Current Report Filing (8-k)
April 11 2016 - 06:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 16, 2016
REGEN
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
|
45-5192997
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
Commission
File No. 333-191725
4700
Spring Street, St 304, La Mesa, California 91942
(Address
of Principal Executive Offices)
(619)
702 1404
(Issuer’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry Into A Material Definitive Agreement
On
February 16, 2016 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Eli
Lilly and Company (“Lily”) . Pursuant to the Agreement, Regen shall become a participant in Lily’s Open
Innovation Drug Discovery Program. Pursuant to the Agreement, Regen may submit Structural Information for one or more
compounds or mixtures of compounds for Informatics Screening to generate the Informatics Profile. Lilly will provide Regen
with the Informatics Profile.
“Informatics
Screening” is defined in the Agreement to mean the diversity evaluation, in silico calculations and evaluation of physical
properties and molecular descriptors based upon the Structural Information supplied by Regen to Lilly
“Informatics
Profile” is defined in the Agreement to mean results from the Informatics Screening diversity evaluation and the results
from the
in silico
calculations and evaluations of physical properties and molecular descriptors.
The
Agreement also grants to Lily an option to negotiate an agreement with Regen including but not restricted to a compound purchase
agreement, a license agreement, or a research collaboration agreement for further research and development of “Material”
(collectively the “Research Opportunities”). The option shall expire sixty (60) days (the
“Option
Period”) after Lilly has received the “Chemical Structure” for the subject Material from Regen pursuant to a
Structure Reveal Letter. The option may be exercised by Lilly in writing at any time prior to its expiration. The option period
may be extended by mutual written agreement of the parties.
“Material”
is defined in the Agreement as a physical sample of the compound or mixture of compounds corresponding to the information, in
whatever form, identifying a compound or mixture of compounds submitted by Regen to the OIDD Program for Informatics Screening
Structural Information for which Lilly has requested for evaluation in the Open Innovation Drug Discovery Program (“OIDD”)
Program.
“Chemical
Structure” is defined in the Agreement the chemical name and/or structure of the
Material.
“Structure
Reveal Letter” is defined in the Agreement as written notification by Lilly to Regen requesting the Chemical Structure and
related information of a Material.
The
term of the Agreement shall commence on February 16, 2016 and shall continue until:
1.
the termination of the Open Innovation Drug Discovery Program by Lilly upon
thirty (30) days written notice to
Regen;
2.
termination by Lilly upon thirty (30) days written notice to Regen;
3.
replacement with a revised Program Agreement signed by the parties; or
4.
the termination of Regen’s participation in the Open Innovation Drug Discovery Program and the Agreement by thirty (30)
days written notice to Lilly.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement
, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
Item 9.01
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Financial
Statements and Exhibits.
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Exhibit
No. Description
Item
10.1 Agreement
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
REGEN
BIOPHARMA, INC.
|
|
|
Dated: April 8,
2016
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By:
/s/
David Koos
|
|
David Koos
|
|
Chief Executive Officer
|
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