2014. Net losses were$11,195,147 for the fiscal year ended September 30, 2015 and $756,353 for the same year ended 2014.
The
increase in Net Losses of 1,380 % is primarily attributable to $9,191,857 of expenses recognized during the twelve months ended
September 30, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of indebtedness, the
recognition of $58,000 of Rental Expenses, and increases in Research and Development Related expenses, General and Administrative
Expenses, and Interest Expense offset by the recognition of Revenue in the amount of $192,000 and Interest Income in the amount
of $1,148.
As
of September 30, 2015 we had $38,620 cash on hand and current liabilities of $317,639 such liabilities consisting of Accounts
Payable, Notes Payable, and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve
months and shall be required to seek additional financing.
The
Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities
for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise.
There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no
assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts.
As of February 19, 2014 The Company has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34)
grant which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for
Small Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of
the National Institute of Health as grants for which the Company intends to apply.
We
cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not
received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain
the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to
assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that
may be reasonable in light of our current circumstances. During the nine months ended June 30, 2015 the Company raised $865,000
through the issuance of convertible debt. All principal convertible debt issued by the Company has been converted into equity
as of June 30, 2015. During the three months ended September 30, 2015 the Company raised $50,000 through the issuance of equity
securities.
As
of December 29, 2015 we are not party to any binding agreements which would commit Regen to any material capital expenditures.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
As
we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required
by this Item.
Item
8. Financial Statements and Supplementary Data
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Regen
BioPharma, Inc.
We
have audited the accompanying balance sheets of Regen BioPharma, Inc. as of September 30, 2014 and 2015, and the related statements
of operations, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year
period ended September 30, 2015. Regen BioPharma, Inc.’s management is responsible for these financial statements. Our responsibility
is to express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regen
BioPharma, Inc. as of September 30, 2014 and 2015, and the results of its operations and cash flows for each of the years in the
two-year period ended September 30, 2015 in conformity with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company has negative working capital at September 30, 2015, has incurred recurring
losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt
about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note
3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/
Seale and Beers, CPAs
Seale
and Beers, CPAs
Las
Vegas, Nevada
January
4, 2016
REGEN BIOPHARMA , INC. | |
|
|
BALANCE SHEET | |
|
|
| |
| |
|
| |
As of | |
As of |
| |
September
30, 2015 | |
September
30, 2014 |
| |
| |
|
ASSETS | |
| |
|
CURRENT ASSETS | |
| | | |
| | |
Cash | |
$ | 38,620 | | |
$ | 0 | |
Note
Recievable | |
| 12,051 | | |
| 10,422 | |
Prepaid
Expenses | |
| 10,000 | | |
| 0 | |
Accrued
Interest Receivable | |
| 1,381 | | |
| 233 | |
Total
Current Assets | |
| 62,052 | | |
| 10,655 | |
| |
| | | |
| | |
OTHER ASSETS | |
| | | |
| | |
Available
for Sale Securities | |
| 158,400 | | |
| 0 | |
Total
Other Assets | |
| 158,400 | | |
| 0 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 220,452 | | |
$ | 10,655 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
Current
Liabilities: | |
| | | |
| | |
Bank
Overdraft | |
| 0 | | |
| 6,137 | |
Accounts
payable | |
| 25,854 | | |
| 3,305 | |
Notes
Payable | |
| 222,751 | | |
| 120,169 | |
Accrued
payroll taxes | |
| 1,940 | | |
| 8,463 | |
Accrued
Interest | |
| 21,093 | | |
| 2,212 | |
Accrued
Rent | |
| 10,000 | | |
| 0 | |
Accrued
Payroll | |
| 36,001 | | |
| 0 | |
Total
Current Liabilities | |
| 317,639 | | |
| 140,286 | |
Total
Liabilities | |
$ | 317,639 | | |
$ | 140,286 | |
| |
| | | |
| | |
STOCKHOLDERS' EQUITY
(DEFICIT) | |
| | | |
| | |
Common
Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938
issued and outstanding as of September
30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 | |
| 11,474 | | |
| 5,191 | |
Preferred
Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September
30, 2015 and September 30, 2014 respectively | |
| | | |
| | |
Series
A Preferred 90,000,000 Authorized and 0 authorized, 60,981,697
and 0 outstanding as of September 30, 2105 and September 30, 2014 respectively | |
| 6,098 | | |
| 0 | |
Series
AA Preferred ($0.0001 par value) 600,000 authorized and 30, 000 and 0 outstanding as of
September 30, 2015 and
September 30, 2014 respectively | |
| 3 | | |
| 0 | |
Additional
Paid in capital | |
| 11,663,905 | | |
| 485,097 | |
Contributed
Capital | |
| 728,658 | | |
| 658,658 | |
Retained
Earnings (Deficit) accumulated during the development stage | |
| (12,473,725 | ) | |
| (1,278,577 | ) |
Accumulated
Other Comprehensive Income | |
| (33,600 | ) | |
| 0 | |
Total
Stockholders' Equity (Deficit) | |
$ | (97,187 | ) | |
$ | (129,631 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT) | |
$ | 220,452 | | |
$ | 10,655 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
REGEN BIOPHARMA , INC. | |
|
|
STATEMENT OF OPERATIONS | |
|
|
| |
| |
|
| |
| Year
Ended | | |
| Year
Ended | |
| |
| September
30, 2015 | | |
| September
30, 2014 | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
REVENUES | |
$ | 192,000 | | |
$ | 0 | |
| |
| | | |
| | |
COST AND EXPENSES | |
| | | |
| | |
Research
and Development | |
| 282,295 | | |
| 23,867 | |
General
and Administrative | |
| 1,314,208 | | |
| 523,906 | |
Consulting
and Professional Fees | |
| 516,701 | | |
| 158,581 | |
Rent | |
| 58,071 | | |
| 0 | |
Total
Costs and Expenses | |
$ | 2,171,276 | | |
$ | 706,354 | |
| |
| | | |
| | |
OPERATING LOSS | |
| (1,979,276 | ) | |
| (706,354 | ) |
| |
| | | |
| | |
OTHER INCOME &
(EXPENSES) | |
| | | |
| | |
Interest
Income | |
| 1,148 | | |
| 233 | |
Refunds
of amounts previously paid | |
| 0 | | |
| 490 | |
Interest
Expense | |
| (21,688 | ) | |
| (2,212 | ) |
Capital
contribution to parent | |
| | | |
| (48,510 | ) |
Loss
on issuance of common shares for less than fair value | |
| (9,191,857 | ) | |
| 0 | |
Preferred
shares issued pursuant contractual obligations | |
| (3,475 | ) | |
| 0 | |
| |
| | | |
| | |
TOTAL OTHER INCOME
(EXPENSE) | |
$ | (9,215,872 | ) | |
$ | (49,999 | ) |
| |
| | | |
| | |
NET INCOME (LOSS) | |
| (11,195,147 | ) | |
| (756,353 | ) |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER
SHARE | |
| (0.1270 | ) | |
| (0.0146 | ) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | |
| 88,185,098 | | |
| 51,731,057 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
REGEN BIOPHARMA , INC. | |
|
|
STATEMENT OF COMPREHENSIVE INCOME | |
|
|
| |
| |
|
| |
| Year
Ended | | |
| Year
Ended | |
| |
| September
30, 2015 | | |
| September
30, 2014 | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
Net Income (Loss) | |
| (11,195,147 | ) | |
| (756,353 | ) |
Add: | |
| | | |
| | |
Unrealized
Gains on Securities | |
| 0 | | |
| 0 | |
Less: | |
| | | |
| | |
Unrealized
Losses on Securities | |
| (33,600 | ) | |
| 0 | |
Total
Other Comprehensive Income (Loss) | |
| (33,600 | ) | |
| 0 | |
Comprehensive
Income | |
| (11,228,747 | ) | |
| (756,353 | ) |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
REGEN
BIOPHARMA , INC. | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Statement
of shareholder's equity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
For
the years ended September 30, 2015 and 2014 | |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| Series
A Preferred | | |
| Series
AA Preferred | | |
| Common | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Additional
Paid-In Capital | | |
| Retained
Earnings | | |
| Contributed
Capital | | |
| Accumulated
Other Comprehensive Income (Loss) | | |
| Total | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance
September 30, 2013 | |
| | | |
| | | |
| | | |
| | | |
| 51,610,000 | | |
| 5,161 | | |
| 185,127 | | |
| (522,224 | ) | |
| 447,858 | | |
| | | |
| 115,922 | |
Common
Stock issued for Cash at $1.00 per share issued October 14, 2013 | |
| | | |
| | | |
| | | |
| | | |
| 100000 | | |
| 10 | | |
| 99990 | | |
| | | |
| | | |
| | | |
| 100000 | |
Common
Stock issued for Cash at $1.00 per share issued November 15, 2013 | |
| | | |
| | | |
| | | |
| | | |
| 100000 | | |
| 10 | | |
| 99990 | | |
| | | |
| | | |
| | | |
| 100000 | |
Common
Stock issued for Cash at $1.00 per share issued December 12, 2013 | |
| | | |
| | | |
| | | |
| | | |
| 100000 | | |
| 10 | | |
| 99990 | | |
| | | |
| | | |
| | | |
| 100000 | |
Contributed Capital
October 1, 2013 to December 31 2013 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 45000 | | |
| | | |
| 45000 | |
Net Loss October
1, 2013 to December 31, 2103 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (209,529 | ) | |
| | | |
| | | |
| (209,529 | ) |
Balance
December 31, 2013 | |
| | | |
| | | |
| | | |
| | | |
| 51,910,000 | | |
| 5,191 | | |
| 485,097 | | |
| (731,753 | ) | |
| 492,858 | | |
| | | |
| 251,393 | |
Contributed Capital
January 1, 2014 to March 31 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 50000 | | |
| | | |
| 50000 | |
Net Loss January
1, 2014 to March 31 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (186,201 | ) | |
| | | |
| | | |
| (186,201 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance
March 31, 2014 | |
| | | |
| | | |
| | | |
| | | |
| 51,910,000 | | |
| 5,191 | | |
| 485,097 | | |
| (917,954 | ) | |
| 542,858 | | |
| | | |
| 115,192 | |
Common Stock cancelled
June 26, 2014 | |
| | | |
| | | |
| | | |
| | | |
| (2,083 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Contributed Capital
April 1, 2014 to June 30, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 45000 | | |
| | | |
| 45000 | |
Net Loss April 1,
2014 to June 30, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (166,021 | ) | |
| | | |
| | | |
| (166,021 | ) |
Balance
June 30 , 2014 | |
| | | |
| | | |
| | | |
| | | |
| 51,907,917 | | |
| 5,191 | | |
| 485,097 | | |
| (1,083,975 | ) | |
| 587,858 | | |
| | | |
| (5,829 | ) |
Contributed Capital
July 1, 2014 to September 30, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 70,800 | | |
| | | |
| 70,800 | |
Net Loss July 1,
2014 to September 30, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (194,602 | ) | |
| | | |
| | | |
| (194,602 | ) |
Balance
September 30, 2014 | |
| | | |
| | | |
| | | |
| | | |
| 51,907,917 | | |
| 5,191 | | |
| 485,097 | | |
| (1,278,577 | ) | |
| 658,658 | | |
| | | |
| (129,631 | ) |
Common
Stock issued to Consultant 10/30/2014 | |
| | | |
| | | |
| | | |
| | | |
| 136,000 | | |
| 14 | | |
| 22,426 | | |
| | | |
| | | |
| | | |
| 22,440 | |
Contributed Capital
October 1, 2014 to December 31, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 65,000 | | |
| | | |
| 65,000 | |
Net Loss October
1, 2014 to December 31, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (219,191 | ) | |
| | | |
| | | |
| (219,191 | ) |
Balance December
31, 2014 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 52,043,917 | | |
| 5,205 | | |
| 507,523 | | |
| (1,497,768 | ) | |
| 723,658 | | |
| | | |
| (261,382 | ) |
Restricted
Stock award issued to Employee 2/13/2015 | |
| | | |
| | | |
| | | |
| | | |
| 9,000,000 | | |
| 900 | | |
| (900 | ) | |
| | | |
| | | |
| | | |
| 0 | |
Restricted
Stock award issued to Employee 2/13/2015 | |
| | | |
| | | |
| | | |
| | | |
| 7,500,000 | | |
| 750 | | |
| (750 | ) | |
| | | |
| | | |
| | | |
| 0 | |
Restricted
Stock award issued to Employee 2/13/2015 | |
| | | |
| | | |
| | | |
| | | |
| 6,000,000 | | |
| 600 | | |
| (600 | ) | |
| | | |
| | | |
| | | |
| 0 | |
Restricted
Stock award issued to Employee 2/13/2015 | |
| | | |
| | | |
| | | |
| | | |
| 2,500,000 | | |
| 250 | | |
| (250 | ) | |
| | | |
| | | |
| | | |
| 0 | |
Preferred
Stock issued for Debt | |
| | | |
| | | |
| 10,000 | | |
| 1 | | |
| | | |
| | | |
| 1,999 | | |
| | | |
| | | |
| | | |
| 2,000 | |
Common
Shares issued for services 3/6/2015 | |
| | | |
| | | |
| | | |
| | | |
| 500,000 | | |
| 50 | | |
| 139,950 | | |
| | | |
| | | |
| | | |
| 140,000 | |
Common
Shares issued for services 3/6/2015 | |
| | | |
| | | |
| | | |
| | | |
| 227,632 | | |
| 23 | | |
| 63,716 | | |
| | | |
| | | |
| | | |
| 63,739 | |
Common Shares issued
for debt March 6, 2015 | |
| | | |
| | | |
| | | |
| | | |
| 19,932,520 | | |
| 1,993 | | |
| 556,582 | | |
| | | |
| | | |
| | | |
| 558,575 | |
Common Shares issued
for debt March 9, 2015 | |
| | | |
| | | |
| | | |
| | | |
| 6,249,599 | | |
| 625 | | |
| 174,375 | | |
| | | |
| | | |
| | | |
| 175,000 | |
Preferred
Stock issued as dividend 3/11/2015 | |
| 10,395,217 | | |
| 1,040 | | |
| | | |
| | | |
| | | |
| | | |
| (1,040 | ) | |
| | | |
| | | |
| | | |
| 0 | |
Common
Shares issued for debt March 17,2015 | |
| | | |
| | | |
| | | |
| | | |
| 1,785,714 | | |
| 179 | | |
| 49,821 | | |
| | | |
| | | |
| | | |
| 50,000 | |
Common
Shares issued for debt March 26,2015 | |
| | | |
| | | |
| | | |
| | | |
| 3,571,429 | | |
| 357 | | |
| 99,643 | | |
| | | |
| | | |
| | | |
| 100,000 | |
Restricted
Stock award issued to Employees 3/17/2015 | |
| 10,000,000 | | |
| 1,000 | | |
| | | |
| | | |
| | | |
| | | |
| (1,000 | ) | |
| | | |
| | | |
| | | |
| 0 | |
Preferred
Shares issued for Purchase of Patent | |
| 1,000,000 | | |
| 100 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100 | |
Preferred
Shares issued pursuant to contractual obligations 3/17/2015 | |
| 31,538,862 | | |
| 3,154 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,154 | |
Preferred
Shares issued for Debt | |
| | | |
| | | |
| 20,000 | | |
| 2 | | |
| | | |
| | | |
| 3,998 | | |
| | | |
| | | |
| | | |
| 4,000 | |
Preferred
Shares issued to Consultants for Services 3/26/2015 | |
| 4,200,000 | | |
| 420 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 420 | |
Loss
on Issuance of Securities for Less than fair value recognized during quarter | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,179,432 | | |
| | | |
| | | |
| | | |
| 8,179,432 | |
Restricted
Stock Award compensation expense recognized during Quarter ended march 31, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 132,603 | | |
| | | |
| | | |
| | | |
| 132,603 | |
Contributed Capital
January 1, 2015 to March 31, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 20,000 | | |
| | | |
| 20,000 | |
Net
Loss for the quarter ended March 31, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (8,812,902 | ) | |
| | | |
| | | |
| (8,812,902 | ) |
Balance March 31,
2015 | |
| 57,134,079 | | |
| 5,714 | | |
| 30,000 | | |
| 3 | | |
| 109,310,811 | | |
| 10,932 | | |
| 9,905,102 | | |
| (10,310,670 | ) | |
| 743,658 | | |
| | | |
| 354,739 | |
common
Shares issued for debt 4/14/2015 | |
| | | |
| | | |
| | | |
| | | |
| 1,428,571 | | |
| 143 | | |
| 39,857 | | |
| | | |
| | | |
| | | |
| 40,000 | |
Preferred
Shares issued pursuant to contractual obligations 4/14/2015 | |
| 1,428,571 | | |
| 143 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 143 | |
Common
Shares issued for Debt 5/12/2014 | |
| | | |
| | | |
| | | |
| | | |
| 500,000 | | |
| 50 | | |
| 14,950 | | |
| | | |
| | | |
| | | |
| 15,000 | |
Common
Shares issued for Debt 5/18/2014 | |
| | | |
| | | |
| | | |
| | | |
| 500,000 | | |
| 50 | | |
| 14,951 | | |
| | | |
| | | |
| | | |
| 15,000 | |
Preferred
Shares issued to Consultants for Services 5/19/2015 | |
| 200,000 | | |
| 20 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 20 | |
Common
Shares issued for Debt 5/19/2015 | |
| | | |
| | | |
| | | |
| | | |
| 1,785,714 | | |
| 178 | | |
| 49,822 | | |
| | | |
| | | |
| | | |
| 50,000 | |
Preferred
Shares issued pursuant to contractual Obligations 5/19/2015 | |
| 1,785,714 | | |
| 178 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 178 | |
Loss
on Issuance of Securities for Less than fair value recognized during quarter | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 937,425 | | |
| | | |
| | | |
| | | |
| 937,425 | |
Restricted
Stock Award compensation expense recognized during Quarter ended June 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 247,588 | | |
| | | |
| | | |
| | | |
| 247,588 | |
Contributed Capital
April 1, 2015 to June 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (15,000 | ) | |
| | | |
| (15,000 | ) |
Net
Loss for the quarter ended June 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,562,371 | ) | |
| | | |
| | | |
| (1,562,371 | ) |
Balance
June 30, 2015 | |
| 60,548,364 | | |
| 6,055 | | |
| 30,000 | | |
| 3 | | |
| 113,525,096 | | |
| 11,353 | | |
| 11,209,694 | | |
| (11,873,041 | ) | |
| 728,658 | | |
| | | |
| 82,722 | |
Common
Shares issued for services to Consultant 7/01/2015 | |
| | | |
| | | |
| | | |
| | | |
| 412,242 | | |
| 41 | | |
| 61,795 | | |
| | | |
| | | |
| | | |
| 61,836 | |
Common
Shares issued for services to Consultant 8/17/2015 | |
| | | |
| | | |
| | | |
| | | |
| 149,934 | | |
| 14 | | |
| 19,927 | | |
| | | |
| | | |
| | | |
| 19,941 | |
Preferred
Shares issued for services to Consultant 8/19/2015 | |
| 100,000 | | |
| 10 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 10 | |
Common
Shares issued for Cash at $0.05 per share issued 9/18/2015 | |
| | | |
| | | |
| | | |
| | | |
| 666,666 | | |
| 66 | | |
| 33,267 | | |
| | | |
| | | |
| | | |
| 33,333 | |
Preferred
Shares issued for Cash at $0.05 per share issued 9/18/2015 | |
| 333,333 | | |
| 33 | | |
| | | |
| | | |
| | | |
| | | |
| 16,634 | | |
| | | |
| | | |
| | | |
| 16,667 | |
Loss
on Issuance of Securities for Less than fair value recognized during quarter | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 75,000 | | |
| | | |
| | | |
| | | |
| 75,000 | |
Restricted
Stock Award compensation expense recognized during Quarter ended September 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 247,588 | | |
| | | |
| | | |
| | | |
| 247,588 | |
Unrealized
Loss on Securities Available for Sale recognized during Quarter ended September 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (33,600 | ) | |
| (33,600 | ) |
Net
Loss for the quarter ended September 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (600,684 | ) | |
| | | |
| | | |
| (600,684 | ) |
Balance
September 30, 2015 | |
| 60,981,697 | | |
| 6,098 | | |
| 30,000 | | |
| 3 | | |
| 114,753,938 | | |
| 11,474 | | |
| 11,663,905 | | |
| (12,473,725 | ) | |
| 728,658 | | |
| (33,600 | ) | |
| (97,187 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
The
Accompanying Notes are an integral part of these Financial Statements |
| |
| |
|
REGEN BIOPHARMA , INC. | |
|
|
STATEMENT OF CASH FLOWS | |
|
|
| |
|
|
| |
Year
Ended | |
Year
Ended |
| |
30-Sep-15 | |
30-Sep-14 |
| |
| |
|
| |
| |
|
| |
| |
|
CASH FLOWS FROM OPERATING
ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Net Income
(loss) | |
| (11,195,147 | ) | |
| (756,353 | ) |
Adjustments to reconcile
net Income to net cash | |
| | | |
| | |
Securities
Received as Payment for Services | |
| (192,000 | ) | |
| 0 | |
Preferred
Stock issued for Expenses | |
| 100 | | |
| 0 | |
Predrred
Stock issued for interest | |
| 891 | | |
| 0 | |
Common
Stock issued for expenses | |
| | | |
| | |
Preferred
Stock issued pursuant to contractual obligations | |
| 3,475 | | |
| 0 | |
Common
Stock issued to Consultants | |
| 307,955 | | |
| 0 | |
Preferred
Stock issued to Consultants | |
| 450 | | |
| 0 | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Increase
(Decrease) in Accounts Payable | |
| 22,549 | | |
| 3,305 | |
(Increase)
Decrease in Notes Receivable | |
| (1,629 | ) | |
| (10,422 | ) |
(Increase)
Decrease in Interest Receivable | |
| (1,148 | ) | |
| (233 | ) |
Increase
( Decrease) in Bank Overdraft | |
| (6,137 | ) | |
| 6,137 | |
Increase
(Decrease) in accrued Expenses | |
| 58,359 | | |
| 10,675 | |
(Increase)
Decrease in Prepaid Expenses | |
| (10,000 | ) | |
| 0 | |
Net Cash Provided by
(Used in) Operating Activities | |
| (11,012,283 | ) | |
| (746,891 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING
ACTIVITIES | |
| | | |
| | |
Common
Stock issued for Cash | |
| 33,333 | | |
| 300,000 | |
Preferred
Stock issued for Cash | |
| 16,667 | | |
| 0 | |
Increase
in Contributed Capital | |
| 70,000 | | |
| 210,800 | |
Increase
(Decrease) in Notes Payable | |
| 138,582 | | |
| 120,169 | |
Increase
in Convertible Notes payable | |
| 972,686 | | |
| 0 | |
Increase
in issuance of stock below fair value | |
| 9,191,857 | | |
| 0 | |
Increase
in Additional Paid in Capital | |
| 627,778 | | |
| 0 | |
Net Cash Provided by
(Used in) Financing Activies | |
| 11,050,903 | | |
| 630,969 | |
| |
| | | |
| | |
| |
| | | |
| | |
Net Increase (Decrease)
in Cash | |
$ | 38,620 | | |
| (115,922 | ) |
| |
| | | |
| | |
Cash at Beginning of Period | |
| 0 | | |
| 115,922 | |
| |
| | | |
| | |
Cash at End of Period | |
$ | 38,620 | | |
| 0 | |
| |
| | | |
| | |
| |
| | | |
| | |
Supplemental
Disclosure of Noncash investing and financing activities: | |
| | | |
| | |
Common Shares Issued
for Debt | |
$ | 1,002,686 | | |
| 0 | |
Preferred Shares issued
for Debt | |
$ | 6,000 | | |
| 0 | |
Cash Paid for Interest | |
| 0 | | |
| 0 | |
Cash Paid for Income
Tax | |
| 0 | | |
| 0 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
REGEN
BIOPHARMA, INC.
Notes
to Financial Statements
As
of September 30, 2015
NOTE
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a majority owned subsidiary of Bio-Matrix
Scientific Group, Inc, a Delaware corporation.
The
Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other
entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt
to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials
A.
BASIS OF ACCOUNTING
The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30 year-end.
B.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
C.
CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
D.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures
that enhance the value of property and equipment are capitalized.
E.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value
hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels
of inputs required by the standard that the Company uses to measure fair value:
Level
1: Quoted prices in active markets for identical assets or liabilities.
Level
2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the related assets or liabilities.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities.
F.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of September 30, 2015 the Company had no uncertain tax positions, and
will continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
G.
BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share",
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
H.
ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the year ended September 30,
2015 and $0 for the year ended September 30, 2014.
NOTE
2. RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this
standard.
The
following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently
under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition
standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard
eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based
approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting
periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted
for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this
pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects
of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted
accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial
statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption
is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial
statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial
Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial
statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should
be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update
are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early
application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions
that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements
or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On
February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several
Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments
add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting
entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the
obligation is fixed as of the reporting date, as the sum of the following:
The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating
results or financial position.
On
April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption
of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such standards would be material to its financial statements.
NOTE
3. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated
net losses of $ 12,473,725 during the period from April 24, 2012 (inception) through September 30, 2015. This condition
raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern
is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain
profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management
plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company
will use or how much capital the Company will raise. During the quarter ended March 31, 2015 the Company raised $775,000 through
the issuance of convertible debt , during the quarter ended June 30, 2015 the Company raised $90,000 through the issuance
of convertible debt ( Note 4) and during the quarter ended September 30, 2015 the Company raised $50,000 through the issuance
of 333,333 units of securities of the Company (“Units”) with each Unit consisting of 2 common shares and one share
of the Company’s Series A Preferred Stock .
NOTE
4. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
| |
September 30,
2015 | |
September
30, 2014 |
Bio
Matrix Scientific Group, Inc. (Note 7) | |
| 19,701 | | |
| 90,000 | |
David
Koos ( Notes7) | |
| 50 | | |
| 30,168 | |
Bio
Technology Partners Business Trust | |
| 84,000 | | |
| 0 | |
Bostonia
Partners | |
| 119,000 | | |
| 0 | |
| |
| | | |
| | |
Notes
payable | |
$ | 222,751 | | |
$ | 120,168 | |
$19,701
lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest
at a rate of 10% per annum. This amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum
amount of $700,000 or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and
absolute discretion
$50
lent to the Company by David Koos. is due and payable at the demand of the holder and bear simple interest at a rate of 15% per
annum. This amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $700,000 or
so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion
$84,000
lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bear simple
interest at a rate of 10% per annum. This amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the
maximum amount of $500,000 or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's
sole and absolute discretion
$60,000
lent to the Company by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of 10%
per annum
$59,000
lent to the Company by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of 10%
per annum.
The
weighted average interest rate on all borrowings by Regen due in one year or less is 10% as of September 30, 2015.
The
weighted average interest rate on all borrowings by Regen due in one year or less is 11.25% as of September 30, 2014.
CONVERTIBLE
NOTES PAYABLE
During
the quarter ended March 31, 2015 the Company issued Convertible Notes ( “Notes”) with an aggregate face value of $882,686
. Consideration for these Notes consisted of:
(a)
$775,000 cash and
(b)
Satisfaction of $107,686 of existing indebtedness:
Each
Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date 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.
All
Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible
Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of the Company’s Series A Preferred shares were
issued to Noteholders pursuant to the terms and conditions of the Notes.
The
Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $2,368,685
was recognized by the Company. This liability was eliminated prior to the end of the Company’s second quarter as a result
of the full conversion of all Notes prior to the end of the Company’s second quarter.
During
the quarter ended June 30, 2015 the Company issued Convertible Notes ( “Notes”) with an aggregate face value of $90,000
. Consideration for these Notes consisted of $90,000.
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 the lower of (1) 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.
Or
(2)
$0.03 per share
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.
During
the quarter ended June 30, 2015 the Company issued 3,214,285 of its common shares in satisfaction of the abovementioned convertible
notes and 3,214,285 shares of its Series A Preferred stock in accordance with the terms and conditions of abovementioned
convertible notes.
The
Company values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $350,666
was recognized by the Company in connection with $90,000 of convertible notes payable issued during the quarter ended June 30,
2015. This liability was eliminated prior to the end of the Company’s third quarter as a result of the full conversion
of these convertible noted prior to the end of the Company’s third quarter.
NOTE 5.
NOTES RECEIVABLE
| |
September 30,
2015 | |
September
30, 2014 |
Entest
Biomedical, Inc. (Note 7) | |
$ | 12,051 | | |
$ | 10,422 | |
| |
| | | |
| | |
Notes
Receivable | |
$ | 12,051 | | |
$ | 10,422 | |
$12,051
lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate
of 10% per annum.
NOTE
6. INCOME TAXES
As
of September 30, 2015 | |
|
| |
|
Deferred
tax assets: | |
| | |
Net
operating tax carry forwards | |
$ | 4,241,066 | |
Other | |
| -0- | |
Gross
deferred tax assets | |
| 4,241,066 | |
Valuation
allowance | |
| (4,241,066 | ) |
Net
deferred tax assets | |
$ | -0- | |
As
of September 30, 2015 the Company has a Deferred Tax Asset of $4,241,066 completely attributable to net operating loss carry
forwards of approximately $12,473,725 (which expire 20 years from the date the loss was incurred).
Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is
uncertain. As a result, the Company has the Company recorded a valuation allowance reducing all deferred tax assets to 0.
Income
tax is calculated at the 34% Federal Corporate Rate.
NOTE
7. RELATED PARTY TRANSACTIONS
As
of June 30, 2015 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”) , a
corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding
of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090. The
Company also utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941
subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer
of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the
Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is
equal to $5,000 per month.
As
of September 30, 2015 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 lent by the Company
to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As
of September 30, 2015 the Company is indebted to BMSN in the amount of $19,701. $19,701 lent to the Company by Bio Matrix
Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As
of September 30, 2015 the Company is indebted to David R. Koos in the amount of $50. $50 lent to the Company by Koos is
due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
On
June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain
intellectual property controlled by The Company (“ License IP”) for non-human veterinary therapeutic use for a term
of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant
to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars
($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment
of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent
anniversary.
The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined
in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at
fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based
on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary
of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is
only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars
($10,000).
The
Agreement may be terminated by The Company:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License
IP.
The Agreement
may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent
and Trademark Office to The Company with regard to that License IP is terminated.
The Agreement
may be terminated by either party in the event of a material breach by the other party.
On September
28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of
one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee.
David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of The Company.
NOTE
8. COMMITMENTS AND CONTINGENCIES
The Company
utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of
Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The
sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per
month.
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. On June 1, 2015
Regen Biopharma, Inc. terminated its sublease with Human BioMolecular Research Institute
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. On June 1, 2015 Regen Biopharma, Inc. terminated the aforementioned agreement with Human BioMolecular Research Institute.
NOTE
9. STOCKHOLDERS' EQUITY
The stockholders'
equity section of the Company contains the following classes of capital stock as September 30, 2015:
Common
stock, $ 0.0001 par value; 500,000,000 shares authorized: 114,753,938 shares issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
Preferred
Stock, $0.0001 par value, 100,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares
issued and outstanding as of September 30, 2015 and 90,000,000 is designated Series A Preferred Stock of which 60,981,697 shares
are outstanding as of September 30, 2015.
The
abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time
without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law
to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited,
multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion
rights and other special or relative rights of any series of the Stock that may be desired.
Series
AA Preferred Stock
On
September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada
Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated
and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The
Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times
ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Series
A Preferred Stock
On
January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known
as "Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock").
The
Board of Directors of the Company have authorized 90,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times
one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series
A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Holders
of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company
(the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the
event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders
of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock
shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form
of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder
would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends
to be payable on the same payment date as the payment date for the Common Stock.
Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock,
the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are
capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”)
plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.
If,
upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and
unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed
among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively
entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the
Board), or both, at the election of the Board.
NOTE
10. STOCK TRANSACTIONS
Common
Stock
During
the year ended September 30, 2015 the Company issued 666,666 Common Shares for cash proceeds of $333,333. During the year
ended September 30, 2015 the Company issued 1,425,808 Common Shares valued at $307,956 for services.
During
the year ended September 30, 2015 the Company issued 25,000,000 Common Shares as Restricted Stock Awards to employees.
During
the year ended September 30, 2015 the Company issued 35,753,547 Common Shares in satisfaction of $1,003,575 of indebtedness.
Series
A Preferred Stock
On
March 11, 2015 stock dividend of 10,395,217 Series A Preferred shares was paid to the Company’s common shareholders of record
as of March 10, 2015. Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen Biopharma,
Inc. common Stock owned as of the Record Date.
During
the year ended September 30, 2015 the Company issued 10,000,000 Series A Preferred shares as Restricted Stock Awards
to employees.
On
March 17, 2015 the Company issued 1,000,000 shares of its Series A Preferred Stock to Thomas Ichim, the Company’s Chief
Scientific Officer, as partial consideration for the sale to the company by Ichim of all 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.
During
the year ended September 30, 2015 the Company issued 34,753,147 shares of its Series A Preferred Stock in accordance
with the terms and conditions of convertible notes issued.
During
the year ended September 30, 2015 the Company issued 4,500,00 shares of its Series A Preferred Stock for services.
During
the year ended September 30, 2015 the Company issued 333,333 shares of its Series A Preferred Stock for cash proceeds of
$16,667.
Series
AA Preferred Stock
On
February 13, 2015 the Company issued 10,000 shares of its Series AA Preferred Stock to Bio Matrix Scientific Group, Inc. (“BMSN”)
in satisfaction of $2,000 of indebtedness owed by the company to BMSN.
On
March 23, 2015 the Company issued 20,000 shares of its Series AA Preferred Stock to Bio Matrix Scientific Group, Inc. (“BMSN”)
in satisfaction of $4,000 of indebtedness owed by the company to BMSN.
NOTE
11. SUBSEQUENT EVENTS
On
October 14, 2015 Regen Biopharma, Inc. ( the “Company”) amended Article 3 of the Company’s Articles of Incorporation
to be and read as follows:
“3.
Authorized Shares:
The
aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common
Stock having a $.0001 par value, and 800,000,000 shares of Preferred Stock having a $.0001 par value.
The
Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common
and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board
of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”
On
October 14, 2015, the Company amended Section 1 of the Certificate of Designation of the Company’s authorized Series A Preferred
Stock to be and read as follows:
“Section
1. Designation and Amount.
The
shares of this series of preferred stock will be designated as Series A Preferred Stock (the “Series A Preferred”)
which series shall consist of three hundred million (300,000,000) shares having a par value of $.0001 per share.”
On
October 28, 2015 Regen issued 3,333,334 of its common shares (“Shares”) for cash consideration of $166,666.
On
November 20, 2015 Regen issued 2,200,000 of its common shares (“Shares”) for cash consideration of $55,000.
On
December 29,2015 Regen issued 4,000,000 of its common shares ( Shares”) for cash consideration of $100,000.
On October 28,
2015 Regen issued 1,666,667 of its shares of Series A Preferred Stock (“Shares”) for cash consideration of $83,333.
On
October 28, 2015 Regen issued 11,000,000 of its shares of Series A Preferred Stock (“Shares”) to Dr. Harry Lander,
Regen’s President, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander
and Regen dated October 9, 2015.
On
November 20, 2015 Regen issued 400,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for nonemployee
services.
On
November 20, 2015 Regen issued 2,200,000 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $55,000.
On
December 29, 2015 Regen issued 4,000,000 of its Series A Preferred Stock ( Shares”) for cash consideration of $100,000
During the Registrant's most two most recent fiscal years there were no disagreements with Seale and Beers, Certified Public Accountants
LLC (“S&B”) , the Company’s independent registered public accounting firm, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not
resolved to S&B’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in
connection with its report on the Registrant's financial statements.
Item
9A. Controls and Procedures
a)
Evaluation of disclosure controls and procedures.
The
principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures
as of September 30, 2015. Based on this evaluation, they have concluded that the disclosure controls and procedures were effective
to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. David Koos is the Company’s CEO and Todd Caven is the Company’s CFO. They function
as the Company’s principal executive officer and principal financial officer respectively.
b)
Management’s annual report on internal control over financial reporting.
Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934. Rule 13a-15(f) defines internal control over financial
reporting as follows:
“The
term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that:
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the issuer;
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's
assets that could have a material effect on the financial statements.”
The
Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
In
designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met.
The
Company’s management assessed the effectiveness of its internal control over financial reporting as of August 31, 2010 based
on the framework in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies (2006) issued
by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on its assessment, management believes that,
as of August 31, 2010, the Company’s internal control over financial reporting is effective.
Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's report in this annual report. This exemption for
smaller reporting companies provided under the temporary rules referenced above has been made permanent under Section 989G of
the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(c)
There have been no changes during the quarter ended September 30, 2015 in the Company’s internal controls over financial
reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Item
10. Directors, Executive Officers and Corporate Governance
David
R. Koos
David
R. Koos has served as Chairman of the Board of Directors, Chief Executive Officer, Secretary, and Treasurer since April 24, 2012.
David R. Koos has served as president of the Company from the period beginning May 29, 2013 and ending April 30, 2015 . David
R. Koos has served as Acting Chief Financial Officer of the Company for the period beginning April 24, 2012 and ending February
11, 2015.
Education:
DBA
- Finance (December 2003)
Atlantic
International University
Ph.D.
- Sociology (September 2003)
Atlantic
International University
MA
- Sociology (June 1983)
University
of California - Riverside, California
Five
Year Employment History:
Position: |
Company
Name: |
Employment
Dates: |
Chairman,
President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc |
June
19, 2009 to the present |
Chief
Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc |
June
19, 2009 to March 31, 2010 |
Acting
Chief Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc |
August
8, 2011 to the present |
Chairman,
President, CEO and Acting CFO |
Bio-Matrix
Scientific Group, Inc.* |
June
14, 2006 (Chairman) to Present; June 19, 2006 (President, CEO and Acting CFO); June 19, 2006 (Secretary) to Present |
Chairman,
CEO, Secretary & Acting CFO |
Frezer
Inc. |
May
2, 2005 to February 2007 |
Chairman,
CEO & Acting CFO |
BMXP
Holdings, Inc. |
December
6, 2004 to June 2008 |
*
As of December 29, 2015 Bio-Matrix Scientific Group, Inc owns 29,676,665 Common Shares of Regen, 2,907,666 shares of Regen’s
Series A Preferred Stock, 30,000 shares of Regen’s Series AA Preferred Stock representing 15.6% of our outstanding share
capital and 65.7% of the voting power as of December 29, 2015.
Todd
S. Caven
Todd
S. Caven has served as our Chief Financial Officer since February 11, 2015.
Mr.
Caven earned a Bachelor’s degree in Accounting from the Tippie College of Business at the University of Iowa, and received
an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Caven currently serves as Managing
Member of both Rock Ridge Enterprises LLC (a Minnesota based private equity firm) and Saguaro Capital Partner LLC (an Arizona
based venture capital firm) where he is solely responsible for making investment decisions on behalf of each company. Prior to
that Mr. Caven was the founder and served as Chief Financial Officer of Obstetric Solutions and Interventions where his duties
included raising capital for the company, as well as maintaining the financial records of the company.
Five
Year Employment History:
Company
Name |
Position |
Employment
Dates |
Rock
Ridge Enterprises LLC |
Founder
and Managing Member,
Sole
Member of the Board of Governors |
October
of 2003 to present |
Saguaro
Capital Partner LLC |
Founder
and Managing Member,
Sole
Member of the Board of
Governors |
March
of 2009 to present |
Obstetric
Solutions and Interventions |
Co-Founder
and Chief Financial Officer, member of the Board of Directors |
July
of 2009 to March of 2012. |
Directorships
Over The Last Five Years:
Organization
Dates Served
Matoo |
Nonprofit
organization seeking to reduce human trafficking |
October,
2011 - Present |
Obstetric
Solutions and Interventions |
an
Arizona LLC that created women's health care solutions for pregnancy related issues |
July,
2009 - March, 2012 |
Dr.
Harry Lander.
Dr.
Harry Lander has served as the Company’s President since October 9, 2015 and has served as Chief Scientific Officer of Regen
effective October 30, 2015. Dr.Lander received an MBA in Finance from The New York University Stern School of Business in New
York City in 1991 and a Ph.D. in Biochemistry from the Cornell University Graduate School of Medical Sciences. Dr. Lander has
also earned a Bachelor of Science in Biochemistry and a Bachelor of Science in Chemistry from State University of New York at
Stony Brook. Prior to accepting the office of President at Regen, Dr. Lander served as Research Chief-Administration at Sidra
Medical and Research Center, a new women’s and children’s hospital (expected to open in 2018) established to provide
care to Qatari and Middle East residents based on the North American academic medical center model. His duties at the Medical
and Research Center included assisting in the development of financial, operational , and compliance infrastructures for the Center
as well as assisting in developing the Center’s scientific strategy through a 5 year strategic plan.
Five
year Employment History |
|
|
|
|
|
|
|
|
|
|
|
Company
Name |
|
Position |
|
Employment
Dates |
Sidra
Medical and Research Center, Doha, Qatar |
|
Research
Chief |
|
2013--2015 |
Weill
Cornell Medical College, New York, NY |
|
Assistant
Provost |
|
2012-2013 |
Weill
Cornell Medical College, New York, NY |
|
Assistant
Provost, |
|
2009-2012 |
Code
of Ethics
On
September 25, 2013 we adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.
Director
Independence
Audit
Committee and Audit Committee Financial Expert
The
members of the Company’s board of Directors may not be considered independent. The Company is not a "listed company"
under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised
of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and
regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is deemed
to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee
including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and
treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board
of Directors has determined that its member is able to read and understand fundamental financial statements and has substantial
business experience that results in that member's financial sophistication. Accordingly, the Board of Directors believes that
its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee
would have.
Nominating
and Compensation Committees
The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of
directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee
are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the
Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the
functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required
to have a compensation committee or a nominating committee.
Shareholder
Communications
There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the
board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board
of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information
gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company
does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
Because
the Chief Executive Officer of the Company is also the Chairman of the Board of Directors of the Company, the Board of Directors
has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would
be brought to the Board of Directors’ attention by virtue of the co-extensive capacities of the Chairman of the Board of
Directors.
Executive
Compensation
For
the period from October 1, 2013 to September 30, 2014
Name
and Principal Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Restricted
Stock Awards ($)(a)(b) |
Option
Awards
($) |
Non
Equity
Incentive
Plan
Compensation
($) |
Nonqualified
Total
Deferred
Compensation
Earnings
($) |
To |
|
|
|
|
|
|
|
|
David
Koos
Chairman,
and CEO* |
From
October 1, 2013 to September 30, 2014 |
$300,000 |
0 |
0 |
0 |
0 |
0 |
$300,000 |
|
|
|
|
|
|
|
|
|
Thomas
Ichim
Chief
Scientific Officer and Director of Research** |
From
October 1, 2013 to September 30, 2014 |
$120,000 |
0 |
0 |
0 |
0 |
0 |
$120,000 |
|
|
|
|
|
|
|
|
|
*Includes
$165,000 in accrued salary the obligation for payment resting with Bio Matrix Scientific Group, Inc.
**Includes
$10,000 accrued salary the obligation for payment resting with Bio Matrix Scientific Group, Inc.
For
the period from October 1, 2014 to September 30, 2015
Name
and Principal Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Restricted
Stock Awards ($)(a)(b)(c) |
Option
Awards
($) |
Non
Equity
Incentive
Plan
Compensation
($) |
Nonqualified
Total
Deferred
Compensation
Earnings
($) |
|
|
|
|
|
|
|
|
|
David
Koos
Chairman,
and CEO* |
From
October 1, 2014 to September 30, 2015 |
$210,000 |
0 |
0 |
810,250 |
0 |
0 |
1,020,250 |
|
|
|
|
|
|
|
|
|
Thomas
Ichim
Chief
Scientific Officer and Director of Research** |
From
October 1, 2014 to September 30, 2015 |
$120,000 |
0 |
0 |
540,250 |
0 |
0 |
660,250 |
|
|
|
|
|
|
|
|
|
Todd
S Caven
Chief
Financial Officer *** |
From
October 1, 2014 to September 30, 2015 |
$101,250 |
0 |
0 |
675,250 |
0 |
0 |
776,500 |
*
Includes $15,000 in Accrued Salary and $5,000 in Accrued Salary the obligation for payment resting with Bio Matrix Scientific
Group, Inc.
**
Does not include $10,000 of Salary Prepaid to Mr. Ichim. On October 30, 2015 Thomas Ichim resigned from his position as Chief
Scientific Officer, Director of Research and member of the Board of Directors of Regen Biopharma, Inc. due to health reasons.
***
Includes $20,250 in Accrued Salary.
| (a) | Restricted
Stock Awards Paid to Mr. Koos consist of 9,000,000 of the Company’s common shares
vesting according to the terms and conditions of Mr. Koos Employment Agreement with the
Company and 2,500,000 of the Company’s Preferred Shares vesting upon the same terms
and conditions as common stock issued pursuant to Mr. Koos’ Employment Agreement
with the Company |
| (b) | Restricted
Stock Awards Paid to Mr. Ichim consist of 6,000,000 of the Company’s common shares
vesting according to the terms and conditions of Mr. Ichim’s Employment Agreement
with the Company and 2,500,000 of the Company’s Preferred Shares vesting upon the
same terms and conditions as common stock issued pursuant to Mr. Ichim’s Employment
Agreement with the Company |
| (c) | Restricted
Stock Awards Paid to Mr. Caven consist of 7,500,000 of the Company’s common shares
vesting according to the terms and conditions of Mr. Caven’s Employment Agreement
with the Company and 2,500,000 of the Company’s Preferred Shares vesting upon the
same terms and conditions as common stock issued pursuant to Mr. Caven’s Employment
Agreement with the Company. |
Employment
Agreements
David
R. Koos
On
February 11, 2015 Regen entered into a written employment agreement with its current Chief Executive Officer, Mr. David Koos whereby
Mr. Koos shall serve as Chief Executive Officer of Regen (“Agreement”)
Pursuant
to the Agreement, Mr. Koos shall be paid salary at the rate of $15,000 per month, payable in cash or shares of Regen common stock.
Mr. Koos shall also receive 9,000,000 newly issued common shares of Regen which shall vest after 18 months of constant employment
have expired from the date of the full execution of the Agreement . The term of the Agreement shall commence on February 11, 2015
and shall expire on February 11, 2018.
Thomas
Ichim
On
January 14, 2015 Regen Biopharma, Inc. entered into a written employment agreement with Thomas Ichim whereby Thomas Ichim shall
serve as Chief Scientific Officer of Regen Biopharma, Inc. (“Agreement”)
Pursuant
to the Agreement, Thomas Ichim shall be paid salary at the rate of $10,000 per month, payable in cash or shares of Regen Biopharma,
Inc. common stock. Thomas Ichim shall also receive 6,000,000 newly issued common shares of Regen Biopharma, Inc. which shall be
subject to a vesting schedule (“Signing Shares”). The term of the Agreement shall commence on January 14, 2015 and
shall expire on January 13, 2018.
Vesting
Schedule of Signing Shares:
Signing
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 Signing Shares (“Milestone Shares”) upon the achievement of the following
events ( Milestones”) during the course of the Employee’s employment with the Company after 18 months.
|
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 18 months, should the total number of points amount to less than 60, vesting shall be reduced to that
number of points attained divided by 60, resulting in a percentage of shares vested. At the end of 18 months, all unvested shares
shall be forfeited . In the event of a change of control all shares shall be deemed fully vested.
On
October 30, 2015 Thomas Ichim resigned from his position as Chief Scientific Officer, Director of Research and member of the Board
of Directors of Regen Biopharma, Inc. due to health reasons.
Todd.
S Caven
On
February 11, 2015 Regen entered into a written employment agreement with Mr. Caven whereby Mr. Caven shall serve as Chief Financial
Officer of Regen (“Agreement”)
Pursuant
to the Agreement, Mr. Caven shall be paid salary at the rate of $13,500 per month, payable in cash or shares of Regen common stock.
Mr. Caven shall also receive 7,500,000 newly issued common shares of Regen which shall vest after 18 months of constant employment
have expired from the date of the full execution of the Agreement . The term of the Agreement shall commence on February 11, 2015
and shall expire on February 11, 2018.
Harry
Lander
On
October 9, 2015 Regen entered into a written employment agreement with Dr. Lander whereby Dr. Lander Caven shall serve as President
of Regen (“Agreement”). The Term of this Agreement shall commence on November 15, 2015 and shall expire on November
14, 2018.
Pursuant
to the Agreement, Dr. Lander shall be paid salary at the rate of $16,667 per month . Pursuant to the Agreement Dr. Lander shall
receive:
(a)
1,000,000 newly issued Series A Preferred shares of Regen (“Signing Shares”). Signing Shares may not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of by Dr. Lander (“Transfer Restriction”) until after a one
year vesting period has expired.
(b)
10,000,000 newly issued Series A Preferred shares of Regen (“Incentive Shares”). Incentive shares shall vest to Dr.
Lander two years from the date he is hired.
(c)
10,000,000 newly issued Series A Preferred shares of Regen (“Milestone Shares “) upon any of the following events
having occurred during the employment by Regen of Dr. Lander:
A)
two collaborations with pharmaceutical firms with annual revenues of $250,000,000 or greater over their last three fiscal years
B)
an equity raise of $10,000,000 invested in the securities of Regen by sources introduced to Regen by Dr. Lander and who have not
previously been introduced to Regen by any other entity.
C)
Listing of Regen’s equity securities on any of the following markets:
i. |
|
Nasdaq
Global Select Market |
ii. |
|
Nasdaq
Global Market |
iii. |
|
Nasdaq
Capital Market |
iv. |
|
The
New York Stock Exchange |
v. |
|
NYSE
MKT |
d)
sale of a portion of the Regen Intellectual Property portfolio for appropriate consideration
e)
clearance of any Regen sponsored intellectual property through FDA phase II clinical trials.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth information known to the Company with respect to the beneficial ownership of each class of the Company’s
capital stock as of December 29, 2015 for (1) each person known by the Company to beneficially own more than 5% of each class
of the Company’s voting securities, (2) each executive officer, (3) each of the Company’s directors and (4) all of
the Company’s executive officers and directors as a group.
Based
on 124,287,272 Common Shares Outstanding as of December 29, 2015 |
| | |
| |
| | | |
| | |
Title
of Class | | |
Name and Address
of Beneficial Owner | |
| Amount
and Nature of Beneficial Ownership | | |
| Percentage | |
| | |
| |
| | | |
| | |
Common | | |
David R.
Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942* | |
| 40,169,732 | | |
| 32.32 | % |
| | |
| |
| | | |
| | |
| | |
Bio Matrix Scientific
Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942 | |
| 29,076,665 | | |
| 23.39 | % |
| | |
| |
| | | |
| | |
| | |
Thomas Ichim 9255
Towne Centre Drive #450, San Diego, CA 91211*** | |
| 6,000,067 | | |
| 4.83 | % |
| | |
| |
| | | |
| | |
| | |
Todd Caven c/o
Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942**
| |
| 7,951,632 | | |
| 6.39 | % |
| | |
| |
| | | |
| | |
| | |
All Officers and Directors
as a Group | |
| 54,121,431 | | |
| 43.54 | % |
*
Includes 29,076,665 common shares of the Company
beneficially owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific
Group Inc.and has voting and dispositive control over common shares of Regen held by Bio-Matrix Scientific Group Inc. Includes
710 common shares of the Company beneficially owned by the AFN Trust for which Mr. Koos serves as trustee. Includes 3,166 common
shares of the Company beneficially owned by the BMXP Holdings Shareholders Business Trust for which Mr. Koos serves as trustee.
**
Includes 227,632 common shares beneficially owned
by Saguaro Capital Partners LLC, a company controlled by Todd Caven.
***
On October 30, 2015 Thomas Ichim resigned from
his position as Chief Scientific Officer, Director of Research and member of the Board of Directors of Regen Biopharma, Inc. due
to health reasons.
Based
on 80,248,364 Series A Preferred Shares Outstanding as of December 29, 2015 |
| | |
| |
| | | |
| | |
Title
of Class | | |
Name and Address
of Beneficial Owner | |
| Amount
and Nature of Beneficial Ownership | | |
| Percentage | |
| | |
| |
| | | |
| | |
Common | | |
David R.
Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942* | |
| 8,577,185 | | |
| 10.69 | % |
| | |
| |
| | | |
| | |
| | |
Bio Matrix Scientific
Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942 | |
| 2,907,666 | | |
| 3.62 | % |
| | |
| |
| | | |
| | |
| | |
Thomas Ichim 9255
Towne Centre Drive #450, San Diego, CA 91211*** | |
| 4,100,006 | | |
| 5.11 | % |
| | |
| |
| | | |
| | |
| | |
Todd Caven c/o
Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942**
| |
| 3,295,163 | | |
| 4.10 | % |
| | |
| |
| | | |
| | |
| | |
Harry
Lander
c/o
Regen Biopharma, Inc
4700
Spring Street, Suite 304,
La
Mesa, California 91942 | |
| 11,000,000 | | |
| 13.71 | |
| | |
| |
| | | |
| | |
| | |
RGBP
Holdings LLC
9962
S Clyde Place
Highlands
Ranch, CO 80129 | |
| 5,928,170 | | |
| 7.39 | |
| | |
| |
| | | |
| | |
| | |
All Officers and Directors
as a Group | |
| 26,972,354 | | |
| 33.61 | % |
*
Includes 2,907,666 shares of the Company beneficially
owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific Group Inc.and
has voting and dispositive control over shares of Regen held by Bio-Matrix Scientific Group Inc. Includes 71 shares of the Company
beneficially owned by the AFN Trust for which Mr. Koos serves as trustee. Includes 316 shares of the Company beneficially owned
by the BMXP Holdings Shareholders Business Trust for which Mr. Koos serves as trustee.
**
Includes 22,763 common shares beneficially owned by Saguaro Capital Partners LLC, a company controlled by Todd Caven.
***
On October 30, 2015 Thomas Ichim resigned from his position as Chief Scientific Officer, Director of Research and member of the
Board of Directors of Regen Biopharma, Inc. due to health reasons.
Based
on 30,000 Series AA Preferred Shares Outstanding as of December 29, 2015 |
| | |
| |
| | | |
| | |
Title
of Class | | |
Name and Address
of Beneficial Owner | |
| Amount
and Nature of Beneficial Ownership | | |
| Percentage | |
| | |
| |
| | | |
| | |
Common | | |
David R.
Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942* | |
| 30,000 | | |
| 100.00 | % |
| | |
| |
| | | |
| | |
| | |
Bio Matrix Scientific
Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942 | |
| 30,000 | | |
| 100.00 | % |
| | |
| |
| | | |
| | |
| | |
All Officers and Directors
as a Group | |
| 30,000 | | |
| 100.00 | % |
*
Includes 30,000 shares of the Company beneficially
owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific Group Inc.and
has voting and dispositive control over shares of Regen held by Bio-Matrix Scientific Group Inc.
Item
13. Certain Relationships and Related Transactions, and Director Independence
As
of September 30, 2015 the Company has received capital contributions from Bio Matrix Scientific Group, Inc. totaling $728,658
and has issued 50,010,000 common shares to its parent for aggregate consideration of $20,090. Bio Matrix Scientific Group, Inc.
exercises voting control over Regen and is under common control with Regen.
As
of September 30, 2015 the Company is indebted to Bio Matrix Scientific Group, Inc. in the amount of $19,701. $19,701 lent to the
Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate
of 10% per annum.
On
June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain
intellectual property controlled by The Company (“ License IP”) for non-human veterinary therapeutic use for a term
of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant
to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars
($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment
of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent
anniversary.
The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined
in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at
fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based
on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary
of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is
only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars
($10,000).
The
Agreement may be terminated by The Company:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to The Company with regard to that License IP is terminated.
The
Agreement may be terminated by either party in the event of a material breach by the other party.
On
September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction
of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee.
David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of The Company.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of
Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The
sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per
month.
As
of September 30, 2015 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 lent by the Company
to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
On
March 6, 2015 the Company issued 227,632 common shares to Saguaro Capital Partners LLC, a company controlled by Todd S. Caven
the Company’s Chief Financial Officer, as consideration for services rendered.
On
November 2, 2015 Regen entered into an agreement (“Agreement”) with Thomas Ichim pursuant to the following terms and
conditions.
Thomas
Ichim shall render to Regen consulting services as set forth in a Consulting Services Letter (the “Supporting Documents”)
and agrees to being referred to during the term of this Agreement under the title “Senior Research Consultant Thomas Ichim
to Regen BioPharma, Inc.”. A Consulting Services Letter shall mean a document that describes Thomas Ichim’s consulting
services and pricing for such services. In the event of a conflict between the terms contained in the Supporting Documents and
this Agreement, the terms of this Agreement shall control, unless specifically agreed upon to the contrary in the Supporting Documents.
Any and all Supporting Documents shall contain a clear and concise description of the services to be performed by the Thomas Ichim
and an estimation of the cost to Regen for such services as well as the period of time required by the Thomas Ichim to complete
such services. The Supporting Documents when executed by Thomas Ichim and Regen shall be incorporated into and made a part of
this Agreement. Regen shall be under no obligation to execute any Consulting Services Letter. No Consulting Services Letter shall
be binding upon Regen unless executed by Regen. The Term of the Agreement commences on November 2, 2015 and expires on November
2, 2016.
Thomas
Ichim has served as our Chief Scientific Officer and Director of Research since June 15, 2012 and has served as a director since
July 15, 2013. On October 30, 2015 Thomas Ichim resigned from his position as an officer and member of the Board of Directors
of Regen due to health reasons.
Director
Independence
Audit
Committee and Audit Committee Financial Expert
The
Company’s Board of Directors may not be considered independent as the are also officers. The
Company is not a "listed company" under Securities and Exchange Commission (“SEC”) rules and is therefore
not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee,
however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the
Company’s Board of Directors is deemed to be its audit committee and as such functions as an audit
committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its members are able
to read and understand fundamental financial statements and has substantial business experience that results in the member's financial
sophistication. Accordingly, the Board of Directors believes that its members have the sufficient knowledge and experience
necessary to fulfill the duties and obligations that an audit committee would have.
Nominating
and Compensation Committees
The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The Board
of Directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee
are adequately performed by the board of directors. The Board of Directors also is of the view that it is appropriate for the
Company not to have a standing nominating committee because the Board of Directors has performed and will perform adequately the
functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore
not required to have a compensation committee or a nominating committee.
Shareholder
Communications
There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the
board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board
of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information
gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company
does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
The
Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any
communication would be brought to the board of directors’ attention by virtue of communication with management
Item
14. Principal Accounting Fees and Services
The
following table sets forth the aggregate fees billed to us by Seale and Beers , CPAs during the period beginning October 1, 2014
and ending September 30, 2015:
Audit
Fees | |
$ | 5,023 | |
Audit
Related Fees | |
| 6,000 | |
Tax
Fees | |
| 0 | |
All
Other Fees | |
| 0 | |
| |
$ | 11,023 | |
Audit
Fees: Aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements.
Audit
Related Fees: Aggregate fees billed for professional services rendered for assurance and related services that
were reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit
Fees” above. During the year ended September 30, 2015 these fees were primarily derived from review of financial statements
in the Company's Form 10Q Reports.
All
services listed were pre-approved by the Board of Directors, functioning as the Audit Committee in accordance with Section 2(a)
3 of the Sarbanes-Oxley Act of 2002.
The
Board has considered whether the services described above are compatible with maintaining the independent accountant's independence
and has determined that such services have not adversely affected the independence of Seale and Beers , CPAs.
Item
15. Exhibit Index
EXHIBIT
INDEX
31.1 |
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 |
31.2 |
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 |
32.1 |
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002 |
32.2 |
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002 |
3(i) |
Articles
of Incorporation (incorporated by Reference to Exhibit 3(i) of the Company’s Form S-1 dated October
9. 2013) |
3(i)(2) |
Amendment
to Articles of incorporation (incorporated by Reference to Exhibit 3(i)(2) of the Company’s Form S-1 dated October
9. 2013) |
3(ii) |
Bylaws
of the Registrant* (incorporated by Reference to Exhibit 3(i)(iii) of the Company’s Form S-1 dated October
9. 2013) |
10.1 |
June
5 2013 Agreement by and between the Company and Oregon Health and Science University* (incorporated by Reference to Exhibit
10.1 of the Company’s Form S-1 dated October 9. 2013) |
10.2 |
Termination
of June 5 2013 Agreement by and between the Company. and Oregon Health and Science University August 8 2013 (incorporated
by Reference to Exhibit 10.2 of the Company’s Form S-1 dated October 9. 2013) |
10.3 |
Employment
Agreement by and between Biomatrix Scientific Group, Inc. and J. Christopher Mizer* (incorporated by Reference to Exhibit
10.3 of the Company’s Form S-1 dated October 9. 2013) |
10.4 |
Amendment
to Employment Agreement by and between Biomatrix Scientific Group, inc. and J. Christopher Mizer (incorporated by Reference
to Exhibit 10.4 of the Company’s Form S-1 dated October 9. 2013) |
10.5 |
Employment
Agreement by and between Biomatrix Scientific Group, Inc. and Thomas Ichim* (incorporated by Reference to Exhibit 10.5 of
the Company’s Form S-1 dated October 9. 2013) |
10.6 |
Amendment
to Employment Agreement by and between Biomatrix Scientific Group, inc. and Thomas Ichim (incorporated by Reference to Exhibit
10.6 of the Company’s Form S-1 dated October 9. 2013) |
10.7 |
May
1 2013 agreement with Dr. Wei Ping Min (incorporated by Reference to Exhibit 10.7 of the Company’s Form S-1 dated October
9. 2013) |
10.8 |
Letter
Agreement by and between Wei Ping Min and Bio-Matrix Scientific Group Inc dated May 18, 2012 (incorporated by Reference to
Exhibit 10.8 of the Company’s Form S-1 dated October 9. 2013) |
10.9 |
Option
Agreement by and between the Company and Oregon State University June 5 2013 (incorporated by Reference to Exhibit 10.9 of
the Company’s Form S-1 dated October 9. 2013) |
10.10 |
Letter
Agreement by and between James White and Bio-Matrix Scientific Group Inc dated May 16, 2012 (incorporated by Reference to
Exhibit 10.9 of the Company’s Form S-1 dated October 9. 2013) |
3(i)(iii) |
Designations
Series AA Preferred Stock(( incorporated by Reference to Exhibit 3(i) of the Company’s Form 8-K dated September
16, 2014) |
10.11 |
Letter
Agreement by and between David Suhy and Regen dated September 11 2013* |
10.12 |
Exclusive
License Agreement between Regen and Benitec Australia Limited (incorporated by Reference to Exhibit 10.12 of the Company’s
Form S-1 dated October 9. 2013) |
10.13 |
Service
Agreement by and between Regen and Dr. Wei Ping Min July 27,2013 (incorporated by Reference to Exhibit 10.13 of the Company’s
Form S-1 dated October 9. 2013) |
10.14 |
Share
Purchase Agreement September 30, 2013 ( incorporated by Reference to Exhibit 10.14 of the Company’s Form S-1 dated October
9. 2013) |
10.15 |
Share
Purchase Agreement October 11, 2013 (incorporated by Reference to Exhibit 10.15 of the Company’s Form S-1/A filed
November 22. 2013) |
10.16 |
Share
Purchase Agreement November 7, 2013 (incorporated by Reference to Exhibit 10.16 of the Company’s Form S-1/A filed
November 22. 2013 |
10.17 |
Settlement
Agreement executed by Company Dec 9, 2013 (incorporated by Reference to Exhibit 10.17 of the Company’s Form S-1/A filed
January 10. 2014) |
10.18 |
SECURITIES
PURCHASE AGREEMENT( incorporated by Reference to Exhibit 10.18 of the Company’s Form S-1/A filed January 10. 2014) |
10.19 |
ASSIGNMENT
OF INVENTION AND PATENT APPLICATION (incorporated by Reference to Exhibit 10.1 of form 8-K dated November 24, 2014) |
10.20 |
Consulting
Agreement(incorporated by Reference to Exhibit 10.2 of form 8-K dated November 24, 2014) |
10.21 |
Sublease
( incorporated by Reference to Exhibit 10.21 of Form 10-K for the year ended September 30, 2014) |
10.22 |
Promissory
Note Payable (filed previously as Exhibit 10-1 of the Company’s Form 10-Q filed August 7, 2014) |
10.23 |
Promissory
Note Payable (filed previously as Exhibit 10-2 of the Company’s Form 10-Q filed August 7, 2014) |
10.24 |
ASSIGNMENT
OF INVENTION AND PATENT APPLICATION (incorporated by Reference to Exhibit 10.1 of form 8-K dated December 16, 2014) |
3(j)
* |
Certificate
of Designations ( incorporated by Reference to Exhibit 3(i) of Form 8-K dated January 20, 2015) |
10.25 |
Employment
Agreement T. Ichim (incorporated by Reference to Exhibit 10.1 of Form 8-K dated January 20, 2015 |
10.26 |
Employment
Agreement C. Ichim (incorporated by Reference to Exhibit 10.2 of Form 8-K dated January 20, 2015 |
10.27 |
Amendment
to Sublease(incorporated by Reference to Exhibit 10.3 of Form 8-K dated January 20, 2015 |
10.28 |
CONVERTIBLE
PROMISSORY NOTE ISSUED TO LLC (incorporated by reference to Exhibit 10.1 of Form 8-K dated Feb. 6, 2015 |
10.29 |
Form
of Note issued to Individual investor (incorporated by reference to Exhibit 10.2 of Form 8-K dated Feb. 6, 2015 |
10.30 |
Form
of Note issued to Dunhill Ross (incorporated by reference to Exhibit 10.3 of Form 8-K dated Feb 6, 2015 |
10.31 |
Employment
Agreement Caven (incorporated by Reference to Exhibit 10.1 of Form 8-K dated Feb. 12, 2015 |
10.32 |
Employment
Agreement Koos (incorporated by Reference to Exhibit 10.2 of Form 8-K dated Feb. 12, 2015 |
10.33 |
Form
of $50,000 Convertible Note (incorporated by reference to Exhibit 10.1 of Form 8-K dated March 23, 2015 |
10.32 |
Form
of $100,000 Convertible Note(incorporated by reference to Exhibit 10.2 of Form 8-K March 23, 2015 |
10.35 |
Employment
Agreement Caven (incorporated by Reference to Exhibit 10.1 of Form 8-K dated Feb. 12, 2015 |
10.36 |
Vaini
Agreement(incorporated by Reference to Exhibit 10.1 of Form 8-K dated March 26, 2015 |
10.37 |
Value
Quest Agreement (incorporated by reference to Exhibit 10.2 of Form 8-K dated March 26, 2015 |
10.38 |
Minev
Agreement (incorporated by reference to Exhibit 10.3 of Form 8-K dated March 26, 2015 |
10.39 |
Gronemeyer
Agreement (incorporated by Reference to Exhibit 10.4 of Form 8-K dated March 26, 2015 |
10.40 |
Form
of Convertible Note (incorporated by reference to Exhibit 10.1 of Form 10-Q dated May 1, 2015 |
10.41 |
AGREEMENT
BY AND BETWEEN REGEN BIOPHARMA, INC. AND SANTOSH KESARI (incorporated by reference to Exhibit 10.1 of Form 8-K
dated June 10, 2015) |
10.42 |
Zander
Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K dated June 25, 2015) |
10.43 |
Amendment
to Exclusive License Agreement between Regen and Benitec Australia Limited (incorporated by Reference to Exhibit 10.2
of Form 8-K dated August 25, 2015) |
10.44 |
Lander
Agreement (incorporated by reference to Exhibit 10.1 of Form 8-k dated October 9, 2015) |
3(i)
***** |
Text
of Amendment to Certificate of Incorporation (incorporated by reference to 3(i) of Form 8-K dated October 28,
2015) |
3(i)
******* |
Text
of Amendment to Certificate of Designation(incorporated by reference to 3(i) (a)of Form 8-K dated October 28, 2015) |
10.44 |
Ichim
Consulting Agreement (incorporated by Reference to Exhibit 10.1 of Form 8-K dated November
4, 2015) |
17.1 |
Ichim
Resignation (incorporated by Reference to Exhibit 17.1 of Form 8-K dated November 4, 2015) |
10.44 |
Research
Collaboration Agreement (incorporated by Reference to Exhibit 10.1 of Form 8-K dated December 17, 2015) |
10.45 |
Form
of Unit Purchase Agreement 9/10/2015 ( incorporated by Reference to Exhibit 10.1 of Form 8-K dated October 13.2015 |
10.46 |
Form
of Unit Purchase Agreement 9/10/2015( incorporated by Reference to Exhibit 10.2 of Form 8-K dated October 13.2015 |
10.47 |
Form
of Unit Purchase Agreement 11/13/2015( incorporated by Reference to Exhibit 10.4 of Form 8-K dated October 13.2015 |
10.48 |
Form
of Unit Purchase Agreement 11/16/2015( incorporated by Reference to Exhibit 10.5 of Form 8-K dated October 13.2015 |
10.49 |
Letter
Agreement Lorraine Gudas( incorporated by Reference to Exhibit 10.6 of Form 8-K dated October 13.2015 |
10.50 |
Letter
Agreement Stefano Bertuzzi( incorporated by Reference to Exhibit 10.7 of Form 8-K dated October 13.2015 |
10.51 |
Letter
Agreement Francesco Marincola( incorporated by Reference to Exhibit 10.8 of Form 8-K dated October 13.2015 |
10.52 |
Letter
Agreement Ralph Nachman( incorporated by Reference to Exhibit 10.9 of Form 8-K dated October 13.2015 |
10.53 |
Letter
Agreement J. Baell( incorporated by Reference to Exhibit 10.10 of Form 8-K dated October 13.2015 |
10.54 |
Form
of Unit Purchase Agreement $100,000 12/3/2015 |
10.55 |
Form
of Unit Purchase Agreement $100,000 12/14/2015 |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Regen Biopharma, Inc. |
|
|
|
|
By: |
/s/
David R. Koos |
|
Name: |
David R. Koos |
|
Title: |
Chairman, Chief Executive Officer |
|
Date: |
January 6, 2016 |
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Regen Biopharma, Inc. |
|
|
|
|
By: |
/s/
Todd S. Craven |
|
Name: |
Todd S. Caven |
|
Title: |
Chief Financial Officer |
|
Date: |
January 6, 2016 |
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Regen Biopharma, Inc. |
|
|
|
|
By: |
/s/
Harry Lander |
|
Name: |
Harry Lander |
|
Title: |
President |
|
Date: |
January 6, 2016 |
Exhibit
10.54
THIS
UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation
(the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”),
a _______ whose address is _____________.
WHEREAS:
The
Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions
set forth herein.
The
Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE,
IT IS AGREED AS FOLLOWS
Each
Unit shall consist of two ( 1) shares of the common stock of the Company and one (1) share of the Series A Preferred Stock of
the Company
The
purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.
The
Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available
funds to the Company
5
business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units
purchased
|
5. |
Purchaser’s
Representations and Warranties |
|
(a) |
As
of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public
sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of
1933, as amended ( the “Act”). |
|
(b) |
The
Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under
the Act |
|
(c) |
The
Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its
advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information
and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the
Purchaser. |
|
(d) |
Purchaser
has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent,
approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been
obtained. |
|
(e) |
The
execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach
of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach
of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement,
or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
|
6. |
Company’s
representations and warranties |
|
(a) |
Company
is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has
the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent,
approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been
obtained. |
|
(b) |
The
execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach
of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach
of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement,
or instrument to which the Company is a party, or by which Company is or may be bound. |
|
7. |
Restricted
Securities Acknowledgement |
Purchaser
acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act
of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and
shall contain the following restrictive legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
This
Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter
hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings,
and representations between the parties.
|
9. |
Governing
Law, Venue, Waiver Of Jury Trial |
All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of
law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such
proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.
IN
WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 10th day of September, 2015.
By: |
|
|
|
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
David Koos, CEO |
|
|
Regen Biopharma, Inc. |
|
|
|
|
|
|
|
|
Date: |
|
|
|
|
|
Purchaser |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
Its: |
|
|
Date: 12/03/2015 |
|
|
|
|
|
Number of Units Purchased: |
2,000,000 |
|
|
Total Purchase Price: |
$100,000 |
|
|
Exhibit 10.55
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered
into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street,
St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities
of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance
with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
Each Unit shall consist of two ( 1) shares of the common stock of the
Company and one (1) share of the Series A Preferred Stock of the Company
The purchase price per Unit ( “Purchase Price”), payable
in US Dollars, shall be 5 cents per unit.
The Purchaser shall pay the Purchase Price per Unit multiplied
by that number of Units Purchased by wire transfer of immediately available funds to the Company
5 business days subsequent to receipt of payment
of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
|
5. |
Purchaser’s Representations and Warranties |
|
(a) |
As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
|
(b) |
The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
|
(c) |
The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
|
(d) |
Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
|
(e) |
The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
|
6. |
Company’s representations and warranties |
|
(a) |
Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
|
(b) |
The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
|
7. |
Restricted Securities Acknowledgement |
Purchaser acknowledges that any
securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute
“restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following
restrictive legend:
“THESE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT
BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH
LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED
TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
This Agreement constitutes a final written expression
of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement
of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
|
9. |
Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State
of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed
this Agreement on the 10th day of September, 2015.
By: |
|
|
|
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
David Koos, CEO |
|
|
Regen Biopharma, Inc. |
|
|
|
|
|
|
|
|
Date: |
|
|
|
|
|
Purchaser |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
Its: |
|
|
Date: 12/14/2015 |
|
|
|
|
|
Number of Units Purchased: |
2,000,000 |
|
|
Total Purchase Price: |
$100,000 |
|
|
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE
OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, David R. Koos, certify that:
1. I have reviewed this annual
report on Form 10-K for the YEAR ended September 30, 2015 of Regen Biopharma, Inc.;
2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant’s, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles:
(c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent
function):
(a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Dated: January 6, 2016 |
|
By: |
/s/ David R. Koos |
|
|
|
David R. Koos |
|
|
|
Chief Executive Officer |
|
|
|
|
Exhibit
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Todd S. Caven, certify that:
1.
I have reviewed this annual report on Form 10-K for the YEAR ended September 30, 2015 of Regen Biopharma, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant’s, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles:
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent function):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Dated:
January 6, 2016 |
|
By: |
/s/ Todd
S. Caven |
|
|
|
Todd
S. Caven |
|
|
|
Chief
Executive Officer |
|
|
|
|
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE
OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual
Report of Regen Biopharma, Inc. on Form 10-K for the year ended September 30, 2015 as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, David R. Koos, Chief Executive Officer certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Dated: January 6, 2016 |
|
By: |
/s/ David R. Koos |
|
|
|
David R. Koos |
|
|
|
Chief Executive Officer |
|
|
|
|
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL
OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual
Report of Regen Biopharma, Inc. on Form 10-K for the year ended September 30, 2015 as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, Todd S. Caven, Chief Financial Officer certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(2) The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Dated:
January 6, 2016 |
|
By: |
/s/ Todd
S. Caven |
|
|
|
Todd
S. Caven |
|
|
|
Chief
Executive Officer |
|
|
|
|
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v3.3.1.900
Balance Sheet - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
CURRENT ASSETS |
|
|
Cash |
$ 38,620
|
$ 0
|
Note Receivable |
12,051
|
10,422
|
Prepaid Expenses |
10,000
|
0
|
Accrued Interest Receivable |
1,381
|
233
|
Total Current Assets |
62,052
|
10,655
|
OTHER ASSETS |
|
|
Available for Sale Securities |
158,400
|
0
|
Total Other Assets |
158,400
|
0
|
TOTAL ASSETS |
220,452
|
10,655
|
Current Liabilities: |
|
|
Bank Overdraft |
0
|
6,137
|
Accounts payable |
25,854
|
3,305
|
Notes Payable |
222,751
|
120,169
|
Accrued payroll taxes |
1,940
|
8,463
|
Accrued Interest |
21,093
|
2,212
|
Accrued Rent |
10,000
|
0
|
Accrued payroll |
36,001
|
0
|
Total Current Liabilities |
317,639
|
140,286
|
Total Liabilities |
317,639
|
140,286
|
STOCKHOLDERS EQUITY (DEFICIT) |
|
|
Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 |
11,474
|
5,191
|
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively |
6,098
|
0
|
Additional Paid in capital |
11,663,905
|
485,097
|
Contributed Capital |
728,658
|
658,658
|
Retained Earnings (Deficit) accumulated during the development stage |
(12,473,725)
|
(1,278,577)
|
Accumulated Other Comprehensive Income |
(33,600)
|
0
|
Total Stockholders' Equity (Deficit) |
(97,187)
|
(129,631)
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
220,452
|
10,655
|
Series A |
|
|
STOCKHOLDERS EQUITY (DEFICIT) |
|
|
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively |
6,098
|
0
|
Series AA |
|
|
STOCKHOLDERS EQUITY (DEFICIT) |
|
|
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively |
$ 3
|
$ 0
|
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v3.3.1.900
Balance Sheet (Parenthetical) - $ / shares
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
500,000,000
|
500,000,000
|
Common stock, shares issued |
114,753,938
|
51,610,000
|
Common stock, shares outstanding |
114,753,938
|
51,610,000
|
Preferred stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
100,000,000
|
5,000,000
|
Series A |
|
|
Preferred stock, shares authorized |
90,000,000
|
0
|
Preferred stock, shares issued |
60,981,697
|
0
|
Preferred stock, shares outstanding |
60,981,697
|
0
|
Series AA |
|
|
Preferred stock, shares authorized |
600,000
|
600,000
|
Preferred stock, shares issued |
30,000
|
0
|
Preferred stock, shares outstanding |
30,000
|
0
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Statements of Operations - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
REVENUES |
$ 192,000
|
$ 0
|
COST AND EXPENSES |
|
|
Research and Development |
282,295
|
23,867
|
General and Administrative |
1,314,208
|
523,906
|
Consulting and Professional Fees |
516,701
|
158,581
|
Rent |
58,071
|
0
|
Total Costs and Expenses |
2,171,276
|
706,354
|
OPERATING LOSS |
(1,979,276)
|
(706,354)
|
OTHER INCOME & (EXPENSES) |
|
|
Interest Income |
1,148
|
233
|
Refunds of amounts previously paid |
0
|
490
|
Interest Expense |
(21,688)
|
(2,212)
|
Capital contribution to parent |
|
(48,510)
|
Loss on issuance of common shares for less than fair value |
(9,191,857)
|
0
|
Preferred shares issued pursuant contractual obligations |
(3,475)
|
0
|
TOTAL OTHER INCOME (EXPENSE) |
(9,215,872)
|
(49,999)
|
NET INCOME (LOSS) |
$ (11,195,147)
|
$ (756,353)
|
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE |
$ (0.1270)
|
$ (0.0146)
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
88,185,098
|
51,731,057
|
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v3.3.1.900
Statement of Comprehensive Income - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
Net Income (Loss) |
$ (11,195,147)
|
$ (756,353)
|
Add: |
|
|
Unrealized Gains on Securities |
0
|
0
|
Less: |
|
|
Unrealized Losses on Securities |
(33,600)
|
0
|
Total Other Comprehensive Income (Loss) |
(33,600)
|
0
|
Comprehensive Income |
$ (11,228,747)
|
$ (756,353)
|
X |
- References
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- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
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v3.3.1.900
Statement of shareholder's equity - USD ($)
|
Series A |
Series AA Preferred |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Contributed Capital |
Accumulated Other Comprehensive Income (Loss) |
Total |
Beginning balance, Shares at Sep. 30, 2013 |
|
|
51,610,000
|
|
|
|
|
|
Beginning balance, Amount at Sep. 30, 2013 |
|
|
$ 5,161
|
$ 185,127
|
$ (522,224)
|
$ 447,858
|
|
$ 115,922
|
Common Stock issued for Cash, Shares |
|
|
100,000
|
99,990
|
|
|
|
100,000
|
Common Stock issued for Cash, Amount |
|
|
$ 10
|
|
|
|
|
|
Common Stock issued for Cash (B), Shares |
|
|
100,000
|
99,990
|
|
|
|
100,000
|
Common Stock issued for Cash (B), Amount |
|
|
$ 10
|
|
|
|
|
|
Common Stock issued for Cash (C), Shares |
|
|
100,000
|
99,990
|
|
|
|
100,000
|
Common Stock issued for Cash (C), Amount |
|
|
$ 10
|
|
|
|
|
|
Contributed Capital |
|
|
|
|
|
45,000
|
|
$ 45,000
|
Net Income (loss) |
|
|
|
|
(209,529)
|
|
|
(209,529)
|
Ending balance, Shares at Dec. 31, 2013 |
|
|
51,910,000
|
|
|
|
|
|
Ending balance, Amount at Dec. 31, 2013 |
|
|
$ 5,191
|
$ 485,097
|
(731,753)
|
492,858
|
|
251,393
|
Contributed Capital |
|
|
|
|
|
50,000
|
|
50,000
|
Net Income (loss) |
|
|
|
|
(186,201)
|
|
|
(186,201)
|
Ending balance, Shares at Mar. 31, 2014 |
|
|
51,910,000
|
|
|
|
|
|
Ending balance, Amount at Mar. 31, 2014 |
|
|
$ 5,191
|
485,097
|
(917,954)
|
542,858
|
|
115,192
|
Common stock cancelled, Shares |
|
|
(2,083)
|
|
|
|
|
|
Contributed Capital |
|
|
|
|
|
45,000
|
|
45,000
|
Net Income (loss) |
|
|
|
|
(166,021)
|
|
|
(166,021)
|
Ending balance, Shares at Jun. 30, 2014 |
|
|
51,907,917
|
|
|
|
|
|
Ending balance, Amount at Jun. 30, 2014 |
|
|
$ 5,191
|
485,097
|
(1,083,975)
|
587,858
|
|
(5,829)
|
Contributed Capital |
|
|
|
|
|
70,800
|
|
70,800
|
Net Income (loss) |
|
|
|
|
(194,602)
|
|
|
(194,602)
|
Ending balance, Shares at Sep. 30, 2014 |
|
|
51,907,917
|
|
|
|
|
|
Ending balance, Amount at Sep. 30, 2014 |
|
|
$ 5,191
|
485,097
|
(1,278,577)
|
658,658
|
|
(129,631)
|
Common Stock issued to Consultant, Shares |
|
|
136,000
|
|
|
|
|
|
Common Stock issued to Consultant, Amount |
|
|
$ 14
|
22,426
|
|
|
|
22,440
|
Contributed Capital |
|
|
|
|
|
65,000
|
|
65,000
|
Net Income (loss) |
|
|
|
|
(219,191)
|
|
|
(219,191)
|
Ending balance, Shares at Dec. 31, 2014 |
0
|
0
|
52,043,917
|
|
|
|
|
|
Ending balance, Amount at Dec. 31, 2014 |
$ 0
|
$ 0
|
$ 5,205
|
507,523
|
(1,497,768)
|
723,658
|
|
(261,382)
|
Restricted Stock award issued to Employee, Shares |
|
|
9,000,000
|
|
|
|
|
|
Restricted Stock award issued to Employee, Amount |
|
|
$ 900
|
(900)
|
|
|
|
0
|
Restricted Stock award issued to Employee (B), Shares |
|
|
7,500,000
|
|
|
|
|
|
Restricted Stock award issued to Employee (B), Amount |
|
|
$ 750
|
(750)
|
|
|
|
0
|
Restricted Stock award issued to Employee (C), Shares |
|
|
6,000,000
|
|
|
|
|
|
Restricted Stock award issued to Employee (C), Amount |
|
|
$ 600
|
(600)
|
|
|
|
0
|
Restricted Stock award issued to Employee (D), Shares |
|
|
2,500,000
|
|
|
|
|
|
Restricted Stock award issued to Employee (D), Amount |
|
|
$ 250
|
(250)
|
|
|
|
0
|
Preferred Stock issued for Debt, Shares |
|
10,000
|
|
|
|
|
|
|
Preferred Stock issued for Debt, Amount |
|
$ 1
|
|
1,999
|
|
|
|
2,000
|
Common shares issued for services, Shares |
|
|
500,000
|
|
|
|
|
|
Common shares issued for services, Amount |
|
|
$ 50
|
139,950
|
|
|
|
140,000
|
Common shares issued for services (B), Shares |
|
|
227,632
|
|
|
|
|
|
Common shares issued for services (B), Amount |
|
|
$ 23
|
63,716
|
|
|
|
63,739
|
Common Shares issued for debt, Shares |
|
|
19,932,520
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
$ 1,993
|
556,582
|
|
|
|
558,575
|
Common Shares issued for debt (B), Shares |
|
|
6,249,599
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
$ 625
|
174,375
|
|
|
|
175,000
|
Preferred stock issued as dividend, Shares |
10,395,217
|
|
|
|
|
|
|
|
Preferred stock issued as dividend, Amount |
$ 1,040
|
|
|
(1,040)
|
|
|
|
0
|
Common Shares issued for debt (C), Shares |
|
|
1,785,714
|
|
|
|
|
|
Common Shares issued for debt (C), Amount |
|
|
$ 179
|
49,821
|
|
|
|
50,000
|
Common Shares issued for debt (D), Shares |
|
|
3,571,429
|
|
|
|
|
|
Common Shares issued for debt (D), Amount |
|
|
$ 357
|
99,643
|
|
|
|
100,000
|
Restricted Stock award issued to Employee (E), Shares |
10,000,000
|
|
|
|
|
|
|
|
Restricted Stock award issued to Employee (E), Amount |
$ 1,000
|
|
|
(1,000)
|
|
|
|
0
|
Stock issued for Purchase of Patent, Shares |
1,000,000
|
|
|
|
|
|
|
|
Stock issued for Purchase of Patent, Amount |
$ 100
|
|
|
|
|
|
|
100
|
Stock issued pursuant to contractual obligations, Shares |
31,538,862
|
|
|
|
|
|
|
|
Stock issued pursuant to contractual obligations, Amount |
$ 3,154
|
|
|
|
|
|
|
3,154
|
Preferred Stock issued for Debt (B), Shares |
|
20,000
|
|
|
|
|
|
|
Preferred Stock issued for Debt (B), Amount |
|
$ 2
|
|
3,998
|
|
|
|
4,000
|
Common Stock issued to Consultant, Shares |
4,200,000
|
|
|
|
|
|
|
|
Common Stock issued to Consultant, Amount |
$ 420
|
|
|
|
|
|
|
420
|
Loss on Issuance of Securities for Less than fair value |
|
|
|
8,179,432
|
|
|
|
8,179,432
|
Restricted Stock Award compensation expense |
|
|
|
132,603
|
|
|
|
132,603
|
Contributed Capital |
|
|
|
|
|
20,000
|
|
20,000
|
Net Income (loss) |
|
|
|
|
(8,812,902)
|
|
|
(8,812,902)
|
Ending balance, Shares at Mar. 31, 2015 |
57,134,079
|
30,000
|
109,310,811
|
|
|
|
|
|
Ending balance, Amount at Mar. 31, 2015 |
$ 5,714
|
$ 3
|
$ 10,932
|
9,905,102
|
(10,310,670)
|
743,658
|
|
354,739
|
Common Shares issued for debt, Shares |
|
|
1,428,571
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
$ 143
|
39,857
|
|
|
|
40,000
|
Common Shares issued for debt (B), Shares |
|
|
500,000
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
$ 50
|
14,950
|
|
|
|
15,000
|
Common Shares issued for debt (C), Shares |
|
|
500,000
|
|
|
|
|
|
Common Shares issued for debt (C), Amount |
|
|
$ 50
|
14,951
|
|
|
|
15,000
|
Common Shares issued for debt (D), Shares |
|
|
1,785,714
|
|
|
|
|
|
Common Shares issued for debt (D), Amount |
|
|
$ 178
|
49,822
|
|
|
|
50,000
|
Stock issued pursuant to contractual obligations, Shares |
1,428,571
|
|
|
|
|
|
|
|
Stock issued pursuant to contractual obligations, Amount |
$ 143
|
|
|
|
|
|
|
143
|
Stock issued pursuant to contractual obligation (B), Shares |
1,785,714
|
|
|
|
|
|
|
|
Stock issued pursuant to contractual obligations (B), Amount |
$ 178
|
|
|
|
|
|
|
178
|
Common Stock issued to Consultant, Shares |
200,000
|
|
|
|
|
|
|
|
Common Stock issued to Consultant, Amount |
$ 20
|
|
|
|
|
|
|
20
|
Preferred Stock issued to Consultant, Shares |
1,785,714
|
|
|
|
|
|
|
|
Preferred Stock issued to Consultant, Amount |
$ 178
|
|
|
|
|
|
|
178
|
Loss on Issuance of Securities for Less than fair value |
|
|
|
937,425
|
|
|
|
937,425
|
Restricted Stock Award compensation expense |
|
|
|
247,588
|
|
|
|
247,588
|
Contributed Capital |
|
|
|
|
|
(15,000)
|
|
(15,000)
|
Net Income (loss) |
|
|
|
|
(1,562,371)
|
|
|
(1,562,371)
|
Ending balance, Shares at Jun. 30, 2015 |
60,548,364
|
30,000
|
113,525,096
|
|
|
|
|
|
Ending balance, Amount at Jun. 30, 2015 |
$ 6,055
|
$ 3
|
$ 11,353
|
11,209,694
|
(11,873,041)
|
728,658
|
|
82,722
|
Common Stock issued for Cash, Shares |
|
|
666,666
|
|
|
|
|
|
Common Stock issued for Cash, Amount |
|
|
$ 66
|
33,267
|
|
|
|
33,333
|
Preferred Stock issued for Cash, Shares |
333,333
|
|
|
|
|
|
|
|
Preferred Stock issued for Cash, Amount |
$ 33
|
|
|
16,634
|
|
|
|
16,667
|
Common Stock issued to Consultant, Shares |
|
|
412,242
|
|
|
|
|
|
Common Stock issued to Consultant, Amount |
|
|
$ 41
|
61,795
|
|
|
|
61,836
|
Common Stock issued to Consultant (B), Shares |
|
|
149,934
|
|
|
|
|
|
Common Stock issued to Consultant (B), Amount |
|
|
$ 14
|
19,927
|
|
|
|
19,941
|
Preferred Stock issued to Consultant, Shares |
100,000
|
|
|
|
|
|
|
|
Preferred Stock issued to Consultant, Amount |
$ 10
|
|
|
|
|
|
|
10
|
Loss on Issuance of Securities for Less than fair value |
|
|
|
75,000
|
|
|
|
75,000
|
Restricted Stock Award compensation expense |
|
|
|
247,588
|
|
|
|
247,588
|
Unrealized Loss on Securities Available for Sale |
|
|
|
|
|
|
$ (33,600)
|
(33,600)
|
Net Income (loss) |
|
|
|
|
(600,684)
|
|
|
(600,684)
|
Ending balance, Shares at Sep. 30, 2015 |
60,981,697
|
30,000
|
114,753,938
|
|
|
|
|
|
Ending balance, Amount at Sep. 30, 2015 |
$ 6,098
|
$ 3
|
$ 11,474
|
$ 11,663,905
|
$ (12,473,725)
|
$ 728,658
|
$ (33,600)
|
$ (97,187)
|
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v3.3.1.900
Statements of Cash Flows - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net Income (loss) |
$ (11,195,147)
|
$ (756,353)
|
Adjustments to reconcile net Income to net cash |
|
|
Securities Received as Payment for Services |
(192,000)
|
0
|
Preferred Stock issued for Interest |
$ 891
|
0
|
Stock issued for Expenses |
|
|
Preferred Stock issued pursuant to contractual obligations |
$ 3,475
|
0
|
Increase (Decrease) in Accounts Payable |
22,549
|
3,305
|
(Increase) Decrease in Notes Receivable |
(1,629)
|
(10,422)
|
(Increase) Decrease in Interest Receivable |
(1,148)
|
(233)
|
Increase (Decrease) in Bank Overdraft |
(6,137)
|
6,137
|
Increase (Decrease) in Accrued Expenses |
58,359
|
10,675
|
(Increase) Decrease in Prepaid Expenses |
(10,000)
|
0
|
Net Cash Provided by (Used in) Operating Activities |
(11,012,283)
|
(746,891)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Increase in Contributed Capital |
70,000
|
210,800
|
Increase (Decrease) in Notes Payable |
138,582
|
120,169
|
Increase in Convertible Notes Payable |
972,686
|
0
|
Increase in issuance of stock below fair value |
9,191,857
|
0
|
Increase in Additional Paid in Capital |
627,778
|
0
|
Net Cash Provided by (Used in) Financing Activities |
11,050,903
|
630,969
|
Net Increase (Decrease) in Cash |
38,620
|
(115,922)
|
Cash at Beginning of Period |
0
|
115,922
|
Cash at End of Period |
38,620
|
0
|
Supplemental Disclosure of Noncash investing and financing activities: |
|
|
Common Shares Issued for Debt |
1,002,686
|
0
|
Preferred Shares Issued for Debt |
6,000
|
0
|
Cash Paid for Interest |
0
|
0
|
Cash Paid for Income Tax |
0
|
0
|
Common Stock |
|
|
Adjustments to reconcile net Income to net cash |
|
|
Stock issued for Expenses |
0
|
0
|
Stock issued to Consultants |
307,955
|
0
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Stock issued for Cash |
333,333
|
300,000
|
Preferred Stock |
|
|
Adjustments to reconcile net Income to net cash |
|
|
Stock issued for Expenses |
100
|
0
|
Stock issued to Consultants |
450
|
0
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Stock issued for Cash |
$ 16,667
|
$ 0
|
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v3.3.1.900
Organization and Summary of Significant Accounting Policies
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Organization and Summary of Significant Accounting Policies |
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was organized April 24, 2012 under
the laws of the State of Nevada. The Company is a majority owned subsidiary of Bio-Matrix Scientific Group, Inc, a Delaware corporation.
The Company intends to engage primarily in
the development of regenerative medical applications which we intend to license from other entities up to the point of successful
completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications
or, alternatively, advance the application further to Phase III clinical trials
A. BASIS OF ACCOUNTING
The financial statements have been prepared
using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are
recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.
B. USE OF ESTIMATES
The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents.
D. PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost.
Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and
equipment are capitalized.
E. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received
for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly
transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the
use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the
Company uses to measure fair value:
Level 1: Quoted prices in active
markets for identical assets or liabilities.
Level 2: Observable inputs other
than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other
inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets
or liabilities.
Level 3: Unobservable inputs
that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
F. INCOME TAXES
The Company accounts for income taxes using
the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities
are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax
rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance
to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all,
of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income
or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50,
Accounting For Uncertainty In Income Taxes, which provides clarification related to the process associated with accounting
for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations
has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an
adjustment to the Companys liability for income taxes. Any such adjustment could be material to the Companys results
of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As
of September 30, 2015 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the
future.
The Company generated a deferred tax credit
through net operating loss carry forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies
recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
G. BASIC EARNINGS (LOSS) PER SHARE
The Financial Accounting Standards Board (FASB)
issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation
and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective
from inception.
Basic net loss per share amounts is computed
by dividing the net income by the weighted average number of common shares outstanding.
H. ADVERTISING
Costs associated with advertising are charged
to expense as incurred. Advertising expenses were $0 for the year ended September 30, 2015 and $0 for the year ended September
30, 2014.
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v3.3.1.900
Recent Account Pronouncements
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Changes and Error Corrections [Abstract] |
|
Recent Account Pronouncements |
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2014, the Financial Accounting Standards
Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously
identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing
all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and,
for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date
information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted
for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public
business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose
any information required by Topic 915. The Company has adopted this standard.
The following accounting standards updates
were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact
on our consolidated financial position, results of operations, or cash flows.
In May 2014, FASB issued Accounting Standards
Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have
contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific
revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition.
Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016,
and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed
the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there
will be no material effect on the consolidated financial statements.
In June 2014, FASB issued Accounting Standards
Update (ASU) No. 2014-12 Compensation Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms
of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based
payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance
condition under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation. As a result, the target is
not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service
period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning
after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the
applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will
be no material effect on the consolidated financial statements.
In August2014, FASB issued Accounting Standards
Update (ASU) No. 2014-15 Preparation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties
about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of
a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's
liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern
basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation
basis of accounting in accordance with Subtopic 205-30, Presentation of Financial StatementsLiquidation Basis of Accounting.
Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's
ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going
concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information
about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December
15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the
going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions
which would subject these financial statements for additional disclosure.
On January 31, 2013, the FASB issued Accounting
Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance
in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet.
The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the
scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB
ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures
now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements,
reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210
or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective
for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption
of this ASU is not expected to have a material impact on our financial statements.
On February 28, 2013, the FASB issued Accounting
Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total
Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards
Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain
joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum
of the following:
The amount the reporting entity agreed
to pay on the basis of its arrangement among co-obligors.
Any additional amounts the reporting
entity expects to pay on behalf of its co-obligors.
While early adoption of the amended guidance
is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those
years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented
for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The
adoption of ASU 2013-04 is not expected to have a material effect on the Companys operating results or financial position.
On April 22, 2013, the FASB issued Accounting
Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the
FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve
to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all
reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles
for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements.
The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting
periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from
the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material
effect on the Companys operating results or financial position.
A variety of proposed or otherwise potential
accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due
to the tentative and preliminary nature of those proposed standards, the Companys management has not determined whether
implementation of such standards would be material to its financial statements.
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- DefinitionThe entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.
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v3.3.1.900
Going Concern
|
12 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
NOTE 3. GOING CONCERN
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $ 12,473,725
during the period from April 24, 2012 (inception) through September 30, 2015. This condition raises substantial doubt about the
Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to
meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Management plans to raise additional funds
by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the
Company will raise. During the quarter ended March 31, 2015 the Company raised $775,000 through the issuance of convertible debt
, during the quarter ended June 30, 2015 the Company raised $90,000 through the issuance of convertible debt ( Note 4) and
during the quarter ended September 30, 2015 the Company raised $50,000 through the issuance of 333,333 units of securities of the
Company (Units) with each Unit consisting of 2 common shares and one share of the Companys Series A Preferred
Stock .
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- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
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v3.3.1.900
Notes Payable and Convertible Notes Payable
|
12 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable |
NOTE 4. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
|
|
September 30, 2015 |
|
September 30,
2014 |
Bio Matrix Scientific Group, Inc. (Note 7) |
|
|
19,701 |
|
|
|
90,000 |
|
David Koos ( Notes7) |
|
|
50 |
|
|
|
30,168 |
|
Bio Technology Partners Business Trust |
|
|
84,000 |
|
|
|
0 |
|
Bostonia Partners |
|
|
119,000 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Notes payable |
|
$ |
222,751 |
|
|
$ |
120,168 |
|
$19,701 lent to the Company by Bio Matrix Scientific
Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. This amount was
loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $700,000 or so much thereof as may
be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion
$50 lent to the Company by David Koos. is due
and payable at the demand of the holder and bear simple interest at a rate of 15% per annum. This amount was loaned pursuant to
a Line of Credit Promissory Note issued by Regen in the maximum amount of $700,000 or so much thereof as may be disbursed to, or
for the benefit of the Borrower by Lender in Lender's sole and absolute discretion
$84,000 lent to the Company by Bio Technology
Partners Business Trust. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. This
amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $500,000 or so much thereof
as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion
$60,000 lent to the Company by Bostonia
Partners is due and payable September 16, 2016 and bear simple interest at a rate of 10% per annum
$59,000 lent to the Company by Bostonia
Partners is due and payable September 22, 2016 and bear simple interest at a rate of 10% per annum.
The weighted average interest rate on all borrowings
by Regen due in one year or less is 10% as of September 30, 2015.
The weighted average interest rate on all borrowings
by Regen due in one year or less is 11.25% as of September 30, 2014.
CONVERTIBLE NOTES PAYABLE
During the quarter ended March 31, 2015 the
Company issued Convertible Notes ( Notes) with an aggregate face value of $882,686 . Consideration for these Notes
consisted of:
(a) $775,000 cash and
(b) Satisfaction of $107,686 of existing
indebtedness:
Each Note becomes due and payable at the demand
of the Lender at any time after one year subsequent to the issuance date 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 Lenders 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.
All Notes were fully converted during the quarter
ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible Noteholders in satisfaction of the convertible
indebtedness. 31,538,862 of the Companys Series A Preferred shares were issued to Noteholders pursuant to the terms and
conditions of the Notes.
The Company analyzed the conversion feature
of the Notes for derivative accounting consideration under ASC 815-15 Derivatives and Hedging and determined that
the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares
to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated
and separately accounted for as an embedded derivative contained in the Companys convertible debt. The embedded derivative
is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is
recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.
The Company values the embedded derivative
using the Black-Scholes pricing model and an aggregate derivative liability of $2,368,685 was recognized by the Company. This liability
was eliminated prior to the end of the Companys second quarter as a result of the full conversion of all Notes prior to
the end of the Companys second quarter.
During the quarter ended June 30, 2015 the
Company issued Convertible Notes ( Notes) with an aggregate face value of $90,000 . Consideration for these Notes
consisted of $90,000.
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 the lower of (1) 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 Lenders securities.
Or
(2) $0.03 per share
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.
During the quarter ended June 30, 2015 the
Company issued 3,214,285 of its common shares in satisfaction of the abovementioned convertible notes and 3,214,285 shares
of its Series A Preferred stock in accordance with the terms and conditions of abovementioned convertible notes.
The Company values the embedded derivative
using the Black-Scholes pricing model and an aggregate derivative liability of $350,666 was recognized by the Company in connection
with $90,000 of convertible notes payable issued during the quarter ended June 30, 2015. This liability was eliminated prior to
the end of the Companys third quarter as a result of the full conversion of these convertible noted prior to
the end of the Companys third quarter.
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.3.1.900
Notes Receivable
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Notes Receivable |
NOTE 5. NOTES RECEIVABLE
|
|
September 30, 2015 |
|
September 30,
2014 |
Entest Biomedical, Inc. (Note 7) |
|
$ |
12,051 |
|
|
$ |
10,422 |
|
|
|
|
|
|
|
|
|
|
Notes Receivable |
|
$ |
12,051 |
|
|
$ |
10,422 |
|
$12,051 lent by the
Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per
annum.
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- DefinitionDisclosure of accounting policy for trade and other accounts receivable, and finance, loan and lease receivables, including those classified as held for investment and held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the valuation allowance for receivables is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions (8) the nature and amount of any guarantees to repurchase receivables.
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v3.3.1.900
Income Taxes
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
NOTE 6. INCOME TAXES
As of September 30, 2015 |
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
4,241,066 |
|
Other |
|
|
-0- |
|
Gross deferred tax assets |
|
|
4,241,066 |
|
Valuation allowance |
|
|
(4,241,066 |
) |
Net deferred tax assets |
|
$ |
-0- |
|
As of September 30, 2015 the Company
has a Deferred Tax Asset of $4,241,066 completely attributable to net operating loss carry forwards of approximately $12,473,725 (which
expire 20 years from the date the loss was incurred).
Realization of deferred tax assets is dependent
upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to
be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company
has the Company recorded a valuation allowance reducing all deferred tax assets to 0.
Income tax is calculated at the 34% Federal
Corporate Rate.
|
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Related Party Transactions
|
12 Months Ended |
Sep. 30, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
NOTE 7. RELATED PARTY TRANSACTIONS
As of June 30, 2015 the Company has received
capital contributions from Bio Matrix Scientific Group, Inc (BMSN) , a corporation under common control with the
Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has
issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090. The Company also utilizes approximately 2,300 square
feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical,
Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos
who also serves as the Chief Executive Officer of the Companys parent and the Company. The sublease is on a month to
month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.
As of September 30, 2015 Entest Biomedical
Inc. is indebted to the Company in the amount of $12,051. $12,051 lent by the Company to Entest Biomedical, Inc. is due and payable
at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of September 30, 2015 the Company
is indebted to BMSN in the amount of $19,701. $19,701 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable
at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of September 30, 2015 the Company
is indebted to David R. Koos in the amount of $50. $50 lent to the Company by Koos is due and payable at the demand of the holder
and bear simple interest at a rate of 10% per annum.
On June 23, 2015 the Company entered into an
agreement (Agreement) with Zander Therapeutics, Inc. ( Zander) whereby The Company granted to Zander
an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled
by The Company ( License IP) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly
owned subsidiary of Entest Biomedical, Inc.
Pursuant to the Agreement, Zander shall pay
to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation
fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars
($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary.
The abovementioned payments may be made, at
Zanders discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as
of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior
to issuance.
Pursuant to the Agreement, Zander shall pay
to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed
Products, as such term is defined in the Agreement, in a Quarter.
Pursuant to the Agreement, Zander will pay
The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration)
received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which
The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander is obligated pay to The Company minimum
annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement,
commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments
made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).
The Agreement may be terminated by The Company:
If Zander has not sold any Licensed Product
by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period
after Zanders first commercial sale of a Licensed Product.
The Agreement may be terminated by Zander with
regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the
United States patent and Trademark Office to The Company with regard to that License IP.
The Agreement may be terminated by Zander with
regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company
with regard to that License IP is terminated.
The Agreement may be terminated by either party
in the event of a material breach by the other party.
On September 28, 2015 Zander caused to be issued
to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000)
to be paid to the Company by Zander as a license initiation fee.
David R. Koos serves as sole officer and director
of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
Commitments and Contingencies
|
12 Months Ended |
Sep. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
NOTE 8. COMMITMENTS AND CONTINGENCIES
The Company utilizes approximately 2,300 square
feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical,
Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos
who also serves as the Chief Executive Officer of the Companys parent and the Company. The sublease is on a month to
month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.
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. On June 1, 2015 Regen Biopharma, Inc. terminated its sublease with
Human BioMolecular Research Institute
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. On June 1, 2015 Regen Biopharma,
Inc. terminated the aforementioned agreement with Human BioMolecular Research Institute.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
Stockholders Equity
|
12 Months Ended |
Sep. 30, 2015 |
Equity [Abstract] |
|
Stockholders Equity |
NOTE
9. STOCKHOLDERS' EQUITY
The
stockholders' equity section of the Company contains the following classes of capital stock as September 30, 2015:
Common
stock, $ 0.0001 par value; 500,000,000 shares authorized: 114,753,938 shares issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
Preferred
Stock, $0.0001 par value, 100,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares
issued and outstanding as of September 30, 2015 and 90,000,000 is designated Series A Preferred Stock of which 60,981,697 shares
are outstanding as of September 30, 2015.
The
abovementioned shares authorized pursuant to the Companys certificate of incorporation may be issued from time to time
without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law
to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited,
multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion
rights and other special or relative rights of any series of the Stock that may be desired.
Series
AA Preferred Stock
On
September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (Certificate of Designations) with the Nevada
Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated
and known as Series AA Preferred Stock (hereinafter referred to as Series AA Preferred Stock).
The
Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times
ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Series
A Preferred Stock
On
January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known
as "Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock").
The
Board of Directors of the Company have authorized 90,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times
one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series
A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Holders
of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company
(the Board) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the
event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders
of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock
shall be entitled to receive, as additional dividends (the Additional Dividends) an amount (whether in the form
of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder
would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends
to be payable on the same payment date as the payment date for the Common Stock.
Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a Liquidation),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock,
the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are
capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the Liquidation Amount)
plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.
If, upon any Liquidation, the assets
of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full
to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the
Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such
distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both,
at the election of the Board.
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v3.3.1.900
Stock Transactions
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Stock Transactions |
Common Stock
During the year
ended September 30, 2015 the Company issued 666,666 Common Shares for cash proceeds of $333,333. During the year ended
September 30, 2015 the Company issued 1,425,808 Common Shares valued at $307,956 for services.
During the year
ended September 30, 2015 the Company issued 25,000,000 Common Shares as Restricted Stock Awards to employees.
During the year
ended September 30, 2015 the Company issued 35,753,547 Common Shares in satisfaction of $1,003,575 of indebtedness.
Series A
Preferred Stock
On March 11,
2015 stock dividend of 10,395,217 Series A Preferred shares was paid to the Companys common shareholders of record as of
March 10, 2015. Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen Biopharma, Inc.
common Stock owned as of the Record Date.
During the year
ended September 30, 2015 the Company issued 10,000,000 Series A Preferred shares as Restricted Stock Awards to employees.
On March 17,
2015 the Company issued 1,000,000 shares of its Series A Preferred Stock to Thomas Ichim, the Companys Chief Scientific
Officer, as partial consideration for the sale to the company by Ichim of all 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.
During the year
ended September 30, 2015 the Company issued 34,753,147 shares of its Series A Preferred Stock in accordance
with the terms and conditions of convertible notes issued.
During the year
ended September 30, 2015 the Company issued 4,500,00 shares of its Series A Preferred Stock for services.
During the year
ended September 30, 2015 the Company issued 333,333 shares of its Series A Preferred Stock for cash proceeds of $16,667.
Series AA
Preferred Stock
On February
13, 2015 the Company issued 10,000 shares of its Series AA Preferred Stock to Bio Matrix Scientific Group, Inc. (BMSN)
in satisfaction of $2,000 of indebtedness owed by the company to BMSN.
On March 23, 2015 the Company issued 20,000 shares of its Series AA Preferred
Stock to Bio Matrix Scientific Group, Inc. (BMSN) in satisfaction of $4,000 of indebtedness owed by the company
to BMSN.
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v3.3.1.900
Subsequent Events
|
12 Months Ended |
Sep. 30, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
NOTE 11. SUBSEQUENT EVENTS
On October 14, 2015 Regen Biopharma, Inc. (
the Company) amended Article 3 of the Companys Articles of Incorporation to be and read as follows:
3. Authorized Shares:
The aggregate number of shares, which the corporation
shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.0001 par value, and 800,000,000 shares
of Preferred Stock having a $.0001 par value.
The Common and/or Preferred Stock of the Company
may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for
such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of
Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution or resolutions.
On October 14, 2015, the Company amended Section
1 of the Certificate of Designation of the Companys authorized Series A Preferred Stock to be and read as follows:
Section 1. Designation and Amount.
The shares of this series of preferred stock
will be designated as Series A Preferred Stock (the Series A Preferred) which series shall consist of three hundred
million (300,000,000) shares having a par value of $.0001 per share.
On October 28, 2015 Regen issued 3,333,334
of its common shares (Shares) for cash consideration of $166,666.
On November 20, 2015 Regen issued 2,200,000
of its common shares (Shares) for cash consideration of $55,000.
On December 29,2015 Regen issued 4,000,000
of its common shares ( Shares) for cash consideration of $100,000 On October 28, 2015 Regen issued 1,666,667 of its shares
of Series A Preferred Stock (Shares) for cash consideration of $83,333.
On October 28, 2015 Regen issued
11,000,000 of its shares of Series A Preferred Stock (Shares) to Dr. Harry Lander, Regens President, pursuant
to the terms and conditions of that employment agreement entered into by and between Dr. Lander and Regen dated October 9, 2015.
On November 20, 2015 Regen issued
400,000 of its shares of Series A Preferred Stock (Shares) as consideration for nonemployee services.
On November 20, 2015 Regen issued
2,200,000 of its shares of Series A Preferred Stock (Shares) for cash consideration of $55,000.
On December 29, 2015 Regen issued
4,000,000 of its Series A Preferred Stock ( Shares) for cash consideration of $100,000
During the Registrant's most two most recent fiscal years there were no disagreements with Seale and Beers, Certified Public Accountants
LLC (S&B) , the Companys independent registered public accounting firm, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not
resolved to S&Bs satisfaction, would have caused it to make reference to the subject matter of the disagreement in
connection with its report on the Registrant's financial statements.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Organization and Summary of Significant Accounting Policies (Policies)
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
BASIS OF ACCOUNTING |
A. BASIS OF ACCOUNTING
The financial statements have been prepared
using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are
recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.
|
USE OF ESTIMATES |
B. USE OF ESTIMATES
The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
CASH EQUIVALENTS |
C. CASH EQUIVALENTS
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents.
|
PROPERTY AND EQUIPMENT |
D. PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost.
Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and
equipment are capitalized.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS |
E. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received
for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly
transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the
use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the
Company uses to measure fair value:
Level 1: Quoted prices in active
markets for identical assets or liabilities.
Level 2: Observable inputs other
than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other
inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets
or liabilities.
Level 3: Unobservable inputs
that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
INCOME TAX |
F. INCOME TAXES
The Company accounts for income taxes using
the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities
are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax
rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance
to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all,
of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income
or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50,
Accounting For Uncertainty In Income Taxes, which provides clarification related to the process associated with accounting
for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations
has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an
adjustment to the Companys liability for income taxes. Any such adjustment could be material to the Companys results
of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As
of September 30, 2015 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the
future.
The Company generated a deferred tax credit
through net operating loss carry forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies
recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
|
BASIC EARNINGS (LOSS) PER SHARE |
G. BASIC EARNINGS (LOSS) PER SHARE
The Financial Accounting Standards Board (FASB)
issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation
and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective
from inception.
Basic net loss per share amounts is computed
by dividing the net income by the weighted average number of common shares outstanding.
|
ADVERTISING |
H. ADVERTISING
Costs associated with advertising are charged
to expense as incurred. Advertising expenses were $0 for the year ended September 30, 2015 and $0 for the year ended September
30, 2014.
|
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v3.3.1.900
Notes Payable and Convertible Notes Payable (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable |
|
|
September 30, 2015 |
|
September 30,
2014 |
Bio Matrix Scientific Group, Inc. (Note 7) |
|
|
19,701 |
|
|
|
90,000 |
|
David Koos ( Notes7) |
|
|
50 |
|
|
|
30,168 |
|
Bio Technology Partners Business Trust |
|
|
84,000 |
|
|
|
0 |
|
Bostonia Partners |
|
|
119,000 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Notes payable |
|
$ |
222,751 |
|
|
$ |
120,168 |
|
|
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|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Note Receivable |
|
|
September 30, 2015 |
|
September 30,
2014 |
Entest Biomedical, Inc. (Note 7) |
|
$ |
12,051 |
|
|
$ |
10,422 |
|
|
|
|
|
|
|
|
|
|
Notes Receivable |
|
$ |
12,051 |
|
|
$ |
10,422 |
|
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|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Deferred tax assets |
As of September 30, 2015 |
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
4,241,066 |
|
Other |
|
|
-0- |
|
Gross deferred tax assets |
|
|
4,241,066 |
|
Valuation allowance |
|
|
(4,241,066 |
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Net deferred tax assets |
|
$ |
-0- |
|
|
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|
3 Months Ended |
41 Months Ended |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Sep. 30, 2015 |
Net Income (Loss) |
$ 600,684
|
$ 1,562,371
|
$ 8,812,902
|
$ (12,473,725)
|
Issuance of convertible debt |
$ 50,000
|
$ 90,000
|
$ 775,000
|
|
Units of securities issued |
|
50,010,000
|
|
|
Common Stock |
|
|
|
|
Units of securities issued |
666,666
|
|
|
|
Preferred Stock |
|
|
|
|
Units of securities issued |
111,111
|
|
|
|
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v3.3.1.900
Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
|
Jun. 30, 2015 |
Mar. 31, 2015 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Interest rate on notes payable |
|
|
10.00%
|
11.25%
|
Convertible note |
|
$ 882,686
|
|
|
Convertible note issued for cash |
|
775,000
|
|
|
Convertible note issued for idebtedness |
|
$ 107,686
|
|
|
Convertible note, interest rate |
|
10.00%
|
|
|
Aggregate derivative liability |
$ 350,666
|
$ 2,368,685
|
|
|
Convertible notes issued |
$ 90,000
|
|
|
|
Common Stock |
|
|
|
|
Stock issued |
3,214,285
|
|
|
|
Common Stock |
|
|
|
|
Stock issued |
|
31,539,262
|
|
|
Series A |
|
|
|
|
Stock issued |
3,214,285
|
31,538,862
|
34,753,147
|
|
Bio Matrix Scientific Group, Inc. |
|
|
|
|
Related party note payable |
|
|
$ 19,701
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
Line of credit |
|
|
$ 700,000
|
|
David Koos |
|
|
|
|
Related party note payable |
|
|
$ 50
|
|
Interest rate on notes payable |
|
|
15.00%
|
|
Line of credit |
|
|
$ 700,000
|
|
Bio Technology Partners Business Trust |
|
|
|
|
Related party note payable |
|
|
$ 84,000
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
Line of credit |
|
|
$ 500,000
|
|
Due Sept. 16, 2016 |
|
|
|
|
Related party note payable |
|
|
$ 60,000
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
Due Sept. 22, 2016 |
|
|
|
|
Related party note payable |
|
|
$ 59,000
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
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Related Party Transactions (Details Narrative)
|
3 Months Ended |
12 Months Ended |
|
|
Jun. 30, 2015
USD ($)
shares
|
Sep. 30, 2015
USD ($)
ft²
|
Sep. 28, 2015
USD ($)
shares
|
Sep. 30, 2014
USD ($)
|
Capital contributions |
$ 728,658
|
|
|
|
Common shares issued to parent company | shares |
50,010,000
|
|
|
|
Aggregate consideration of common shares issued |
$ 20,090
|
|
|
|
Rental space | ft² |
|
2,300
|
|
|
Monthly Fee |
|
$ 5,000
|
|
|
Note receivable from related party |
|
12,051
|
|
$ 10,422
|
Notes payable to related party |
|
19,701
|
|
|
License fee |
|
100,000
|
|
|
Royalties, receivable |
|
$ 10,000
|
|
|
Royalties receivable, percentage |
|
4.00%
|
|
|
Stock received as license initiation fee, shares | shares |
|
|
8,000,000
|
|
Stock received as license initiation fee, value |
|
|
$ 100,000
|
|
Entest Biomedical Inc. |
|
|
|
|
Note receivable from related party |
|
$ 12,051
|
|
|
Interest rate of note receivable |
|
10.00%
|
|
|
Notes payable to related party |
|
$ 19,701
|
|
|
David R. Koos |
|
|
|
|
Interest rate of note receivable |
|
10.00%
|
|
|
Notes payable to related party |
|
$ 50
|
|
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|
12 Months Ended |
|
|
Sep. 30, 2015 |
Oct. 14, 2015 |
Sep. 30, 2014 |
Capital Stock |
|
|
|
Common stock, Par value |
$ 0.0001
|
$ .0001
|
$ 0.0001
|
Common stock, authorized |
500,000,000
|
500,000,000
|
500,000,000
|
Common stock issued and outstanding |
114,753,938
|
|
51,610,000
|
Preferred stock, par value |
$ 0.0001
|
$ .0001
|
$ 0.0001
|
Preferred stock, authorized |
100,000,000
|
800,000,000
|
5,000,000
|
Series A |
|
|
|
Capital Stock |
|
|
|
Preferred stock, par value |
$ 0.0001
|
$ .0001
|
|
Preferred stock, authorized |
90,000,000
|
300,000,000
|
|
Preferred stock, issued and outstanding |
60,981,697
|
|
|
Preferred Stock Voting Rights |
With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series
A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred
Stock owned by such holder times one.
|
|
|
Liquidation Amount |
$ 0.01
|
|
|
Series AA |
|
|
|
Capital Stock |
|
|
|
Preferred stock, par value |
$ 0.0001
|
|
|
Preferred stock, authorized |
600,000
|
|
|
Preferred stock, issued and outstanding |
30,000
|
|
|
Preferred Stock Voting Rights |
With respect to each matter submitted to a vote of stockholders of the Corporation,
each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares
of Series AA Preferred Stock owned by such holder times ten thousand (10,000).
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v3.3.1.900
Stock Transactions (Details Narrative) - USD ($)
|
|
|
3 Months Ended |
12 Months Ended |
Mar. 23, 2015 |
Feb. 13, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Common Stock |
|
|
|
|
|
|
Stock issued for cash, shares |
|
|
|
|
666,666
|
|
Stock issued for cash, value |
|
|
|
|
$ 333,333
|
$ 300,000
|
Stock issued for services, shares |
|
|
|
|
1,425,808
|
|
Stock issued for services, value |
|
|
|
|
$ 307,955
|
|
Stock issued as Restricted Stock Awards |
|
|
|
|
25,000,000
|
|
Stock issued in satisfaction of indebtedness, shares |
|
|
|
|
35,753,547
|
|
Stock issued in satisfaction of indebtedness, value |
|
|
|
|
$ 1,003,575
|
|
Stock issued convertible note |
|
|
|
31,539,262
|
|
|
Series A |
|
|
|
|
|
|
Stock issued for cash, shares |
|
|
|
|
333,333
|
|
Stock issued for cash, value |
|
|
|
|
$ 16,667
|
|
Stock issued for services, shares |
|
|
|
|
4,500,000
|
|
Stock issued as Restricted Stock Awards |
|
|
|
|
10,000,000
|
|
Stock dividend |
|
|
|
|
1,000,000
|
|
Stock dividend terms |
|
|
|
|
Common shareholders received one share of Series A Preferred Stock for every
10 shares of Regen Biopharma, Inc. common Stock owned as of the Record Date.
|
|
Stock issued convertible note |
|
|
3,214,285
|
31,538,862
|
34,753,147
|
|
Series AA |
|
|
|
|
|
|
Stock issued in satisfaction of indebtedness, shares |
20,000
|
10,000
|
|
|
|
|
Stock issued in satisfaction of indebtedness, value |
$ 4,000
|
$ 2,000
|
|
|
|
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v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
|
Dec. 29, 2015 |
Nov. 20, 2015 |
Oct. 28, 2015 |
Oct. 14, 2015 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Common stock, Par value |
|
|
|
$ .0001
|
$ 0.0001
|
$ 0.0001
|
Common stock, authorized |
|
|
|
500,000,000
|
500,000,000
|
500,000,000
|
Preferred stock, par value |
|
|
|
$ .0001
|
$ 0.0001
|
$ 0.0001
|
Preferred stock, authorized |
|
|
|
800,000,000
|
100,000,000
|
5,000,000
|
Series A |
|
|
|
|
|
|
Stock issued for cash, shares |
|
|
1,666,667
|
|
|
|
Stock issued for cash, value |
|
|
$ 83,333
|
|
|
|
Stock issued per employment agreement, shares |
|
|
11,000,000
|
|
|
|
Series A |
|
|
|
|
|
|
Preferred stock, par value |
|
|
|
$ .0001
|
$ 0.0001
|
|
Preferred stock, authorized |
|
|
|
300,000,000
|
90,000,000
|
|
Preferred stock, issued and outstanding |
|
|
|
|
60,981,697
|
|
Stock issued for cash, shares |
4,000,000
|
2,200,000
|
|
|
|
|
Stock issued for cash, value |
$ 100,000
|
$ 55,000
|
|
|
|
|
Stock issued during period for services, shares |
|
400,000
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
Stock issued for cash, shares |
4,000,000
|
2,200,000
|
3,333,334
|
|
|
|
Stock issued for cash, value |
$ 100,000
|
$ 55,000
|
$ 166,666
|
|
|
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Regen Biopharma (PK) (USOTC:RGBP)
Historical Stock Chart
From Apr 2024 to May 2024
Regen Biopharma (PK) (USOTC:RGBP)
Historical Stock Chart
From May 2023 to May 2024