Current Report Filing (8-k)
April 16 2021 - 3:51PM
Edgar (US Regulatory)
AUNITED
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): April 15, 2021
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
711
S. Carson Street, Suite 4, Carson City, Nevada, 89791
(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
December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma,
Inc. (“Regen”) entered into an agreement (“Agreement”) whereby:
1) Zander
shall return for cancellation 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired
by Zander through conversion of $340,000 of principal indebtedness of a $350,000 convertible note payable issued by Regen to Zander.
Subsequent to this event the principal amount due to Zander by Regen pursuant to the Convertible Note shall be $350,000 which
shall be applied pursuant to the Agreement.
2) A
$35,000 one time charge due to Zander by Regen (“One Time Charge”) shall be applied pursuant to the Agreement.
3) $75,900
of principal indebtedness due to Regen by Zander and $4,328 of accrued but unpaid interest due by Regen to Zander shall be applied
pursuant to the Agreement.
No
actions were taken by any of the parties to enforce the terms of the Agreement.
On
April 15, 2021 the Agreement was amended as follows so that the material terms and conditions shall be:
|
a)
|
Zander
shall not return the Conversion shares for cancellation and the principal indebtedness
of the aforementioned convertible note shall not reflect such return
|
|
b)
|
As
of December 16, 2019 all principal and accrued interest payable by Regen to Zander on
that date resulting from Promissory Notes issued by Regen to Zander shall be credited
towards amounts due by Zander pursuant to that agreement, as amended, entered into by
and between Zander and Regen on June 23, 2015 (“License Agreement”) whereby
Regen granted to Zander an exclusive worldwide right and license for the development
and commercialization of certain intellectual property controlled by Regen for non-human
veterinary therapeutic use for a term of fifteen years and that License Assignment And
Consent agreement entered into by and between Regen, KCL and Zander on December 17, 2018
whereby Regen transferred and assigned to KCL all rights, duties, and obligations of
Regen under the License Agreement and KCL agreed to assume such duties and obligations
thereunder and be bound to the terms of the License Agreement with respect thereto.
|
The
foregoing description of the abovementioned Agreement is not complete and is qualified in its entirety by reference to the text
of the abovementioned 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. Regen, KCL and Zander are under common control. David Koos serves as sole Officer and Chairman of the
Board of Zander, Regen and KCL.
Item
9.01 Exhibits.
Exhibit
No.
|
|
Description
of Exhibit
|
10.1
|
|
AMENDMENT
|
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 15, 2021
|
By: /s/
David Koos
|
Regen Biopharma (PK) (USOTC:RGBPP)
Historical Stock Chart
From Aug 2024 to Sep 2024
Regen Biopharma (PK) (USOTC:RGBPP)
Historical Stock Chart
From Sep 2023 to Sep 2024